Bluegreen Corporation Bluegreen Vacations Unlimited, Inc. Bluegreen Resorts Management, Inc. and TFRI 2013-1 LLC Obligors Bluegreen Nevada, LLC Guarantor as Collateral Agent, Note Registrar and Paying Agent AIG ASSET MANAGEMENT (U.S.) LLC as...

 

 

 

 

 

 

 

Bluegreen Corporation

Bluegreen Vacations Unlimited, Inc.

Bluegreen Resorts Management, Inc.

and

TFRI 2013-1 LLC

Obligors

Bluegreen Nevada, LLC

Guarantor

▇.▇.▇▇▇▇ NATIONAL ASSOCIATION

as Collateral Agent, Note Registrar and Paying Agent

AIG ASSET MANAGEMENT (U.S.) LLC

as Designated Representative

and

each of the Holders party hereto

$75,000,000

Senior Secured Fixed Rate Notes due March 20, 2020

______________

Note Purchase and Collateral Trust and Security Agreement

______________

Dated March 26, 2013

 

 

 

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Table of Contents

SectionHeadingPage

ARTICLE 1.Authorization of Notes............................................................................................................................................1

ARTICLE ▇.▇▇▇▇ and Purchase of Notes................................................................................................................................1

ARTICLE 3.Closing...........................................................................................................................................................................2

ARTICLE 4.Conditions to Closing...............................................................................................................................................2

Section 4.1.Representations and Warranties            2

Section 4.2.Performance; No Default            2

Section 4.3.Compliance Certificates            2

Section 4.4.Opinions of Counsel            3

Section 4.5.Purchase Permitted by Applicable Law, Etc            3

Section ▇.▇.▇▇▇▇ of Other Notes            3

Section 4.7.Private Placement Number            3

Section 4.8.Changes in Corporate Structure            3

Section 4.9.Funding Instructions            3

Section 4.10.Proceedings and Documents            3

Section 4.11.Intentionally Omitted.            4

Section 4.12.UCC-1 Financing Statements            4

Section 4.13.Association Documents            4

Section 4.14.Resort Documents and Vacation Club Documents            4

Section 4.15.Solvency Certificate            4

Section 4.16.Good Standing Certificates            4

Section ▇.▇▇.▇▇▇▇▇▇▇▇▇            4

Section 4.18.UCC-1 Search Report            4

Section 4.19.Title Report/Form of Title Insurance            4

Section 4.20.Taxes and Assessments            5

Section 4.21.Timeshare Approvals            5

Section 4.22.Guaranty            5

Section 4.23.Compliance            5

Section 4.24.Releases            5

Section 4.25.Fees: Expenses            5

Section 4.26.Consents, Permits and Approvals            5

Section 4.27.Servicing Agreements            6

Section 4.28.Compliance with Planning, Land Use and Zoning Stipulations            6

Section 4.29.Litigation Search            6

Section 4.30.Environmental Site Assessment Reports            6

Section ▇.▇▇.▇▇ Material Adverse Effect            6

Section 4.32.Residual Interest; Membership Interest            6

Section 4.33.Other            7

ARTICLE 5.Representations and Warranties of the Company....................................................................................7

Section 5.1.Organization; Power and Authority            8

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Section 5.2.Authorization, Etc.            8

Section 5.3.Disclosure            9

Section 5.4.Organization and Ownership of Shares or Equity Interests of Subsidiaries; Affiliates            9

Section ▇.▇.▇▇▇▇▇▇▇▇▇ Statements and Reports            10

Section 5.6.Compliance with Laws, Other Instruments, Etc.            10

Section 5.7.Governmental Authorizations, Etc.            10

Section 5.8.Intentionally Omitted.            11

Section 5.9.Licenses, Permits, Etc.            11

Section 5.10.Compliance with ERISA            11

Section 5.11.Private Offering by the Obligors            12

Section 5.12.Use of Proceeds; Margin Regulations            12

Section 5.13.Existing Indebtedness; Future Liens            12

Section 5.14.Foreign Assets Control Regulations, Etc.            13

Section 5.15.Status under Certain Statutes            14

Section 5.16.Environmental Matters.            14

Section 5.17.Title to Collateral            15

Section 5.18.Litigation            15

Section ▇.▇▇.▇▇▇ Returns; Taxes            15

Section 5.20.Solvency            16

Section ▇.▇▇.▇▇▇▇▇▇▇▇▇            16

Section 5.22.Names, Addresses and States of Formation            17

Section 5.23.Non-Subordination            17

Section 5.24.Declarations            17

Section 5.25.Zoning Laws, Building Codes, Etc.            17

Section ▇.▇▇.▇▇▇▇▇▇▇▇ Taxes and Fees            18

Section 5.27.Investment Company Act, Etc            18

Section 5.28.Timeshare Approvals            18

Section ▇.▇▇.▇▇▇▇ of Vacation Ownership Interests            18

Section 5.30.Brokers            18

Section 5.31.Resort Documents            19

Section 5.32.Assessments            19

Section ▇.▇▇.▇▇▇▇ Trust Agreement and Other Vacation Club Documents            19

Section 5.34.Mortgaged Property            19

Section 5.35.Intentionally Omitted            19

Section 5.36.Representations as to Each Resort and Mortgaged Property.            19

Section 5.37.Representations as to Vacation Club.            20

Section 5.38.Reservation System            21

Section 5.39.Representations as to the Securitization Collateral.            21

Section ▇.▇▇.▇▇▇▇▇ Compliance            22

Section 5.41.Survival            23

Section 5.42.Completed Inventory Collateral Value            23

ARTICLE 6.Representations of the Holders....................................................................................................................23

Section 6.1.Purchase for Investment            23

Section 6.2.Source of Funds            23

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ARTICLE 7.Collateral Accounts and Collateral Tests...................................................................................................25

Section 7.1.Establishment of the Controlled Accounts            25

Section 7.2.The Cash Collateral Account            26

Section 7.3.The Residual Interest Test            26

ARTICLE 8.Payment and Prepayment of the Notes...................................................................................................26

Section 8.1.[Intentionally Omitted]            26

Section 8.2.[Intentionally Omitted]            26

Section 8.3.Allocation of Partial Prepayments            26

Section 8.4.Maturity; Surrender, Etc.            26

Section 8.5.Purchase of Notes            27

Section 8.6.Note Rate            27

Section 8.7.Payments Due on Non-Business Days            27

Section 8.8.Interest Payments on the Notes.            27

Section 8.9.Principal Payments on the Notes            27

Section 8.10.Available Monies and Payment Priorities            28

Section 8.11.Inventory Concentration Limit.            29

Section 8.12.Voluntary Prepayments.            30

Section 8.13.Mandatory Prepayments            31

Section 8.14.Payments by Designated Representative; Protective Advances            31

Section 8.15.Grant of Security Interest; Collateral            32

Section 8.16.Collateral Administration.            35

Section 8.17.Permitted Contests            36

Section 8.18.Payments and Release Provisions – Completed Inventory Collateral            36

Section 8.19.[Intentionally Omitted].            38

Section 8.20.Rating Option            38

Section 8.21.Computation of Rates; Lawful Limits            39

Section 8.22.Default Rate of Interest            39

ARTICLE 9.Affirmative Covenants......................................................................................................................................39

Section 9.1.Compliance with Laws            40

Section ▇.▇.▇▇▇▇▇▇▇▇▇            40

Section 9.3.Maintenance of Properties            40

Section 9.4.Payment of Taxes and Claims            40

Section 9.5.Corporate Existence, Etc.            41

Section 9.6.Books and Records            41

Section ▇.▇.▇▇▇▇▇▇▇▇▇ Statements, Reports and Other Information            41

Section 9.8.Payment of Obligations            44

Section 9.9.Maintenance of Property            45

Section 9.10.Compliance with Legal and Other Obligations of the Company            45

Section 9.11.Existence and Rights            45

Section 9.12.Compliance with Legal and Other Obligations Regarding Resorts and Club Trust Agreement.            45

Section 9.13.Regulatory Approvals.            46

Section ▇.▇▇.▇▇▇▇▇▇▇▇▇            46

Section ▇.▇▇.▇▇▇▇▇▇▇▇▇▇            46

Section ▇.▇▇.▇▇▇▇▇▇▇▇▇▇ Agreements            46

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Section 9.17.Servicing Agreement; Backup Servicing Agreement            47

Section 9.18.Resort Documents            47

Section 9.19.Assessments            47

Section 9.20.True Books            47

Section 9.21.Inspection; Periodic Audits; Quarterly Review            48

Section 9.22.Further Assurances            48

Section 9.23.Other Liens            48

Section 9.24.Servicing            48

Section 9.25.Operating Contracts            49

Section 9.26.Consents            49

Section 9.27.External Exchange Company Rating            49

Section ▇.▇▇.▇▇▇ to One Ratio Compliance            49

Section 9.29.Intentionally Omitted.            49

Section 9.30.Hazardous Materials            49

Section 9.31.Pricing            49

Section ▇.▇▇.▇▇▇▇▇▇▇▇ Companies            50

Section 9.33.Cessation of Sales Business            50

Section 9.34.Material Adverse Developments            50

Section 9.35.Collection Policies            50

Section ▇.▇▇.▇▇▇▇▇▇ Rights            50

Section 9.37.Sales and Marketing Practices            51

Section 9.38.Signage            51

Section 9.39.Nonconsolidation            51

Section 9.40.TFRI C Corporation Status            52

Section 9.41.Resort Sales and Operations            52

ARTICLE 10.Negative Covenants...........................................................................................................................................52

Section 10.1.Transactions with Affiliates            53

Section 10.2.▇▇▇▇▇▇, Consolidation, Etc.            53

Section 10.3.Line of Business            53

Section 10.4.Terrorism Sanctions Regulations            54

Section 10.5.Reservation System            54

Section 10.6.Dividends; Redemptions; Equity            54

Section ▇▇.▇.▇▇ Lien on Collateral            54

Section ▇▇.▇.▇▇▇▇ Trust Agreement            54

Section 10.9.Governing Documents; Fiscal Year; Dissolution; Use of Proceeds; Insurance Policies; Disposition of Collateral; Taxes; Trade Names            54

Section 10.10.Transfer of Collateral            55

Section 10.11.Truth of Statements            55

Section 10.12.Intentionally Omitted            55

Section 10.13.Intentionally Omitted            55

Section 10.14.Maximum Leverage Ratio            55

Section 10.15.Minimum Liquidity            55

Section 10.16.Debt Service Coverage Ratio            55

Section 10.17.Intentionally Omitted            55

Section 10.18.Use of Holder’s Name            55

Section ▇▇.▇▇.▇▇▇▇ or Address Change            56

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Section 10.20.Restrictive Covenants            56

Section 10.21.Timeshare Regime            56

Section 10.22.Changes in Accounting            56

Section 10.23.Vacation Club Reservation System            56

Section 10.24.Changes to Securitizations            56

Section ▇▇.▇▇.▇▇ Deletion of Resort from Vacation Club            57

ARTICLE ▇▇.▇▇▇▇▇▇ of Default; Termination Events.....................................................................................................57

ARTICLE 12.Remedies on Default, Etc...............................................................................................................................59

Section 12.1.Acceleration            59

Section 12.2.Rescission            60

Section ▇▇.▇.▇▇ Waivers or Election of Remedies, Expenses, Etc.            60

Section 12.4.Additional Remedies; No Control by Holders.            60

Section 12.5.Application of Proceeds            64

Section 12.6.Rights to Appoint Receiver            65

Section 12.7.Rights and Remedies not Exclusive            65

ARTICLE 13.Registration; Exchange; Substitution of Notes......................................................................................65

Section 13.1.Registration of Notes            65

Section 13.2.Transfer and Exchange of Notes            66

Section 13.3.Replacement of Notes            66

ARTICLE 14.Payments on Notes............................................................................................................................................66

Section 14.1.[Intentionally Omitted.]            66

Section 14.2.Home Office Payment            66

ARTICLE 15.Expenses, Etc.......................................................................................................................................................67

Section 15.1.Transaction Expenses            67

Section 15.2.Survival            68

ARTICLE 16.Survival of Representations and Warranties; Entire Agreement...................................................68

ARTICLE 17.Amendment and Waiver...................................................................................................................................69

Section 17.1.Requirements            69

Section 17.2.Solicitation of Holders of Notes.            69

Section 17.3.Binding Effect, etc.            70

Section 17.4.Notes Held by Company, etc.            70

ARTICLE 18.Notices......................................................................................................................................................................70

ARTICLE 19.Reproduction of Documents...........................................................................................................................71

ARTICLE 20.Confidential Information...................................................................................................................................71

ARTICLE 21.Miscellaneous.........................................................................................................................................................72

Section 21.1.Successors and Assigns            72

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Section 21.2.Accounting Terms            72

Section 21.3.Severability            72

Section ▇▇.▇.▇▇▇▇▇▇▇▇▇▇▇▇, etc.            73

Section 21.5.Counterparts            73

Section 21.6.Governing Law            73

Section 21.7.Jurisdiction and Process; Waiver of Jury Trial            73

Section 21.8.Delay; No Waiver of Defaults            74

Section 21.9.Jury Waiver.            74

Section 21.10.Application of Payments            75

Section 21.11.Indemnity            75

Section 21.12.Entire Agreement            76

Section 21.13.Approvals and Duties.            76

ARTICLE 22.Agent Provisions; Settlement; Designated Representative.............................................................76

Section 22.1.Agent.            76

Section 22.2.Set-off            81

Section 22.3.Taxes.            82

Section 22.4.Brokers; Payment of Commissions            85

Section 22.5.Patriot Act            85

Section 22.6.Transfers by the Company            85

Section 22.7.Designated Representative.            85

ARTICLE 23.JOINT AND SEVERAL LIABILITY OF OBLIGORS..............................................................................88

Section 23.1.Joint and Several Liability of Obligors.            88

Section 23.2.Waivers by Obligors.            88

Section 23.3.Benefit of Agent and Holders.            89

Section 23.4.Waiver of Subrogation, Etc.            89

Section 23.5.Election of Remedies.            89

Section 23.6.Limitation,            90

Section 23.7.Contribution with Respect to Obligations.            90

Section 23.8.Liability Cumulative            91

 

Schedule A—Defined Terms

Schedule B                  —                 List of Designated Representative, Agent, Note Registrar, Paying agent and Holders With Information and Addresses of Designated Representative, Agent, Note Registrar, Paying Agent and Holders

Schedule C—List of Approved Resorts

Schedule D—Collection Policies

Schedule E—Form of Monthly Collateral Report

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Schedule F—Form of Officer’s Certificate for Bluegreen Corporation

Schedule G                                      Model for determination of Residual Interest Collateral Value

Schedule  H—Form of Senior Note due March 20, 2020

Schedule 3—Wire Instructions for Payments of Purchase Price of Notes

Schedule 4.15—Form of Solvency Certificate

Schedule 4.20—Taxes Currently Being Contested

Schedule 4.22---Form of Guaranty

Schedule 4.32(a)—Form of Irrevocable Direction

Schedule 4.32(d)—Form of Letter from Owner Trustee and Certificate Registrar

Schedule 5.4                 —               List of Subsidiaries of the Company and Ownership of Subsidiary Stock

Schedule 5.13  —Existing Indebtedness

Schedule 5.18—Pending or Threatened Litigation

Schedule 5.22—Names and Addresses of Obligors and Guarantor

Schedule 5.24—List of Declarations for an Approved Resort

Schedule 5.25—Exceptions to Building Codes/Zoning

Schedule 5.29—States Where Vacation Ownership Interests are Sold

Schedule 5.31—List of Resort Documents for an Approved Resort

Schedule 6.1---Form of Investment Letter

Schedule 8.18(b)  —Form of Deed of Partial Reconveyance

Schedule 8.18(c)  —Form of Spreader Agreement

Schedule 9.7  —Certificate of Compliance with Financial Covenants

Schedule 9.7(g)             —            Form of Sales and Inventory Composition Reports for BG Club 36

Schedule 9.7(i)—One to One Ratio Report or Letter

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Schedule 9.25  —List of Operating Contracts

 

 

 

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Senior Secured Fixed Rate Notes due March 20, 2020

March 26, 2013

This Note Purchase and Collateral Trust and Security Agreement (this “Agreement”) is being entered into among each of Bluegreen Corporation, a corporation organized under the laws of the State of Massachusetts (“Bluegreen Corporation”), Bluegreen Vacations Unlimited, Inc., a Florida corporation (“BVU”), Bluegreen Resorts Management, Inc., a Delaware corporation (“BRM”) , and TFRI 2013-1 LLC, a Delaware limited liability company (”TFRI") (together with any successor to any of such parties that becomes a party hereto pursuant to Section 10.2, each, an "Obligor" and the "Obligors" ), Bluegreen Nevada, LLC, a Delaware limited liability company (“Bluegreen Nevada”, as Guarantor, (and collectively with the Obligors, the “Company”), U.S. Bank National Association, not in its individual capacity but solely as Collateral Agent,  Note Registrar and Paying Agent (in such capacities, the “Agent”), AIG Asset Management (U.S.) LLC, as Designated Representative, and each of the Holders listed on Schedule B hereto and each person who becomes a Holder in accordance with the terms hereof. Unless otherwise specified herein, each reference to the Obligors shall be deemed to be a reference to each of Bluegreen Corporation, BVU, BRM and TFRI jointly and not severally. Unless otherwise specified herein, each reference to the Company shall be deemed to be a reference to each of Bluegreen Corporation, BVU, Bluegreen Nevada, BRM and TFRI jointly and not severally.

The Obligors will authorize the issue and sale of $75,000,000 aggregate principal amount of its Senior Secured Fixed Rate Notes due March 20, 2020 (as amended, restated or otherwise modified from time to time pursuant to Article 17 and including any such notes issued in substitution therefor pursuant to Article 13, the “Notes”).  The obligations of each of the Obligors with respect to the Notes shall be joint and several in accordance with the terms of Article 23.  The Notes shall be substantially in the form set out in Schedule H.  Certain capitalized and other terms used in this Agreement are defined in Schedule A.  References to a “Schedule” or “Exhibit” are references to a Schedule or Exhibit, as applicable, attached to this Agreement unless otherwise specified.  References to an “Article” or to a “Section” are references to an Article or to a Section of this Agreement unless otherwise specified.

Subject to the terms and conditions of this Agreement, the Obligors will issue and sell to each Holder and each Holder will purchase from the Obligors, at the Closing provided for in Article 3, Notes in the principal amount specified for such Holder on Schedule B hereto at the purchase price of 100% of the principal amount thereof.  The Holders’ obligations hereunder are several and not joint obligations and no Holder shall have any liability to any Person for the performance or non-performance of any obligation by any other Holder hereunder.

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The sale and purchase of the Notes to be purchased by each Holder shall occur at the offices of Holland & Knight LLP, ▇▇▇ ▇▇^▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., at a closing (the “Closing”) on March 26, 2013 or on such other Business Day thereafter on or prior to April 15, 2013 as may be agreed upon by the Company and the Holders.  At the Closing, the Obligors will deliver to each Holder the Notes to be purchased by such Holder in the form of a single Note (or such greater number of Notes in denominations of at least $100,000.00 as such Holder may request) dated as of the Closing Date and registered in such Holder’s name (or in the name of its nominee), against delivery by such Holder to the Obligors or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Obligors to account number specified in Schedule 3.  If at the Closing the Obligors shall fail to tender such Notes to any Holder as provided above in this Article 3, or any of the conditions specified in Article 4 shall not have been fulfilled to such Holder’s satisfaction, such Holder shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Holder may have by reason of any of the conditions specified in Article 4 not having been fulfilled to such Holder’s satisfaction or such failure by the Obligors to tender such Notes.

Each Holder’s obligation to purchase and pay for the Notes to be sold to such Holder at the Closing is subject to the fulfillment to such Holder’s satisfaction, prior to or at the Closing, of the following conditions. Items specified in this Article 4 to be received by, or delivered to, the Designated Representative, shall be received by, or delivered to, the Designated Representative or its counsel for the benefit of the Holders.

Representations and Warranties

.  The representations and warranties of the Company in Article 5 of this Agreement shall be correct when made and at the Closing.

Performance; No Default

.  The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing.  Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.12), no Potential Default or Event of Default shall have occurred and be continuing.

Compliance Certificates

.  

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Opinions of Counsel

. The Designated Representative shall have received opinions in form and substance satisfactory to such Holder, dated as of the Closing Date from ▇▇▇▇▇▇ English Duma LLP, Stroock & Stroock & ▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇ ▇▇▇▇▇, each law firm, counsel for the Company, covering such matters incident to the transactions contemplated hereby as the Holders or their counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Designated Representative).

Purchase Permitted by Applicable Law, Etc

. On the Closing Date such Holder’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Holder is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Holder to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof.

Sale of Other Notes

. Contemporaneously with the Closing the Obligors shall sell to each other Holder and each other Holder shall purchase the Notes to be purchased by it at the Closing as specified in Schedule B.

Private Placement Number

. A private placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) has been obtained for the Notes.  The Private Placement Number is 09624*AA5.

Changes in Corporate Structure

.  As of the Closing Date, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements delivered to Designated Representative; other than the transaction pursuant to the merger agreement, dated November 14, 2012, by and  between Bluegreen Corporation, BFC Financial Corporation, Woodbridge Holdings LLC and BXG Florida Corporation.

Funding Instructions

.  At least three (3) Business Days prior to the Closing Date, each Holder shall have received written instructions signed by a Responsible Officer on letterhead of Bluegreen Corporation confirming the information specified in Schedule 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

Proceedings and Documents

.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to the Holders and their special counsel, and the Holders and their special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Holders or such special counsel may reasonably request.

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UCC-1 Financing Statements

.  The Designated Representative shall have received confirmation that UCC-1 financing statements naming Agent as secured party and the Company as debtor describing all Collateral assigned by Company to Agent, for the benefit of Holders, pursuant hereto have been filed with the Secretary of States of the Commonwealth of Massachusetts and of the States of Delaware and Florida and in the public records of ▇▇▇▇▇ County, Nevada and any other jurisdiction in which a Resort is located.

Association Documents

.  The Designated Representative shall have received a copy of the articles of incorporation and by-laws of the Associations and all amendments thereto for each of the Resorts.

Resort Documents and Vacation Club Documents

.  The Designated Representative shall have received an accurate and complete copy of each of the Resort Documents for the Resorts and all amendments thereto, and an accurate and complete copy of the Vacation Club Documents and all amendments thereto from the Company or its Affiliates and Subsidiaries.  The copies of such documents provided to the Designated Representative or any of the Holders as of the Closing Date are accurate and complete.

Solvency Certificate

.  The Designated Representative shall have received a certificate of the chief financial officer (or, in the absence of a chief financial officer, the chief executive officer) of each of Bluegreen Corporation, BRM, Bluegreen Nevada, BVU and TFRI, in the respective forms attached hereto as Schedule 4.15 (the “Solvency Certificate”).

Good Standing Certificates

.  The Designated Representative shall have received current good standing certificates issued by the secretaries of the states of its respective formation and all other states in which a failure to be qualified and in good standing could have a Material Adverse Effect, confirming the current good standing and qualification of the Company and each Association of any Resort in such states.

Insurance

.  The Designated Representative shall have received certificates of insurance or policies of insurance evidencing that all insurance policies required by the Declarations related to Associations for each of the Resorts are in force and will not be canceled without the notice as more specifically provided in and subject to Section 5.21.

UCC-1 Search Report

.  The Designated Representative shall have received a current search report from a UCC search company approved by the Designated Representative setting forth all UCC-1 filings, tax liens and judgment liens made against the Company.  Such search report must indicate that at the time of the filing of the financing statements (Form UCC-1) in favor of Agent there were on file no financing statements or liens evidencing a security interest in any Collateral.

Title Report/Form of Title Insurance

.  The Designated Representative shall have received a title insurance commitment and pro forma title insurance policy for each Resort from a Title Insurance Company in all respects satisfactory to the Holders and containing such affirmative coverage and title endorsements as Holders deem necessary.  The condition of

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title must be satisfactory to the Holders in all respects including, without limitation, a first priority lien in and to the Mortgaged Property subject only to Permitted Liens (“Title Policy”).

Taxes and Assessments

.  The Designated Representative shall have received evidence that all taxes and Assessments related to any Resort (and related to any other Resort upon the written request of the Designated Representative) or for which the Company is responsible for collection which are then due and payable, have been paid, which taxes and Assessments include, without limitation, real property taxes, and any Assessments related to any Resort (and related to any other Resort upon the written request of the Designated Representative), except only for items that the Company is currently contesting in good faith and that are described on Schedule 4.20 and for which adequate reserves have been established in accordance with GAAP, consistently applied, unless indicated otherwise in Schedule 4.20.

Timeshare Approvals

.  The Designated Representative shall have received evidence that all Timeshare Approvals for each Resort and the Vacation Club have been issued or obtained, and that they remain in full force and effect.

Guaranty

.  Bluegreen Nevada shall have executed and delivered the Guaranty in the form of Schedule 4.22.

Compliance

.  The Designated Representative shall have received evidence satisfactory to the Holders that the Company and each Resort and the Vacation Club are in compliance with all Applicable Law in a manner that the Company’s failure to so comply would not be reasonably expected to result in a Material Adverse Change.

Releases

.  The Designated Representative shall have received satisfactory releases and satisfactions from all Persons holding Liens, claims or encumbrances against any of the Collateral.

Fees: Expenses

.  The Company shall have paid any fees and expenses required to be paid to Agent or to other Persons prior to or at Closing pursuant to this Agreement.

Consents, Permits and Approvals

.  The Designated Representative shall have received copies of all applicable material Permits, approvals, consents and licenses required to be obtained under Applicable Laws or pursuant to any contractual obligations of any Obligor in connection with the execution, delivery, performance, validity or enforceability of any of the Collateral Documents or any of the transactions contemplated thereby.  The Designated Representative shall have received copies of all applicable material Permits, approvals, consents and licenses for the Resort and satisfactory evidence that the Resort (and any other Resort upon the written request of the Designated Representative) and the intended uses of the Resort (and any other Resort upon the written request of the Designated Representative) are and will be in compliance with all Applicable Laws.  Such evidence may include letters, licenses, Permits, certificates and other correspondence from the appropriate governmental authorities, opinions of Company’s attorney or other attorneys and opinions or certifications, as the Holders may determine or other confirmation acceptable to the Holders.   The Designated Representative shall have received all requested approvals, Permits and consents for the Vacation Club.

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Servicing Agreements

.  The Designated Representative shall receive an executed copy of the Servicing Agreement and the Back-up Servicing Agreement.

Compliance with Planning, Land Use and Zoning Stipulations

.  The Company shall have furnished the Designated Representative with evidence of each Resort’s compliance with applicable zoning, planning, land use and other governmental requirements as Holders may require, including without limitation, evidence satisfactory to the Holders that Company or its Affiliates has complied with all conditions of the zoning, planning, land use and related approvals, and has received all permits required thereunder for any Resort.

Litigation Search

.  The Designated Representative shall receive evidence satisfactory to the Holders that no bankruptcy, foreclosure or other material litigation or judgments are outstanding against the Resort, the Vacation Club or Company, except as disclosed in the Company’s periodic filings with the SEC or on Schedule 5.18 hereto.

Environmental Site Assessment Reports

.  The Designated Representative shall have received the existing Phase 1 Environmental Site Assessment Report with respect to the Resort and the Designated Representative shall be satisfied with the contents of such report.

No Material Adverse Effect

. As of the Closing Date, there shall not have occurred any Material Adverse Change from that which was reflected on the financial statements dated September 30, 2012, provided to the Designated Representative or any liabilities or obligations of any nature with respect to Bluegreen Corporation which could reasonably be likely to have a Material Adverse Effect.  The Designated Representative shall have received (A) audited, annual financial statements of Bluegreen Corporation for such prior years as the Designated Representative shall reasonably request in writing, and (B) annual financial statements of each Association and the Vacation Club for such prior years as the Designated Representative shall reasonably request in writing.

Residual Interest; Membership Interest

.

Other

.  The Designated Representative shall receive such other documents and items as the Designated Representative may request in writing in its Permitted Discretion.

The Company represents and warrants to each Holder as follows. References in Article 5 to the Company shall be deemed to refer to each of Bluegreen Corporation, Bluegreen Nevada, BVU, BRM and TFRI individually, except where otherwise specified.

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Organization; Power and Authority

.

Authorization, Etc.

 This Agreement and the Notes have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of the Obligors, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal,  valid and binding obligation of the Obligors enforceable against the Obligors in accordance with its terms, except as such enforceability may be limited by (i)

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applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Guaranty has been duly authorized by all necessary limited liability company action by the Guarantor, and the Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Disclosure

.  This Agreement, the financial statements and the documents, certificates or other writings delivered to the Designated Representative on behalf of  the Holders by or on behalf of the Company prior to the Closing Date in connection with the transactions contemplated hereby, including any reports Bluegreen Corporation is required to file with the SEC (this Agreement and such documents, certificates or other writings and such financial statements delivered to each Holder being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.  Except as disclosed in the Disclosure Documents, since September 30, 2012, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Organization and Ownership of Shares or Equity Interests of Subsidiaries; Affiliates

.

Financial Statements and Reports

.  All financial statements and financial information relating to Bluegreen Corporation and the applicable Association that have been or may hereafter be delivered to the Designated Representative by the Company (a) are consistent with the books of account and records of Bluegreen Corporation and the applicable Association, (b) have been prepared in accordance with GAAP, on a consistent basis throughout the indicated periods, except that the unaudited financial statements may contain no footnotes or year-end adjustments, and (c) present fairly in all material respects the financial condition, assets and liabilities and results of operations of Bluegreen Corporation and the applicable Association at the dates and for the relevant periods indicated in accordance with GAAP on a basis consistently applied, except that the unaudited financial statements may contain no footnotes or year-end adjustments.  Bluegreen Corporation and the applicable Association do not have any material obligations or liabilities of any kind required to be disclosed therein that are not disclosed in such financial statements, and since the date of the most recent financial statements submitted to the Designated Representative pursuant to Section 9.7 (or since September 30, 2012 with respect to Bluegreen Corporation and since December 31, 2011 with respect to the applicable Association, if financial statements have not yet been required to have been delivered pursuant to Section 9.7), there has not occurred any Material Adverse Change or, to Company’s knowledge, any other event or condition that could reasonably be expected to be, have or result in a Material Adverse Change.

Compliance with Laws, Other Instruments, Etc.

 The execution, delivery and performance by the Company of this Agreement and the Notes will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of, any property of the Company or any Subsidiary under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

Governmental Authorizations, Etc.

 No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

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Licenses, Permits, Etc.

 Each of the entities comprising the Company owns or possesses and will at all times continue to possess, all of its respective requisite franchises, certificates of convenience and necessity, operating rights, approvals, licenses, Permits, consents, authorizations, exemptions, patents, copyrights, proprietary software, service marks, trademarks, trade secrets or rights thereto and orders as are reasonably necessary or appropriate to carry on its respective business operations as it is now being conducted, including, as applicable, the operation and management of each Resort and the sale of Vacation Ownership Interests without any known conflict with the rights of others and, with respect to the Company and the Collateral, in each case subject to no mortgage, pledge, Lien, lease, encumbrance, charge, security interest, title retention agreement, or option other than the Permitted Liens, except where the failure to own or possess said licenses or permits would not reasonably be expected to result in a Material Adverse Change.  Each of the entities comprising the Company is in compliance in all material respects with all applicable Permits, except where the failure to so comply would not reasonably be expected to result in a Material Adverse Change.  All such franchises, certificates of convenience and necessity, operating rights, approvals, licenses, permits, consents, authorizations, exemptions, patents, copyrights, proprietary software, service marks, trademarks, trade secrets or rights thereto and orders are presently in full force and effect, and there is no action currently pending or, to the knowledge of the Company, threatened effort to revoke or modify any of them.

Compliance with ERISA

.

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Private Offering by the Obligors

.  Neither the Obligors, Guarantor nor anyone acting on their behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Holders, each of which has been offered the Notes at a private sale for investment.  None of the Obligors, Guarantor nor anyone acting on their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Use of Proceeds; Margin Regulations

.  The Obligors or a Subsidiary will apply the proceeds of the sale of the Notes hereunder (a) to pay certain costs of issuance of the Notes, (b) if the Rating Option is selected, to fund the Reserve Account, if required, (c) to pay a portion of the merger consideration pursuant to the merger agreement more particularly described in Section 10.2(a) of this Agreement and (d) for general corporate purposes; provided that no part of the proceeds from the sale of the Notes hereunder shall be used to prepay any Indebtedness of the Company or its Affiliates backed by receivables.  No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).  Margin stock does not constitute more than 0% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 0% of the value of such assets.  As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Existing Indebtedness; Future Liens

.  Except as described therein, Schedule 5.13 sets forth a complete and correct list of all outstanding Indebtedness of  Bluegreen Corporation and its Subsidiaries as of February 28, 2013 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of  Bluegreen Corporation or its

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Subsidiaries.  Neither Bluegreen Corporation nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of Bluegreen Corporation or such Subsidiary and no event or condition exists with respect to any Indebtedness of Bluegreen Corporation or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

            (2)            To the Company’s actual knowledge after making due inquiry, neither the Company nor any Subsidiary has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Government Official in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage; and

            (3)            No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage.  The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Subsidiary is and will continue to be in compliance with all applicable current and future Anti-Corruption Laws.

Status under Certain Statutes

.  Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

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Title to Collateral

.  Each of the entities comprising the Company has good and valid title to all of its respective Collateral free and clear of all Liens of any kind, excepting only Liens in favor of Agent or Permitted Liens.  There are no Liens against any of the Collateral consisting of the Mortgaged Property, the Residual Interest, the Membership Interest, or related Security Documents, other than Liens in favor of Agent or Permitted Liens against the Mortgaged Property.  Each of the entities comprising the Company will defend its title to its respective Collateral against any claims of all Persons other than Agent.

Litigation

.  Except as set forth on Schedule 5.18, there are no suits, actions or proceedings pending or to the best of the Company’s knowledge, threatened, against or affecting any Resort, any Securitization, the Collateral, the Company, the Club Trustee, the Associations, the Vacation Club, or any of their respective Property, at law or in equity before any court or before any governmental or regulatory authority or agency, arbitration board or other tribunal, which would reasonably be expected to result in a Material Adverse Change.  Neither the Company nor any Subsidiary has received any written notice from any court, Governmental Authority or agency or other tribunal alleging that the Company, any Subsidiary  or any Resort has violated in any material respect any Applicable Law, the Declarations, the Club Trust Agreement or other agreements or arrangements, in a manner which would reasonably be expected to result in a Material Adverse Change.

Tax Returns; Taxes

.

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Solvency

.  Each Obligor and Guarantor is solvent as of the Closing Date, and, after giving effect to the contemplated transaction will be solvent.  No transfer of property is being made by any Obligor or Guarantor and no obligation is being incurred by any Obligor or Guarantor in connection with the transactions contemplated by this Agreement and the issuance of the Notes with the intent to hinder, delay, or defraud either present or future creditors of any Obligor or Guarantor.

Insurance

.  All the insurance required by the Declarations related to the Vacation Club Managed Association, the Collateral Documents and this Agreement to be obtained has been obtained, is presently in full force and effect and all premiums thereon have been fully paid when due to date.  Each of the Company’s certificates evidencing, as applicable, property or liability insurance and in respect to which Agent, for the benefit of Holders, has been indicated as a loss payee, additional insured or certificate holder, as applicable, shall provide that the related policy may not be canceled or materially changed except upon (i) endeavoring to provide and subject to policy conditions  ten (10) days’ prior written notice, with respect to property insurance coverage, and (ii) endeavoring to provide and subject to policy conditions ten (10) days’ prior written notice, with respect to liability insurance coverage, of intention of non-

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renewal, cancellation or material change to Agent and that no act or thing done by the Company shall invalidate any policy as against Agent or any Holder; provided, however, that the Company agrees to use commercially reasonable efforts to require the applicable insurer to provide thirty (30) days’ prior written notice of cancellation.  Agent has been named as an additional insured, certificate holder or loss payee on such certificates, as applicable.

Names, Addresses and States of Formation

.  During the past five (5) years, none of the Obligors or Guarantor has been known by any names, nor has any of the Obligors or Guarantor been located at any addresses, other than those set forth on Schedule 5.22.  The portions of the Collateral which are tangible property and have not been delivered to Agent and the books and records pertaining thereto will at all times be located at the address for Bluegreen Corporation set forth on Schedule 5.22: or such other location determined by the Company after prior notice to Agent and delivery to Agent of any items requested in writing by Agent to maintain perfection and priority of Agent’s and the Holder's security interests and access to such books and records.  Schedule 5.22 identifies the chief executive office, principal place of business and state of formation of each Obligor and Guarantor.

Non-Subordination

.  The Obligations are not subordinated in any way to any other obligations of the Company or to the rights of any other Person, excluding Permitted Liens.

Declarations

.  The Resort, all Common Areas and Common Furnishings intended for use in connection therewith have been and will continue to be duly submitted to the provisions of the applicable Declaration, which has been recorded in the real property records of the jurisdiction in which the applicable Resort is located.  The applicable Declaration will not be cancelled or terminated without the prior written consent of the Designated Representative,  and will not be amended without the prior written consent of the Designated Representative, which consent will not be unreasonably withheld, delayed or denied.  In the event of the failure of the Designated Representative to respond to a proposed written notice of any such amendment sent by both overnight courier and email notification (to the address provided by Designated Representative hereunder for notice purposes) within thirty (30) days of receipt of written notice thereof, then the Designated Representative shall be deemed to have provided such written consent to the action specified in the subject written notice.

Zoning Laws, Building Codes, Etc.

 Each Resort, all the buildings and other improvements in which the Unit is situated and all amenities for such Unit have been or will be completed in compliance with all applicable zoning codes, building codes, health codes, fire and safety codes except as set forth on Schedule 5.25 and other Applicable Laws, in a manner that the Company's failure to so comply would not be reasonably expected to result in a Material Adverse Change.  All material inspections, licenses, permits required to be made or issued in respect of such buildings and amenities have been or will be made or issued by the appropriate authorities.  The use and occupancy of such buildings for their intended purposes are and will be lawful under all Applicable Laws.  Final certificates of occupancy or the applicable jurisdictional equivalent have been issued and are in effect for each Unit at a Resort or the Resort as a whole.  To the Company’s knowledge, the timeshare use and occupancy of any Unit do not and will not violate or constitute a non-conforming use under any private covenant or restriction

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or any zoning, use or similar law, ordinance or regulation affecting the use or occupancy of the applicable Resort.

Property Taxes and Fees

.  All real property taxes, condominium and similar maintenance fees, rents, Assessments and like charges affecting any of the Mortgaged Property have been fully paid to date, to the extent such items are due and payable.  As of the Closing Date, Bluegreen Nevada has paid all taxes and Assessments due with respect to the Mortgaged Property and does not owe any taxes or Assessments to the Association or to any Governmental Authority.

Investment Company Act, Etc

.  The Company is not (a) an “investment company” or “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.

Timeshare Approvals

.  Each Resort has been approved by the applicable Division as a timeshare project and has been established and dedicated as a single site timeshare project and as a Component Site of the Bluegreen Vacation Club timeshare plan in full compliance with all Applicable Laws, including without limitation, the applicable timeshare act.  The Company has received evidence of, all registrations, approvals, licenses and Permits required under all Applicable Laws for each Resort to be operated as a timeshare project and as a Component Site of the Bluegreen Vacation Club timeshare plan, for the sale of Vacation Ownership Interests in such Resort, and for the ownership, operation and management of such Resort.

Sale of Vacation Ownership Interests

.  The Vacation Ownership Interests which secure the Mortgage are, as of the Closing Date, registered or exempt from timeshare registration under Applicable Laws in the respective states in which each are marketed and/or sold, including those states listed on Schedule 5.29, as applicable.  The Vacation Ownership Interests which secure the Mortgage will be, after the Closing Date, registered or exempt from timeshare registration under Applicable Laws in the respective states in which each are marketed and/or sold, as applicable.  All sales have been and will be made in compliance with all Applicable Laws and utilizing then current and approved public reports in a manner that the Company’s failure to so comply would not be reasonably expected to result in a Material Adverse Change.  The marketing, sale, offering for sale, rental, solicitation of purchasers and financing of Vacation Ownership Interests related to any Resort: (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; (b) will not violate Applicable Laws or any applicable land sales or consumer protection law, statute or regulation in a manner that would reasonably be expected to result in a Material Adverse Change; and (c) will not violate any applicable consumer credit or usury statute in a manner that would reasonably be expected to result in a Material Adverse Change.

Brokers

.  All marketing and sales activities have been and will be performed by employees or independent contractors of the Company or its Affiliates, all of

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whom are and will be properly licensed or exempt from licensing in accordance with Applicable Laws.  The Company or its Affiliates will retain a duly licensed broker of record for each Resort as may be required by Applicable Law in the state in which each Resort is located.

Resort Documents

.  The Company has furnished the Designated Representative with true and correct copies of the Resort Documents listed on Schedule 5.31 hereto, which constitute all of the material Resort Documents applicable to each Resort and the form and content of which have been approved by all applicable Governmental Authorities, to the extent required.  Each Resort Document complies in all material respects with all Applicable Law and there exist no outstanding violations or breaches of any such Resort Documents.

Assessments

.  The Company or its Subsidiaries or Affiliates, with respect to unsold Vacation Ownership Interests in a Resort automatically will be a member of the applicable Association for such Resort, which Association has authority to levy annual Assessments to cover the costs of maintaining and operating such Resort.  Any Lien for unpaid Assessments relating to the Vacation Ownership Interests comprising the Mortgaged Property will at all times be subordinate to the lien of each Mortgage.  Each applicable Association is and will continue to be solvent.  Levied Assessments are and will be adequate to cover the current costs of maintaining and operating the applicable Resort and to establish and maintain a reasonable reserve for capital improvements.  To Company’s knowledge, there are no reasonably foreseeable circumstances which could give rise to a material increase in Assessments, except for additions of subsequent phases of a Resort that will not materially increase Assessments.

Club Trust Agreement and Other Vacation Club Documents

.  Company has delivered or caused to be delivered to the Designated Representative a true and complete copy of the fully executed Club Trust Agreement and all amendments thereto and other Vacation Club Documents.  Company shall use its best efforts to ensure that the Club Trust Agreement and other Vacation Club Documents will not be amended, modified or supplemented unless any such amendment, modification or supplement is permitted in accordance with the terms of the Club Trust Agreement and Applicable Law, and a copy has been delivered to the Designated Representative.  To the best of Company’s knowledge, there are no existing outstanding violations or breaches of the Club Trust Agreement or the other Vacation Club Documents.  The Resort is as of the Closing Date and shall continue to be a Component Site in the Bluegreen Vacation Club timeshare plan at all times thereafter.

Mortgaged Property

.  Each Mortgage constitutes and shall continue to constitute a valid and enforceable first Lien on the Vacation Ownership Interests comprising the Mortgaged Property.  

Intentionally Omitted

.  

Each entity comprising the Company represents and warrants as follows:

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Reservation System

.  The Reservation System for the Vacation Club is fully operational for its intended purpose.  The Company represents that the Reservation System for the Bluegreen Vacation Club timeshare plan including the computer software is owned or licensed by BRM free and clear of any Liens, pledges or assignments and that there are no lease or other financial terms regarding use of the Reservation System for the benefit of the Bluegreen Vacation Club timeshare plan excepting only the portion of Bluegreen Vacation Club dues paid by Owners attributable to the Vacation Club Manager’s management fee.  The Reservation System shall continue in operation and shall be available to the Bluegreen Vacation Club timeshare plan and the Reservation System shall continually be operated to assure the ability of Owners to exercise and use their Vacation Ownership Interests and Vacation Points.  Company acknowledges the significance of the Reservation System to the ability of the Resort and the Bluegreen Vacation Club timeshare plan to operate properly and allow Owners to reserve Units and exercise use rights in accordance with their Owner Agreement and the applicable Vacation Club Documents.  The Company agrees to prepare reports and provide information on the Reservation System promptly upon request from Designated Representative.  The Reservation System for the Component Sites shall continue to be operational and available for use by Owners to assure the ability of Owners to reserve Units and exercise their use rights in accordance with the Vacation Club Documents.  If Agent, Holder or any of their successors or assigns becomes the manager of the Resort, the Reservation System will continue to be available to Agent or its successors or assigns for an agreed upon transitional period of time until any successor manager is able to substitute an alternative reservation system.

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Legal Compliance

.  The Company and the applicable Association have, in all material respects, complied fully with all Applicable Laws in connection with the Resort, the Vacation Club and the Collateral and to the best of Company's knowledge, the applicable Association has complied fully with all Applicable Laws in connection with the Resort,  including but not limited to the extent applicable (i) the Interstate Land Sales Full Disclosure Act; (ii) any applicable condominium and timeshare statutes, rules, and regulations, including but not limited to those governing the administration and operation of each applicable Association and those requiring registration of the Units as a legal prerequisite to the marketing and sale thereof, including, without limitation, the applicable timeshare act; (iii) Regulation Z of the Federal Reserve Board; (iv) the Equal Credit Opportunity Act; (v) Regulation B of the Federal Reserve Board; (vi) Section 5 and the "Do Not Call" provisions of the Federal Trade

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Commission Act; (vii) all applicable state and federal securities laws; (viii) all applicable usury laws; (ix) all applicable trade practices, home and telephone solicitation, sweepstakes, lottery, and other consumer credit and protection laws; (x) all applicable real estate sales licensing, disclosure, reporting, and escrow laws; (xi) the Americans with Disabilities Act of 1990 and all other accessibility requirements; (xii) the federal postal laws; (xiii) the Real Estate Settlement Procedures Act; (xiv) the Fair Housing Act of 1968;(xv) the FTC Privacy Act; (xvi) the Patriot Act; and (xvii) all amendments to and rules and regulations promulgated under the foregoing, all if and as applicable, to the extent non-compliance is not reasonably expected to cause a Material Adverse Effect.  Furthermore, each Resort and the material improvements thereat have been constructed and are and will continue to be operated in compliance with all applicable zoning requirements, building codes, subdivision ordinances, licensing requirements, all covenants, conditions, and restrictions of record, and all other Applicable Laws to the extent non-compliance is not reasonably expected to cause a Material Adverse Effect. The Company's marketing and sales practices are in compliance with all Applicable Laws, to the extent non-compliance is not reasonably expected to cause a Material Adverse Effect.

Survival

.  Company hereby makes the representations and warranties contained in this Article 5 with the knowledge and intention that Agent and Holders are relying and will rely thereon.  All such representations and warranties will survive the execution and delivery of this Agreement, the Closing and the purchase of the Notes.

Completed Inventory Collateral Value.  The aggregate retail value (based on the lesser of $1.60 per Vacation Point or the current quarterly average price per Vacation Point) of the Completed Inventory Collateral designated to make up Vacation Ownership Interests comprising a portion of the Mortgaged Property in order to secure in part the offered Notes is approximately $130 million as of the Closing Date.

Purchase for Investment

.  Each Holder severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Holder or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such ▇▇▇▇▇▇’s property shall at all times be within such ▇▇▇▇▇▇’s control.  Each Holder understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available and that the Company is not required to register the Notes.  Each Holder shall be deemed to make the representations set forth in the Investment Letter in the form set forth in Schedule 6.1, which representations are incorporated herein by reference.

Source of Funds

.  Each Holder severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Holder to pay the purchase price of the Notes to be purchased by such Holder hereunder:

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

(b) The Agent shall have exclusive control over and sole right of withdrawal with respect to, each of the Collection Account, the Cash Collateral Account and the Reserve Account (collectively, the “Controlled Accounts”). All of the Controlled Accounts shall be subject to the Control Agreement.  Any and all funds at any time on deposit in any Controlled Account shall be segregated on the books and records of the Securities Intermediary and shall be held by the Securities Intermediary for the sole and exclusive benefit of the Agent on behalf of the Holders, subject to the terms of this Agreement and the Control Agreement. On the Closing Date from the proceeds of the sale of the Notes, or on a subsequent date pursuant to Section 8.10(a)(iv) and/or by a deposit by Bluegreen Corporation to the Reserve Account,   the Reserve Account shall be funded in an amount equal to the Required Reserve Amount, if any, for such date. Each party hereto (including the Agent and the Designated Representative, respectively, with respect to any Obligation owed to it) and each Holder waives any right of set-off with respect to the Controlled Accounts and the amounts credited thereto, and the investments therein. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in the Controlled Accounts may be invested at the direction of Bluegreen Corporation in Eligible Investments maturing no later than the Business Day immediately preceding the Payment Date following investment. All income or other gains (net of losses) from the investment of amounts to the credit of the

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Controlled Accounts shall be deposited to such account immediately upon receipt. The Agent shall not be liable in any way for the insufficiency of amounts to the credit of the Controlled Accounts resulting from losses on investments made or transferred in accordance with the provisions of this Section 7.1, including, but not limited to, losses resulting from the sale or depreciation in the market value of such investments.

The Cash Collateral Account.  The Cash Collateral Account may be funded in accordance with Section 8.10(a)(vii) or by deposit of cash by Bluegreen Corporation.  The amount of cash that may be deposited by Bluegreen Corporation into the Cash Collateral Account at any time is limited to the least amount as shall be required to cause each of the Collateral Tests to be satisfied, plus the amount of cash, if any, permitted to be deposited to the Cash Collateral Account pursuant to Section 7.3 to cure a failure to satisfy the Residual Interest Test (such amount, the “Cash Collateral Amount”).

The Residual Interest Test

. In the event that the Residual Interest Test is not satisfied and there exists an Eligible Residual Interest which is not subject to the Lien of this Agreement, the Company may not apply any other type of Collateral (including cash) to cure such Residual Interest Test other than an Eligible Residual Interest which is not subject to the Lien of this Agreement; provided, that during the forty-five (45) calendar day period from and after the date of issuance of an Eligible Residual Interest (while the Company is effecting the transfer of the Eligible Residual Certificate to TFRI) (the "Cash Cure Period") the Company may deposit cash to the Cash Collateral Account to cure the Residual Interest Test; provided, further, that if the Company has not accomplished the pledge of such Eligible Residual Interest hereunder within the Cash Cure Period, (i) such residual interest shall no longer be an Eligible Residual Interest, and (ii)  any cash deposited to the Cash Collateral Account to cure a failure to satisfy the Residual Interest Test during the Cash Cure Period ("Residual Interest Cash") may not be released from the Cash Collateral Account until the Notes are paid in full. 

Allocation of Partial Prepayments

.   In the case of each partial payment or prepayment of the Notes pursuant to Section 8.10, the principal amount of the Notes to be paid or prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Maturity; Surrender, Etc.

.  The Notes shall mature on the Maturity Date.  In the case of each voluntary prepayment of Notes pursuant to this Article 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Voluntary Termination Amount, if any.  From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Voluntary Termination Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue.  Any Note paid or prepaid in full shall be surrendered to the Agent 

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and Note Registrar and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Purchase of Notes

.  The Obligors will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes.  The Obligors will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Note Rate

.  The per annum rate of interest payable by the Obligors shall be a fixed rate of interest (“Note Rate”).  The initial Note Rate is 8.80% per annum, which may be decreased one time, based on Rating Option as set forth in Section 8.20 below.

Payments Due on Non-Business Days

.  Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.12 that the notice of any voluntary prepayment specify a Payment Date as the date fixed for such prepayment), (x) subject to clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Voluntary Termination Amount or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day. For the avoidance of doubt, all payments of principal, including mandatory and voluntary prepayments, and all payments of a Voluntary Termination Amount shall be due on a Payment Date.

Principal Payments on the Notes

.  Payments of principal on the Notes shall be based on the aggregate principal amount of Notes that are outstanding held by each Holder of Notes. The amount of principal to be paid on each Payment Date is: (A) the Scheduled Amount, plus any Scheduled Amount not paid on any prior Payment Date (the “Principal Distributable Amount”), (B) if an Event of Default has occurred and the Notes have become due and payable, the aggregate unpaid principal balance of the Notes shall become immediately

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due and payable and (C) the aggregate principal amount of the Notes shall be due on the Maturity Date.

Available Monies and Payment Priorities

.  (a) The Agent will make the following distributions and transfers in accordance with the priorities set forth below. The Agent will make distributions pursuant to Section 8.10 with respect to a Payment Date based on the related Monthly Collateral Report. The Agent in its capacity as Paying Agent shall pay to the Holders any amount specified in Section 8.10 to be paid to the Holders. Payments of principal and interest on the Notes will be made on each Payment Date in accordance with the following order of priority from the sources of funds indicated. Funds distributed from the Collection Account for a Payment Date pursuant to this Section 8.10 will be the funds, including Eligible Investments, deposited into the Collection Account during the related Collection Period; provided that all remaining amounts on deposit in the Collection Account will be distributed pursuant to priority (iii) on the Maturity Date (and thereafter) and pursuant to priority (vi) if an Event of Default has occurred and the Notes have become due and payable or if a Termination Event has occurred.

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In the event that amounts distributed under this Section 8.10 are insufficient for payment of the amounts required above or the amounts that may be required pursuant to Section 8.11 below, the Obligors shall immediately pay an amount equal to the extent of such insufficiency.

(b)            The Obligors absolutely and unconditionally promise to pay, when due and payable pursuant hereto, principal, interest and all other amounts and payment Obligations payable, hereunder or under any other  Collateral Document, without any right of rescission and, except as may be specifically permitted pursuant to Section 22.3, without any deduction whatsoever, including any deduction for set-off, recoupment or counterclaim, notwithstanding any damage to, defects in or destruction of the Collateral or any other event, including obsolescence of any property or improvements.  Except as expressly provided for herein, the Obligors hereby waive setoff, recoupment, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, except with respect to notices and demands as specifically provided in this Agreement or the other Collateral Documents, and the pleading of any statute of limitations as a defense to any demand under this Agreement and any other Collateral Document.

Mandatory Prepayments

.  If the Company, in any transaction or series of related transactions, (a) sells any Collateral (other than Vacation Ownership Interests in the ordinary course of business) notwithstanding that such disposition is prohibited in this Agreement or (b) receives any property damage insurance award or any other insurance proceeds of any kind in connection with any Unit within which a Vacation Ownership Interest is situated and related to Completed Inventory Collateral and does not apply such funds to repair or replace the damaged Unit, then it shall, subject to, in the case of the foregoing clause (b), the terms of the Club Trust Agreement and any applicable Declaration, deposit the proceeds of such sale or receipt to the Collection Account as a mandatory prepayment on the Notes. In the case of clause (a) of the immediately preceding sentence, the Company shall pay to the Agent, in addition to the proceeds of the Collateral sold, as liquidated damages, and not as a penalty, an amount equal to the product of the amount equal to the Completed Inventory Collateral Value or Residual Interest Collateral Value, as applicable, of the Collateral sold times the percentage, if any, that would be applicable in connection with a Voluntary Termination of the Notes pursuant to Section 8.12(a) on the date of sale of the Collateral.

Payments by Designated Representative; Protective Advances

.  Notwithstanding any provision of any Collateral Documents, the Designated Representative on behalf of the Holders, in its Permitted Discretion, shall have the right, but not any obligation, at any time that the Company fails to do so, and from time to time, without prior notice, to: (a) obtain insurance (at the Company’s expense) covering any of the Collateral to the extent not obtained as required by the Company under any Collateral Documents; (b) discharge (at the Company’s expense) taxes or Liens affecting any of the Collateral that have not been paid in violation of any Collateral Documents or that jeopardize the Agent’s Lien priority in the Collateral, or, after the occurrence and continuance of a Potential Default, an Event of Default or a Termination Event; or (c) make any other payment (at the Company’s expense) for the

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administration, servicing, maintenance, preservation or protection of the Collateral, or, after the occurrence and continuance of a Potential Default, an Event of Default or a Termination Event, (each such advance or payment set forth in clauses (a), (b) and (c), a “Protective Advance”).  Designated Representative shall be reimbursed for all Protective Advances pursuant to Section 8.10 and any Protective Advances shall bear interest at the Note Rate from the date the Protective Advance is paid by Designated Representative until it is repaid.  No Protective Advance by Designated Representative shall be construed as a waiver by Agent, or any Holder of any Potential Default, Event of Default, Termination Event or any of the rights or remedies of Agent or any Holder.  If the Company fails to make a required payment that is the subject of a Protective Advance, then the Company irrevocably authorizes disbursement of any such funds to the Designated Representative, for the benefit of itself and the Holders, by way of direct payment of the relevant amount, interest or Obligations in accordance with Section 8.10 without necessity of any demand in accordance with the terms of this Section 8.14.

Grant of Security Interest; Collateral

.  To secure the payment and performance of the Obligations, the Company hereby grants to Agent, for the benefit of the Holders, a valid, perfected and continuing first priority (other than with respect to property or assets covered by Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the other Holders, all of the Company’s right, title and interest in, to and under all of the following, whether now owned or existing or hereafter from time to time acquired or coming into existence:

Notwithstanding the foregoing, the Mortgaged Property and Completed Inventory Collateral shall not include any Vacation Ownership Interests which are not encumbered by a

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Mortgage, the Reservation System, or any rights to the name “Bluegreen” or “Bluegreen Vacation Club” or any variation thereof. The Company covenants that at no time while the Notes are outstanding will reservations be made with respect to the use of Vacation Ownership Interests which at that time comprise the Mortgaged Property for a date more than eleven (11) months (or 15 months for “Premier Members” as such term is defined on the Closing Date) from the date of the making of the reservations; and no reservation will be made by Bluegreen Corporation, any of its Subsidiaries or any strategic alliance “partners” with respect to the use of Vacation Ownership Interests which at that time comprise the Mortgaged Property if at the time an Event of Default has occurred and is continuing. Notwithstanding the completion of a foreclosure or a deed in lieu of foreclosure on the Completed Inventory Collateral, Agent and Holders agree to honor valid reservations made by Bluegreen Vacation Club Owners, and other valid reservation holders at the time of such foreclosure or deed in lieu of foreclosure with respect to the use of Vacation Ownership Interests then owned by Agent, Holders or a successor, assignee or designee thereof.

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Permitted Contests

.  Notwithstanding anything in the Collateral Documents or otherwise to the contrary, after prior written notice to Agent and the Designated Representative, the Company at its expense may contest, by appropriate legal or other proceedings conducted in good faith and with due diligence, the amount or validity of any tax, charge, assessment, statute, regulation, or any monetary lien on or in respect of the Collateral, so long as: (i) in the case of an unpaid tax, charge, assessment or Lien, such proceedings suspend the collection thereof from the Company and the Collateral, and shall not interfere with the payment of any monies due under the Collateral in accordance with the terms of the Collateral Documents; (ii) none of the Collateral is, in the judgment of the Designated Representative, in any imminent danger of being sold, forfeited or lost; (iii) in the case of a statute or regulation, neither the Company, Agent, Designated Representative nor Holders is in any danger of any civil or criminal liability for failure to comply therewith; and (iv) the Company has furnished such security, if any, as may be required in the proceedings.

Payments and Release Provisions – Completed Inventory Collateral

.  The Company agrees punctually to pay or cause to be paid to the Agent all principal, interest and other Obligations due under the Notes or otherwise without any right of rescission, set off, counterclaim or defense for any reason.  The following payments shall be made by the owner of the Mortgaged Property in connection with the Completed Inventory Collateral:

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The Designated Representative and the Company shall mutually agree on a Minimum Inventory Release Schedule associated with any future Completed Inventory to be pledged to the Holders.  For the avoidance of doubt, minimum Release Payments will be calculated on a monthly basis and paid into the Collection Account by the Company as provided for in Section 8.18(a) for all sales of Vacation Ownership Interests which occurred during the prior month.

Rating Option

.  The initial rating on the Notes shall be deemed to be B (low) based upon S&P’s “B-” corporate rating of Bluegreen Corporation.  Bluegreen Corporation shall have the option (the “Rating Option”) to have a Rating Agency provide a rating of the Notes or Bluegreen Corporation on or prior to the Closing Date or within three (3) months following the Closing Date.  If no such rating is obtained within the designated time period, the initial rating shall be considered the final rating.  Any rating on the Notes (or, if the Notes were not rated, the Bluegreen Corporation corporate debt rating) higher than B (low)

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issued by or within three (3) months of the Closing Date shall be considered the final rating and shall be used to adjust the Note Rate on a going forward basis per the annual interest rates set forth herein as the “Note Rate”.  Any subsequent ratings actions, including upgrades, downgrades, new ratings or ratings withdrawals, however, shall not affect current or future pricing.  The one-time adjustment to the Note Rate based on the Rating Option is based on the rating and corresponding interest rates set forth below:

 

Any one-time decrease to the Note Rate as set forth above shall be effective on the first day of the next succeeding Interest Accrual Period after the rating is changed based on the exercise by Bluegreen Corporation of the Rating Option.  If Bluegreen Corporation exercises the Rating Option, it must deliver an executed “ratings letter” from DBRS to the Designated Representative and Agent setting forth the new rating within three (3) months of the Closing Date.    Such rating must include ongoing “rating surveillance”  as part of the rating agency engagement.

Computation of Rates; Lawful Limits

.  All rates hereunder shall be computed on the basis of a 360 day year  and twelve thirty (30) day months.  In no contingency or event whatsoever, whether by reason of acceleration or otherwise, shall the interest and other charges paid or agreed to be paid to Agent, for the benefit of the Holders, for the use, forbearance or detention of money hereunder exceed the Maximum Rate which a court of competent jurisdiction shall, in a final determination, deem applicable hereto.  If, due to any circumstance whatsoever, fulfillment of any provision hereof, at the time performance of such provision shall be due, shall exceed any such limit, then the obligation to be so fulfilled shall be reduced to such lawful limit, and, if Agent or Holders shall have received interest or any other charges of any kind which might be deemed to be interest in excess of the Maximum Rate, then such excess shall be applied first to any unpaid fees and charges hereunder, then to unpaid principal balance owed by the Company hereunder, and if the then remaining excess interest is greater than the previously unpaid principal balance, Agent and Holders shall promptly refund such excess amount to the Company and the provisions hereof shall be deemed amended to provide for such permissible rate.  The terms and provisions of this Section 8.21 shall control to the extent any other provision of any Collateral Document is inconsistent herewith.

Default Rate of Interest

.  Following the occurrence of an Event of Default, the Note Rate then in effect at such time with respect to the Obligations shall be increased by three percent (3.0%) per annum (subject to the Maximum Rate) (the “Default Rate”).  Interest at the Default Rate shall accrue from the initial date of such Event of Default until such Event of Default is waived or ceases to continue, and shall be payable upon demand.

The Company covenants as set forth in this Article 9 so long as any of the Notes are outstanding. Covenants in this Article 9 relating to the Company shall be deemed to refer to each

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of Bluegreen Corporation, Bluegreen Nevada, BVU, BRM and TFRI, individually, except where otherwise noted.

Compliance with Laws

.  Without limiting Section 10.4, the Company will, and will cause each of its Subsidiaries and the applicable Association to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the Patriot Act and the other laws and regulations that are referred to in Section 5.14, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Insurance

.  The Company will, and will cause the applicable Association and each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.  The Company will cause any insurance proceeds or condemnation proceeds to be used to rebuild any of the damaged Mortgaged Property in accordance with the applicable Declarations.

Maintenance of Properties

.  The Company will, and will cause the applicable Association and each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company, the applicable Association or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims

.  The Company will, and will cause each of its Subsidiaries and each applicable Association to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company, any Subsidiary or each applicable Association; provided that neither the Company, nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment

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of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence, Etc.

 Subject to Section 10.2, the Company will at all times preserve and keep its corporate or company existence in full force and effect.  Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate or company existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

Books and Records

.  Bluegreen Corporation and the applicable Association will maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over such entity, as the case may be.  Bluegreen Corporation and each applicable Association will keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets.  Bluegreen Corporation and each applicable Association have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective books, records, and accounts accurately reflect all transactions and dispositions of assets and Bluegreen Corporation will continue to maintain such system.

All such financial statements described above shall be prepared in accordance with GAAP consistently applied with prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments).  The Designated Representative acknowledges that the independent certified public accounting firms auditing the statements referred to in (i), (ii) and (iii) above as of the Closing Date are deemed acceptable to it.  Further, the Designated Representative acknowledges that Bluegreen Corporation’s timely filings with the SEC constitutes prompt delivery to the Designated Representative of such items.  With each annual and quarterly financial statement of the Company, the Company shall also deliver a compliance certificate of an officer of the Company, in the form satisfactory to the Designated Representative, stating that (A) such person has reviewed the relevant terms of  this Agreement and the condition of the Company and (B) to such person's knowledge, no Potential Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto.  Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants in substantially the form set forth on Schedule 9.7.

Payment of Obligations

.  The Obligors shall make full and timely indefeasible payment in cash of the principal of and interest on the Notes and all other Obligations when due and payable.

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Maintenance of Property

.  The Company shall maintain or cause the Vacation Club Managed Associations to maintain all properties and assets material to their business, the on-site amenities, the Units and the Resorts in good condition and make all necessary renewals, repairs, replacements, additions, betterments, and improvements thereto.  So long as Company manages the Associations, Company shall maintain or cause each Vacation Club Managed Association to maintain a reasonable reserve to assure compliance with the terms of the foregoing sentence.

Compliance with Legal and Other Obligations of the Company

.  The Company shall (a) comply with all Applicable Laws and tariffs of all Governmental Authorities applicable to it or its business, assets or operations, (b) pay all taxes (including any real estate taxes), assessments, fees, governmental charges, claims for labor, supplies, rent and all other obligations or liabilities of any kind when due and payable, except liabilities being contested in good faith and against which adequate reserves have been established in accordance with GAAP consistently applied, (c) perform in accordance with its terms each contract, agreement or other arrangement to which it is a party or by which it or any of the Collateral is bound, (d) properly file all reports required to be filed with any Governmental Authority and (e) comply with all other rules and regulations of the New York Stock Exchange, as applicable except under clauses (a), (b), (c), (d) and/or (e) where the failure to comply, pay, file or perform would not reasonably be expected to be, have or result in a Material Adverse Effect.

Existence and Rights

.  Subject to Section 10.2, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its respective existence, rights, privileges, qualifications, permits, licenses, franchises, and other rights material to its business, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Insurance

.  All the insurance required by the applicable Declaration, and any agreement to provide insurance for any Resort has been obtained, is presently in full force and effect and all premiums thereon have been or will be fully paid when due.  None of the policies for property insurance may be canceled or materially modified, except after endeavoring to provide at least ten (10) days written notice by the insurance carrier to Designated Representative 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 Designated Representative.  As of the applicable Closing Date, Agent 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.

Management

.  To the extent within its control, the Company shall cause the Resort to be managed at all times by a Person or Persons who have substantial experience, background and demonstrated ability to perform, in accordance with a Management Agreement satisfactory to the Designated Representative, and who are in all other respects satisfactory to the Designated Representative, with the understanding that the Vacation Club Manager is satisfactory to the Designated Representative.

Management Agreements

.  The Company shall keep (or shall cause the Associations to keep) Management Agreements with those managers in place as of the Closing

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Date, or such other property managers reasonably acceptable to the Designated Representative, for the Resort in full force and effect and shall perform their obligations thereunder. The Company shall not replace manager without the prior written consent of the Designated Representative or modify any of the Management Agreements in any manner without the prior written consent of the Designated Representative, which consent will not be unreasonably withheld, delayed or denied.  In the event of the failure of the Designated Representative to respond to a proposed written notice of any such amendment sent by both overnight courier and email notification (to the address provided by Designated Representative hereunder for notice purposes) within thirty (30) days of receipt of written notice thereof, then the Designated Representative shall be deemed to have provided such written consent to the action specified in the subject written notice.

Servicing Agreement; Backup Servicing Agreement

. Bluegreen Corporation shall keep the Servicing Agreement in full force and effect. Bluegreen Corporation shall keep the Backup Servicing Agreement (or a substitute Backup Servicing Agreement in full force and effect. The  Person serving as servicer shall at all times be reasonably satisfactory to the Designated Representative; it being understood that Bluegreen Corporation and Concord Servicing Corporation are satisfactory to the Designated Representative.

Resort Documents

.  The Company shall comply with all of their obligations under the applicable Resort Documents.  The Company shall not amend, modify, waive or terminate any of the Resort Documents, or enter into or permit the Associations to enter into any new Resort Documents which would in any way materially and adversely alter the Resort, the rights of Owners, the rights of Agent or any Holder foreclosing on any portion of the Mortgaged Property or any priority of past due Assessment claims over the Lien of the Mortgage, as applicable.

Assessments

.  The Company (i) shall use its commercially reasonable efforts to cause each Association related to a Resort to (A) discharge its obligations under the applicable Resort Documents and (B) maintain a reasonable reserve for capital improvements to the applicable Resort; and (ii) shall pay to such Association any amounts including Assessments and any subsidies as and when due from the Company or its Subsidiaries under the Resort Documents which amounts are sufficient to cover all of the Association’s annual expenses along with Assessments collected from the Owners.  The Company covenants that there are no Assessments or other amounts due to the Associations related to the Resort that are past due.  In the event that any such amount is due and owing to any applicable Association, such amount shall be promptly paid by the Company.

True Books

.  The Company shall (a) keep true, complete and accurate (in accordance with GAAP, except for the omission of footnotes and year-end adjustments in interim financial statements) books of record and account in accordance with commercially reasonable business practices in which true and correct entries are made of all of its dealings and transactions in all material respects; and (b) set up and maintain on its books such reserves as may be required by GAAP with respect to doubtful accounts and all taxes, assessments, charges, levies and claims and with respect to its business operations.

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Inspection; Periodic Audits; Quarterly Review

.  Subject to Applicable Law and Governing Documents, including, without limitation, applicable Declarations, the Company or its Affiliates shall permit and cause the Associations to permit employees or agents of the Designated Representative or Holders, from time to time, as required by the Designated Representative or Holders, to (a) inspect the Resorts, the unoccupied Units and the Company’s other properties; provided, however, absent an Event of Default or Termination Event, the Company’s obligations to reimburse the Designated Representative or Holders for reasonable costs and expenses for such inspections shall be limited to once per calendar year, and (b) examine or audit the Company’s and the Association’s books, accounts and records and to make copies and memoranda thereof; provided, however, absent an Event of Default or Termination Event, the Company’s obligations to reimburse the Designated Representative or Holders for reasonable costs and expenses for such examinations and audits shall be limited to twice per calendar year.  Subject to the qualifications set forth above, each inspection, examination and audit, shall be at the expense of the Company, including without limitation, reasonable costs of travel, lodging and meals.  The Designated Representative or Holders, as applicable, shall bear the expense of any such inspection, examination or audit which is performed more than as set forth in clause (a) or (b) above, as applicable in the absence of the occurrence of an Event of Default or Termination Event.

Further Assurances

.  The Company shall, at its sole cost, take such actions and provide the Agent from time to time with such agreements, financing statements and additional instruments, documents or information as the Designated Representative may in its reasonable discretion deem necessary or advisable to perfect, protect, maintain or enforce the Agent’s security interests in the Collateral, to permit Agent to protect or enforce its interest in the Collateral, or to carry out the terms of the this Agreement.  The Company hereby authorizes and appoints Agent and any officer of Agent as its attorney-in-fact, with full power of substitution, to take such actions as the Designated Representative may deem reasonably advisable to protect the Agent’s interests in the Collateral and its rights hereunder, to file at the Company’s expense financing statements, and amendments thereto, in those public offices deemed necessary or appropriate by the Designated Representative to establish, maintain and protect a continuously perfected security interest in the Collateral, and to execute on the Company’s behalf such other documents and notices as the Designated Representative or any Holder may deem reasonably advisable to protect the Collateral and its interests therein and its rights hereunder.  Such power being coupled with an interest is irrevocable.

Other Liens

.  If Liens other than Permitted Liens exist in relation to any Collateral, the Company immediately shall take all actions, and execute and deliver all documents and instruments necessary to promptly release and terminate such Liens.  Within two (2) Business Days of discovery of any Lien other than a Permitted Lien, the Company shall notify Agent and the Designated Representative in writing of the existence of such Lien.

Servicing

.  The Company shall cause Servicer to promptly provide the Designated Representative with true and complete copies of the monthly servicing report for each Securitization.  As of the Closing Date, Bluegreen Corporation is the Servicer under each Servicing Agreement.

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Operating Contracts

.  As of the Closing Date, the contracts, agreements and arrangements listed and described on Schedule 9.25 attached hereto, as amended from time to time, comprise all of the material agreements and arrangements relating to the operation of the Resort to which the Company is a party or holds any interest in and which in any way relate to the operations of the Mortgaged Property, including without limitation, with respect to utilities, maintenance and services, but not including the Management Agreements (collectively, the “Operating Contracts”).  For purposes hereof, “material” shall  mean and include all contracts, agreements and arrangements with an obligation on the part of the Company or an Affiliate to pay aggregate remittances equal to or in excess of $100,000 on an annual basis.

Consents

.  The Company shall obtain all consents, approvals and authorizations for the transactions contemplated under this Agreement applicable to the Company or the Mortgaged Property, which consents, approvals and authorizations must be in form and content acceptable to the Designated Representative in its reasonable discretion.

External Exchange Company Rating

.  Prior to the Closing Date, the Designated Representative shall have received evidence satisfactory to the Designated Representative that BG Club 36 is rated Gold by RCI LLC ("RCI") and remains so as of the Closing Date.

One to One Ratio Compliance

.  The Company’s  covenants that it will maintain the One to One Accommodations to Owner Beneficiary Ratio (“One to One Ratio”) in a manner consistent with the Vacation Club Trust Agreement and applicable state timeshare registrations. 

Hazardous Materials

.  The Company shall promptly notify the Designated Representative of any material change of which it has actual knowledge in the nature or extent of any Hazardous Materials maintained on, or under any of the Mortgaged Property or used in connection therewith, and will deliver to the Designated Representative copies of any citation, orders, notices or other material governmental or other communication received with respect to any other Hazardous Materials, or other environmentally regulated substances affecting any Mortgaged Property.  Upon becoming aware of the possible existence of Hazardous Materials affecting any of the Mortgaged Property, the Designated Representative shall have the right to require the Company to periodically perform an environmental audit and, if deemed reasonably necessary by the Designated Representative, an environmental risk assessment, each of which must be satisfactory to the Designated Representative, in its sole discretion with respect to any Resort.  Such audit and/or risk assessment must be conducted by a licensed environmental consultant.  The Company shall pay any reasonable and documented costs and expenses of such audit.

Pricing

.  The Company shall promptly notify Designated Representative of any material change in the retail pricing of Vacation Ownership Interests and appurtenant Vacation Points.  If an Event of Default or Termination Event occurs and is continuing, the retail pricing of a Vacation Ownership Interest and appurtenant Vacation Points shall not be adjusted

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upward or downward by more than 2.5%, without the prior written consent of the Designated Representative. 

Exchange Companies

.  The Company shall promptly notify Designated Representative if the affiliation of the Vacation Club or any Resort with RCI is terminated or suspended.

Cessation of Sales Business

.  The Company shall provide prompt notice to Designated Representative of any cessation of marketing or sales at the Resort.

Material Adverse Developments

.  Immediately upon becoming aware of any litigation, claim, action, proceeding, development or other information which could reasonably be expected to have a Material Adverse Effect, the Company shall provide the Designated Representative with telephonic, electronic mail or telegraphic notice, in each case followed by telecopied and mailed written confirmation, specifying the nature of such litigation, development, information, dispute or breach and such anticipated effect.  At the request of the Designated Representative, the Company shall appear in and defend in favor of Agent, at the Company’s sole expense, with regard to any such claim, action or proceeding.

Collection Policies

.  Attached hereto as Schedule D are the current collection policies of Bluegreen Corporation as such policies relate to the Securitization related to the BXG Note Trust 2012-A (the “2012-A Securitization”) (the “Collection Policies”). Bluegreen Corporation, as Servicer, will comply in all material respects with the Collection Policies with respect to each timeshare loan in the 2012-A Securitization. Bluegreen Corporation, as Servicer, shall notify the Designated Representative of any material change to, or amendment of, the Collection Policies.

Voting Rights

.

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Sales and Marketing Practices

.  The Company shall (a) maintain a system reasonably designed and operated to detect and deter material violations of state and federal timeshare sales and marketing practice regulations, and (b) promptly notify Designated Representative of any regulatory inquiry or action, if such inquiry or action could reasonably be expected to have a Material Adverse Effect;  provided that such disclosure shall be made in a manner consistent with the Company's privacy protection obligations.

Signage

.  The Company agrees that subsequent to an Event of Default and upon Agent's or a designee's successful foreclosure on the Completed Inventory Collateral, Agent or the Designated Representative may on behalf of the Holders in its sole discretion remove any signage identifying the Resort and substitute new signage at the Resort at the Company's sole expense.

Nonconsolidation.  Each of Bluegreen Corporation and TFRI will take all actions required to maintain TFRI's status as a separate legal entity, including the following actions:

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TFRI C Corporation Status.  The Company shall not and shall not permit TFRI to elect for TFRI to be treated for federal income tax purposes as other than a C corporation.  Any election to classify TFRI as a corporation for U.S. federal income tax purposes shall be made effective not later than as of the Closing Date.

Resort Sales and Operations.  The Company shall market, sell, manage and service the Completed Inventory Collateral in a manner consistent with the provisions of this Agreement and in a manner that would not reasonably be expected to result in a Material Adverse Change.

The Company covenants that so long as any of the Notes are outstanding:

Transactions with Affiliates

.  The Company will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another

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Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Merger, Consolidation, Etc.

    The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

            Any Person into which Bluegreen Corporation may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which Bluegreen  Corporation shall be a party, or any Person succeeding to the business of Bluegreen Corporation, shall be the successor of Bluegreen Corporation hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; and

No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes.

Line of Business

. Without the prior written consent of the Required Holders, which will not be unreasonably delayed, withheld or denied, the Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement.

Terrorism Sanctions Regulations

.  The Company will not and will not permit any Subsidiary (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target  of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have

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any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage, nor shall any Affiliate of either engage, in any activity that could subject such Person or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.

Reservation System

.  Other than the negative pledge in favor of Agent, the Company shall not create, incur or permit to exist any mortgage, pledge, encumbrance, Lien or security interest of any kind on the Reservation System, the Vacation Club Management Agreement or the Management Agreements for any Resort listed on Schedule C attached hereto.  For avoidance of doubt, the granting by the Company or any of its Affiliates to any Person of a non-exclusive license to use the Reservation System either prior to or subsequent to the Closing Date shall not be deemed to be a violation or breach of this Section 10.5.

Dividends; Redemptions; Equity

.  Following the occurrence and continuance of an Event of Default, Potential Default or Termination Event, Bluegreen Corporation will not (i) declare, pay or make any dividend or distribution on any Equity Interests or other securities or ownership interests or (ii) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities or interests or of any options to purchase or acquire any of the foregoing, nor will Bluegreen Corporation enter into any of the activities specified in (i) or (ii) if after giving effect thereto, any of the financial covenant tests set forth in Sections 10.14, 10.15 or 10.16 would not be satisfied.

No Lien on Collateral

.  Subject to Permitted Liens, the Company shall not create, incur or permit to exist any mortgage, pledge, encumbrance, lien or security interest of any kind on any of the Collateral.

Club Trust Agreement

.  The Company shall ensure that the Club Trust Agreement will not be amended or modified in any way which would materially and adversely affect the Obligations of the Company under the Collateral Documents.

Governing Documents; Fiscal Year; Dissolution; Use of Proceeds; Insurance Policies; Disposition of Collateral; Taxes; Trade Names

.  The Company shall not (a) amend, modify, restate or change its fiscal year or Governing Documents in a manner at would be reasonably expected to result in a Material Adverse Change, or change its state of organization, without giving Agent and the Designated Representative at least thirty (30) days prior written notice, (b) wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking or that would result in any of the foregoing unless it shall first repay all Obligations in full, (c) use any proceeds of the Purchase for “purchasing” or “carrying” “margin stock” as defined in Regulations T, U or X of the Board of Governors of the Federal Reserve System for any use not contemplated or permitted by this Agreement, (d) amend, modify, restate or change any insurance policy in a manner materially adverse to Agent or Holders, (e) engage, directly or indirectly, in any business other than the businesses it engages in as of the Closing Date that would be reasonably expected to result in a Material Adverse Change,

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or (f) change its federal tax employer identification number or similar tax identification number under the relevant jurisdiction without giving Agent and Designated Representative at least thirty (30) days prior written notice.

Transfer of Collateral

.  Except to the extent otherwise provided in this Agreement, while there are any Obligations outstanding, the Company shall not sell, lease, transfer, pledge, encumber, assign or otherwise dispose of any Collateral.  Permitted Liens shall not be deemed a pledge, encumbrance, assignment or other disposition for purposes of the foregoing sentence.

Truth of Statements

.  The Company shall not furnish to Agent or Designated Representative any certificate or other document that contains any untrue statement of a material fact or that omits to state a material fact necessary to make it not misleading in light of the circumstances under which it was furnished.

Intentionally Omitted

. 

Intentionally Omitted

.

Maximum Leverage Ratio

.  Bluegreen Corporation shall not permit its Leverage Ratio to be more than 3.00 to 1.00 as measured on the last day of each calendar quarter of Bluegreen Corporation.

Minimum Liquidity

.  As of the Closing Date and as of the end of each calendar quarter, Bluegreen Corporation shall maintain: (i)  consolidated unrestricted cash or cash equivalents of not less than Twenty-Five Million and No/Dollars ($25,000,000) on Bluegreen Corporation’s consolidated balance sheet and (ii) Financing Facilities of at least Seventy-Five Million and No/Dollars ($75,000,000).

Debt Service Coverage Ratio

.  Bluegreen Corporation shall not permit its Debt Service Coverage Ratio to be less than 2.0 to 1.0 as measured on the last day of each calendar quarter.

Intentionally Omitted

. 

Use of Holder’s Name

.  Without the prior written consent of the Designated Representative or applicable Holder, the Company will not, and will not permit any Subsidiary of the Company to use the name of Designated Representative or any Holder or the name of any Affiliate of any Holder in connection with any of their respective businesses or activities, or in any press release, or announcement, except in connection with internal business matters and as required in dealings with governmental agencies, or as may be required by Applicable Law, including required securities filings.

Name or Address Change

.  The Company 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 Agent and the Designated Representative and delivery to the Designated Representative of such UCC amendments or other financing statement and access agreement as the Designated Representative may require to maintain Agent’s Lien

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against any of the Collateral and the Designated Representative’s ability to obtain access to such Collateral and the Company’s books and records.

Restrictive Covenants

.  Without the prior written consent of the Designated Representative, the Company 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.

Timeshare Regime

.  Without the prior written consent of the Designated Representative, the Company will not cancel or terminate the applicable Declaration.  The applicable Declaration will not be amended or modified without the prior written consent of the Designated Representative, which consent will not be unreasonably withheld, delayed or denied.  In the event of the failure of the Designated Representative to respond to a proposed written notice of any such amendment or modification sent by both overnight courier and email notification (to the address provided by Designated Representative herein for notice purposes) within thirty (30) days of receipt of written notice thereof, then the Designated Representative shall be deemed to have provided such written consent to the action specified in the subject written notice.  The Company shall not assign its rights as “developer” or “declarant” under the applicable Declaration to any Person other than Agent.

Changes in Accounting

.  The Company shall not change its method of accounting unless such change is permitted by GAAP and provided 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.

Vacation Club Reservation System

.  Should the Reservation System become otherwise unavailable to the Bluegreen Vacation Club timeshare plan as a result of termination of the Vacation Club Management Agreement by and among the Vacation Club Manager, the Club Trustee and the Vacation Club or as a result of termination of the existence of the Vacation Club Manager, then the Company shall use its 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, which presently provides that in the event of termination of the Vacation Club Manager, 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 Bluegreen Vacation Club timeshare plan until a substitute reservation system can be acquired and implemented.

Changes to Securitizations

.  Bluegreen Corporation shall not amend, modify, consent to any change, or waive any provision of, any Securitization Document to which it is a party the effect of which could reasonably be expected to have a Material Adverse Effect.

No Deletion of Resort from Vacation Club

.  The Company shall not be permitted to delete any Resort as a Component Site from the Bluegreen Vacation Club timeshare plan without the prior written consent of the Designated Representative. 

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Each of the following constitutes a Termination Event, and each of the following except (g) constitutes an Event of Default:

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Acceleration

.  

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Rescission

.  At any time after any Notes have been declared due and payable pursuant to Section 12.1(a), (b) or (c), the Majority Holders, by written notice to the Obligors and the Agent, may rescind and annul any such declaration and its consequences if (a) the Obligors have paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default, Termination Events and  Potential Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Article 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes.  No rescission and annulment under this Section 12.2 will extend to or affect any subsequent Event of Default, Termination Event or Potential Default or impair any right consequent thereon.

No Waivers or Election of Remedies, Expenses, Etc.

 No course of dealing and no delay on the part of any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies.  No right, power or remedy conferred by this Agreement, any Collateral Document or any Note upon any Holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.  Without limiting the obligations of the Company under Article 15, the Company will pay to the Holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such Holder incurred in any enforcement or collection under this Article 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

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If Agent or Holders:  (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 of the Collateral Documents; (d) releases any part of the Collateral from the Lien in favor of Agent or otherwise changes any of the terms of this Agreement, or any of the Collateral 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 Agent’s Lien against any of the Collateral, any such act or omission by Agent shall not release, discharge, modify, change or affect the Company’s original liability under this Agreement, any of the Collateral 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 Agent from exercising any right, power or privilege granted in this Agreement, or any Collateral Document in the event of any other concurrent or subsequent default, nor (except as otherwise expressly provided in an instrument or instruments executed by Agent) shall Agent’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, Agent (other than when acting pursuant to Section 8.18), 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 the Company, without in any way waiving, releasing or discharging any of the Company’s liabilities or obligations hereunder.

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THE COMPANY HEREBY WAIVES ALL NOTICES (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREUNDER OR IN THE OTHER COLLATERAL DOCUMENTS) 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 OR THE COLLATERAL DOCUMENTS 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 THE COMPANY IS ENTITLED TO RECOVER DAMAGES FROM AGENT FOR ANY REASON OR UPON ANY CAUSE, CLAIM OR COUNTERCLAIM, IN CONNECTION WITH ANY OF THE NOTES OR THE TRANSACTIONS PROVIDED FOR OR CONTEMPLATED PURSUANT TO THIS AGREEMENT OR THE OTHER COLLATERAL DOCUMENTS, THE COMPANY STIPULATES AND AGREES THAT ANY SUCH DAMAGES OR AWARDS SHALL NOT INCLUDE CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.  In the event the foregoing provision is not enforced by the courts, then the Company agrees that the Company’s sole remedy for any cause, claim or counterclaim will be to recover compensatory damages in connection with any of the Notes and shall not include punitive, special or consequential damages.

(h)             Control by Holders. Until the Obligations with respect to the Notes have been indefeasibly satisfied in full, the Majority Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Agent or the Holders, or exercising any trust or power conferred on the Agent, under this Agreement or the Collateral Documents.

Application of Proceeds

.  Notwithstanding any other provision of this Agreement , in addition to any other rights, options and remedies Agent and Holders have under the Collateral Documents, the UCC, at law or in equity, all dividends, interest, rents, issues, profits, fees, revenues, income and other proceeds collected or received from collecting, holding, managing, renting, selling, or otherwise disposing of all or any part of the Collateral or any proceeds thereof upon exercise of its remedies hereunder upon the occurrence and continuation of an Event of Default or Termination Event shall be applied in the following order of priority: (i) first, to the payment of all costs and expenses of such collection, storage, lease, holding, operation, management, sale, disposition or delivery and of conducting the Company’s business and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Collateral, and to the payment of all sums which Agent or Holders may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Collateral or any part

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thereof, and all other payments that Agent or Holders may be required or authorized to make under any provision of this Agreement (including, without limitation, in each such case, actual in-house documentation, diligence fees and legal expenses, search, audit, recording, professional and filing fees and expenses incurred and reasonable attorneys’ fees and all expenses, liabilities and advances made or incurred in connection therewith); and (ii) second, to distribution in accordance with Section 8.10; provided, that the Obligors shall be liable for any deficiency if such proceeds are insufficient to satisfy the Obligations or any of the other items referred to in this Section 12.5.

Rights to Appoint Receiver

.  Without limiting and in addition to any other rights, options and remedies Agent and Holders have under the Collateral Documents, the UCC, at law or in equity, upon the occurrence and continuation of an Event of Default or Termination Event, Agent shall have the right to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by Agent and/or any Holder to enforce its rights and remedies in order to manage, protect and preserve the Collateral and to collect all Rents arising therefrom and apply the same to the payment of all expenses and other charges of such receivership including the compensation of the receiver and to the payments as aforesaid until a sale or other disposition of such Collateral shall be finally made and consummated.

Rights and Remedies not Exclusive

.  Agent shall have the right in its sole discretion (acting at the written direction of the Majority Holders) to determine which rights, Liens and/or remedies Agent and Holders may at any time pursue, relinquish, subordinate or modify, and such determination will not in any way modify or affect any of Agent or Holders’ rights, Liens or remedies under any Collateral Document, Applicable Law or equity.  The enumeration of any rights and remedies in any Collateral Document is not intended to be exhaustive, and all rights and remedies of Agent and Holders described in any Collateral Document are cumulative and are not alternative to or exclusive of any other rights or remedies which Agent and Holders otherwise may have.  The partial or complete exercise of any right or remedy shall not preclude any other further exercise of such or any other right or remedy.

Registration of Notes

.  The Agent in its capacity as Note Registrar (the “Note Registrar”), and acting for this purpose alone as the agent of the Obligors and the Holders, shall keep a register for the registration and registration of transfers of Notes at the address of the Agent specified herein (the “Register”).  The name and address of each Holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such Register.  If any Holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such Register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement.  Prior to due presentment for registration of transfer, the Person(s) in whose name any Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.  The Agent shall give to the Company and any holder of a Note that is an Institutional Investor promptly upon its request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

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Transfer and Exchange of Notes

.  Upon surrender of any Note to the Agent at the address and to the attention of the Note Registrar (all as specified pursuant to Section 18), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered Holder of such Note or such ▇▇▇▇▇▇’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Note Registrar shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note.  Each such new Note shall be payable to such Person as such Holder may request and shall be substantially in the form of Schedule H.  Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon.  The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes.  Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000.  Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Sections 6.1 and 6.2 and shall, upon the registration of the transfer, be considered a party to this Agreement.

Replacement of Notes

.  Upon receipt by the Note Registrar at the address and to the attention of the Note Registrar (all as specified pursuant to Article 18) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note, and;

within ten (10) Business Days thereafter, the Note Registrar shall at the expense of the Company execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

[Intentionally Omitted.]

. 

Home Office Payment

.  So long as any Holder or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Paying Agent will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any,  Voluntary Termination Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Holder’s name in Schedule B, or by such other method or at such other address as

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such Holder shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Paying Agent  made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Holder shall surrender such Note for cancellation, reasonably promptly after any such request, to the Paying Agent at its principal executive office or at the place of payment most recently designated by the Paying Agent pursuant to Article 18.  Prior to any sale or other disposition of any Note held by a Holder or its nominee, such Holder will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Paying Agent in exchange for a new Note or Notes pursuant to Section 13.2.  The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Holder under this Agreement and that has made the same agreement relating to such Note as the Holders have made in this Section 14.2.

Transaction Expenses

.  Whether or not the transactions contemplated hereby are consummated, the Obligors will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Majority Holders, local or other counsel) incurred by the Agent, the Designated Representative, Holders and each other Holder of a Note and their Affiliates in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any  Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective) within fifteen (15) Business Days after the Obligors' receipt of any invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any  Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Collateral Document or the Notes, or by reason of being a Holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Obligors or a  Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Collateral Document, (c) the documentation, and diligence fees and expenses, all search, audit, appraisal, recording, professional and filing fees and expenses and all other charges and expenses (including, without limitation UCC and judgment and tax lien searches and UCC filings and fees for post-closing UCC and judgment and tax lien searches and wire transfer fees and audit expenses), (d) the costs of entering into, negotiating, preparing, reviewing, and executing this Agreement, any Collateral Document and any other document in connection with the Closing, (e) costs and expenses arising in any way out of the administration of this Agreement or the Collateral Documents or the taking or refraining from taking action by the Agent, the Designated Representative or the Holders of any action requested by the Obligors; (f) costs and expenses in connection with instituting, maintaining, preserving,  enforcing and/or foreclosing on the Liens on any of the Collateral, whether through judicial process or otherwise; (g) costs and expense in defending or prosecuting any actions, claims or proceedings arising out of or relating to Agent's, the Designated Representative's or any Holder's transactions with the Obligors; (h) costs and expenses in seeking, obtaining or receiving any advice with respect to its rights and obligations under any Collateral Document; (i) costs and expenses arising out of a Potential Default, Event of Default or Termination Event or occurring as a result thereof; (j) 

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costs and expenses occurred in connection with all actions, visit, audits and inspections undertaken by the Designated Representative or Holders or their respective Affiliates pursuant to this Agreement (except as expressly provided in this Agreement); (k) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; and (l) any fees, costs and expenses associated with obtaining any rating of the Notes or of the Obligors from any Rating Agency.  In the event that any such invoice is not paid within fifteen (15) Business Days after the Obligors' receipt thereof, interest on the amount of such invoice shall be due and payable at the Default Rate commencing with the sixteenth (16^th) Business Day after the Obligors' receipt thereof until such invoice has been paid.  The Obligors will pay, and will save each Holder and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.  All of the foregoing shall be charged to the Obligors' account and shall be part of the Obligations.  Without limiting the foregoing, and except as provided in Section 13.2, the Obligors shall pay all Taxes (other than Taxes based upon or measured by Agent or any Holder’s income or revenues or any personal property tax), if any, in connection with the issuance of any Note and the filing and/or recording of any documents and/or financing statements.

Survival

.  The obligations of the Obligors under this Article 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any Collateral Document or the Notes, and the termination of this Agreement.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement, the Collateral Documents and the Notes, the purchase or transfer by any Holder of any Note or portion thereof or interest therein, and the payment of any portion of  principal or interest on any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Holder or any other holder of a Note until the Obligors' indefeasible payment in full of all Obligations with respect to the Notes.  All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement.  Subject to the preceding sentence, this Agreement, the Notes and the Collateral Documents embody the entire agreement and understanding between each Holder and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

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Requirements

.  This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:

Binding Effect, etc.

 Any amendment or waiver consented to as provided in this Article 17  applies equally to all Holders of Notes and is binding upon them and upon each future Holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Termination Event, Potential Default or Event of Default not expressly amended or waived or impair any right consequent thereon.  No course of dealing between the Company and any Holder of a Note and no delay in exercising any rights hereunder or under any Note or Collateral Document shall operate as a waiver of any rights of any Holder of such Note.

Notes Held by Company, etc.

  Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any Collateral Document or the Notes, or have directed the taking of any action provided herein, any Collateral Document or the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Subsidiaries shall be deemed not to be outstanding.

All notices and communications provided for hereunder shall be in writing and sent (a) by email if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid).  Any such notice must be sent:

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Notices under this Article 18 will be deemed given only when actually received.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Holder at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Holder, may be reproduced by such Holder by any photographic, photostatic, electronic, digital, or other similar process and such Holder may destroy any original document so reproduced.  The Company agrees and stipulates that, to the extent permitted by Applicable Law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Article 19 shall not prohibit the Company or any other Holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

For the purposes of this Article 20, “Confidential Information” means information delivered to Agent, the Designated Representative or to any Holder by or on behalf of the Company or any Affiliate or Subsidiary of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement, provided that such term does not include information that (a) was publicly known or otherwise known to Agent, the Designated Representative or such Holder prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by Agent, the Designated Representative or such Holder or any Person acting on such ▇▇▇▇▇▇’s behalf, (c) otherwise becomes known to Agent, the Designated Representative or such Holder other than through disclosure by the Company or any Affiliate or Subsidiary or (d) constitutes financial statements delivered to Agent, the Designated Representative or such Holder under this Agreement that are otherwise publicly available.  Agent, the Designated Representative and each Holder will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by Agent, the Designated Representative and such Holder in good faith to protect confidential information of third parties delivered to Agent, the Designated Representative and such Holder, provided that Agent, the Designated Representative and such Holder may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Article 20, (iii) any other Holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof  (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Article 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Article 20), (vi) any federal or state regulatory authority having jurisdiction over such Holder, (vii) the NAIC or the SVO or, in each case, any

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similar organization, or any Rating Agency that requires access to information about such Holder’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to Agent, the Designated Representative or such Holder, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which Agent, the Designated Representative or such Holder is a party or (z) if an Event of Default or Termination Event has occurred and is continuing, to the extent Agent, Designated Representative or such Holder may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Holder’s Notes, this Agreement or any Collateral Document.  Each Holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Article 20 as though it were a party to this Agreement.

In the event that as a condition to receiving access to information relating to the Company or its Affiliates or Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Holder is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Article 20, this Article 20 shall not be amended thereby and, as between Agent, the Designated Representative and such Holder or Agent, Designated Representative or such Holder and the Company, this Article 20 shall supersede any such other confidentiality undertaking.

Successors and Assigns

.  All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and registered assigns (including, without limitation, any subsequent Holder of a Note) whether so expressed or not.

Accounting Terms

.  All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP.  Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.  For purposes of determining compliance with this Agreement (including, without limitation, Article 9, Article 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. ▇▇▇-▇▇-▇▇ – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Severability

.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

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Construction, etc.

 Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Counterparts

.  This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Governing Law

.  This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Jurisdiction and Process; Waiver of Jury Trial

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Delay; No Waiver of Defaults

.  No course of action or dealing, renewal, release or extension of any provision of this Agreement, or single or partial exercise of any such provision, or delay, failure or omission on Agent’s or any Holder’s part in enforcing any such provision shall affect the liability of the Company or operate as a waiver of such provision or preclude any other or further exercise of such provision.  No waiver by any party to this Agreement of any one or more defaults by any other party in the performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future default, whether of a like or different nature, and each such waiver shall be limited solely to the express terms and provisions of such waiver.  Notwithstanding any other provision of this Agreement, by completing the Closing under this Agreement and/or by purchasing Notes, the Holders do not waive any breach of any representation or warranty under this Agreement, and all of Agent’s or any Holder’s claims and rights resulting from any such breach or misrepresentation are specifically reserved.

Application of Payments

. To the extent that any payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent.

Indemnity

.  The Company shall indemnify Agent, the Designated Representative, each Holder and their respective Affiliates and managers, members, officers, employees, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel and  actual in-house documentation, diligence fees and legal expenses incurred ) which may be imposed on, incurred by or asserted against any Indemnified Person with respect to or arising out of, or in any litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by, or any matter related to this Agreement, the Notes, the Collateral Documents or any act of or omission by the Company or any of its officers, directors, agents, including, without limitation (i) any willful misrepresentation by the Company with respect to the Company or the Collateral, (ii) any acts of fraud by the Company related to the Notes or made in connection with this Agreement or the Collateral Documents, (iii) any theft of any Collateral by the Company or any of its Affiliates, (iv) any misappropriation of funds or use of the proceeds of the Notes that is not in accordance with the terms of this Agreement, (v) any waste, transfer, sale, encumbrance or other disposal of the Collateral not permitted by this Agreement, (vi) any environmental liability, except to the extent any of the foregoing (as set forth in this Section 21.11) arises out of the gross negligence or willful misconduct of any Indemnified Person or (vii) the failure of any Collateral  Document to comply with any Applicable Law. Each of Agent and Designated Representative agrees to give the Company reasonable notice of any event of which such Person becomes aware for which indemnification may be required under this Section 21.11, and such Person may elect (but is not obligated) to direct the defense thereof; provided, that the selection of counsel shall be subject to the Company’s consent, which consent shall not be unreasonably withheld or delayed, and the Company shall be entitled to participate in the defense of any matter for which indemnification may be required under this Section 21.11 and to employ counsel at its own expense to assist in the handling of such matter.  Any Indemnified Person may, in its reasonable discretion, take such actions as it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person or the Collateral, subject to the Company’s prior approval of any settlement, which shall not be unreasonably withheld or delayed.  Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an

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“Insured Event”), each of Agent and Designated Representative agrees not to exercise its right to select counsel to defend the event if that would cause the Company’s insurer to deny coverage; provided, however, that the Agent, the Designated Representative and the Holders reserve the right to retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense.  To the extent that Agent or Designated Representative obtains recovery from a third party other than an Indemnified Person of any of the amounts that the Company has paid to a Holder pursuant to the indemnity set forth in this Section 21.11, then Agent or Designated Representative, as the case may be, shall promptly pay to the Company the amount of such recovery.  For the avoidance of doubt, no indemnification is provided for under this Section 21.11 for or on account of any taxes and other amounts related thereto, which indemnification is governed by Section 22.3.  Notwithstanding the foregoing in this Section 21.11 to the contrary, the Company shall not be liable as set forth above for losses resulting from Agent’s, Designated Representative's or ▇▇▇▇▇▇’s gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis.  The obligations of the Company under this Section 21.11 shall survive the payment in full of the payment Obligations and the termination of this Agreement.

Entire Agreement

.  This Agreement constitutes the entire agreement between the Company, Agent, the Designated Representative and Holders with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings (including but not limited to the term sheet dated on or about March 6, 2013), if any, relating to the subject matter hereof or thereof.  Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing signed by the Company, Agent and Majority Holders, as appropriate.  Except as set forth in and subject to Section 17.1, no provision of this Agreement may be changed, modified, amended, restated, waived, supplemented, discharged, canceled or terminated orally or by any course of dealing or in any other manner other than by an agreement in writing signed by the Company, the Designated Representative, Agent and Majority Holders.  Each party hereto acknowledges that it had the opportunity to consult with counsel in connection with the negotiation and execution of this Agreement and is not relying upon oral representations or statements inconsistent with the terms and provisions hereof. 

Approvals and Duties.

Unless expressly provided herein to the contrary, any approval, consent, waiver or satisfaction of Agent with respect to any matter that is subject of this Agreement may be granted or withheld by Agent and Holders, as applicable, in their sole and absolute discretion.  Other than Agent’s duty of reasonable care with respect to Collateral delivered to Agent, Agent shall have no responsibility for or obligation or duty with respect to any of the Collateral or any matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights pertaining thereto.

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Set-off

.  In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Holder is hereby authorized by the Company at any time or from time to time, to the fullest extent permitted by law, without notice to the Company or any other Person other than Agent (such notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Holder at any of its offices for the account of the Company (regardless of whether such balances are then due to the Company ), and (b) other Collateral at any time held or owing by such Holder to or for the credit or for the account of the Company, against and on account of any of the Obligations which are not paid when due; provided, that no Holder shall exercise any such right without prior written notice to Agent.

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Brokers; Payment of Commissions

.  Each party represents and warrants to the other that no consultant, advisor, broker, agent, finder or intermediary has acted on its behalf in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby, except that BB&T Capital Markets has acted for the Company.  Each party agrees to pay the compensation, if any, due to any Person claiming any commission or finder’s fee or other compensation as a result of any actions by such Person for or on behalf of such party.

Patriot Act

.   Each Holder that is subject to the requirements of the Patriot Act and Agent (for itself and not on behalf of any Holder) hereby notifies the Company that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company, and other information that will allow Agent and each Holder to identify the Company in accordance with the Patriot Act.  The Company shall, promptly following a written request by Agent or any Holder, cooperate with such Holder or Agent in providing all reasonable documentation and other information that Agent or such Holder requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Transfers by the Company

.  The Company shall not be entitled to Transfer any of its rights or obligations under this Agreement, the Notes or the Collateral Documents, without the prior written consent of the Agent and each of the Holders, which consent may be withheld in the sole and absolute discretion of each of the Holders, and any such transfer, sale, assignment, encumbrance or other disposition shall be null and void ab initio.

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Each Obligor hereby agrees that such ▇▇▇▇▇▇▇ is jointly and severally liable for, and hereby absolutely and unconditionally liable to the Agent and Holders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agent and Holders by each of the Obligors.  Each of the Obligors agrees that each of their obligations hereunder is a continuing assurance of payment and performance, that each of their obligations under this Article 23 shall not be discharged until indefeasible payment and satisfaction in full in cash of all payment Obligations, and that each of their obligations under this Article 23 shall be absolute and unconditional, irrespective of, and unaffected by,

Each of the Obligors shall be regarded, as a principal debtor with respect to the Obligations hereunder.

Waivers by Obligors.

 Each of the Obligors expressly waives all rights any of them may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel the Agent or Holders to marshal assets or to proceed in respect of the Obligations hereunder against any other Obligor, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to

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proceeding against, such Obligor.  It is agreed among each of the Obligors, the Agent and Holders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Collateral Documents and that, but for the provisions of this Article 23 and such waivers, the Agent and Holders would decline to enter into this Agreement.

Benefit of Agent and Holders.

 Each of the Obligors agrees that the provisions of this Article 23 are for the benefit of the Agent and Holders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Obligor and the Agent or Holders, the obligations of such other Obligor under the Collateral Documents.

Waiver of Subrogation, Etc.

 Notwithstanding anything to the contrary in this Agreement or in any other Collateral Document, and except as set forth in Section 23.7, each of the Obligors hereby expressly and irrevocably waives any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor.  Each of the Obligors acknowledges and agrees that this waiver is intended to benefit the Agent and Holders and shall not limit or otherwise affect any Obligor’s liability hereunder or the enforceability of this Section 23, and that the Agent, Holders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 23.4.

Election of Remedies.

 If the Agent or any Holder may, under Applicable Law, proceed to realize its benefits under any of the Collateral Documents giving the Agent or such Holder a Lien upon any Collateral, whether owned by any of the Obligors or by any other Person, either by judicial foreclosure or by non‑judicial sale or enforcement, the Agent or any Holder may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Article 23.  If, in the exercise of any of its rights and remedies, the Agent or any Holder shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Obligor or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Obligor hereby consents to such action by the Agent or such Holder and waive any claim based upon such action, even if such action by the Agent or such Holder shall result in a full or partial loss of any rights of subrogation that each Obligor might otherwise have had but for such action by the Agent or such Holder.  Any election of remedies that results in the denial or impairment of the right of the Agent or any Holder to seek a deficiency judgment against any Obligor shall not impair any other Obligor's obligation to pay the full amount of the Obligations.  In the event the Agent or any Holder shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Collateral Documents, the Agent or such Holder may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by the Agent or such Holder but shall be credited against the Obligations.  The amount of the successful bid at any such sale, whether the Agent, Holder or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations due hereunder, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which the Agent or any Holder might otherwise be entitled but for such bidding at any such sale.

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Limitation,

 Notwithstanding any provision herein contained to the contrary, each of the Obligor’s liability under this Article 23 (which liability is in any event in addition to amounts for which such Obligor is primarily liable under Section 23.1) shall be limited to an amount not to exceed as of any date of determination the greater of:

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Liability Cumulative

.  The liability of any Obligors under this Article 23 is in addition to and shall be cumulative with all liabilities of each of the Obligors to the Agent and Holders under this Agreement and the other Collateral Documents to which such Obligors are a party or in respect of any Obligations or obligation of the other Obligor, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary

 

 

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