FINAL EXECUTION COPY











SECOND AMENDED and RESTATED

LOAN AND SECURITY AGREEMENT

(Hypothecation Facility)

By and Between

ZB, N.A. DBA NATIONAL BANK OF ARIZONA

and

BLUEGREEN/BIG CEDAR VACATIONS, LLC

Dated: September 28, 2017

_________________________________

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TABLE OF CONTENTS

Page

DEFINITIONS2

Certain Defined Terms2

Other Definitional Provisions26

LOAN COMMITMENT; USE OF PROCEEDS27

Loan Commitment27

Determination of Advance Amounts27

Revolving Nature of Loan27

Continuation of Obligations Throughout Term27

Other Conditions27

Use of Advance28

Aggregation for Purpose of Determining Shortfall28

Cross-Collateralization28

Revolving Facility29

Repayment of Loan29

Interest29

Payments29

Minimum Required Payments30

Periodic Loan Payments30

Maximum Permitted Outstanding Principal Balance30

Borrowing Base Maintenance31

Prepayment32

Prohibitions on Prepayment; Prepayment Premium32

Exceptions to Prepayment Prohibitions33

Prepayment Premium Payable for Involuntary Prepayments33

Prepayment in Connection with Securitization34

Loan Fees34

Loan Fee Due On First Advance34

Loan Fee Due On Subsequent Increases34

Loan Fee Non-Refundable34

Application of Proceeds of Collateral and Payments34

Borrower's Unconditional Obligation to Make Payments35

Non-Use Fee35

SECURITY35

Grant of Security Interest in Collateral35

Grant35

Assigned Notes Receivable36

Lockbox Collections and Servicing; Reconciliation Reports36

Collections36

Reports37

Notice to Purchasers37

Custodial Agent; Backup Servicing Agent38

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TABLE OF CONTENTS

(Continued)

Replacement of Agents38

Maintenance of Security38

Liability of Guarantor38

CONDITIONS PRECEDENT TO ADVANCE; METHOD OF DISBURSEMENT38

Closing Conditions38

Loan Documents39

Opinions39

Organizational Documents39

Credit Reports; Search Reports39

Timeshare Project Due Diligence39

Subordinate Debt40

Exchange Affiliation40

Payment of Expenses40

First Right of Refusal40

Inventory Loan40

Conditions Precedent and Subsequent to Advance40

Conditions Precedent40

Request for Advance40

Timeshare Documents40

Receivables Schedules40

Promised Improvements41

Servicing Agent Confirmation41

Report from Custodial Agent41

Confirmation of Recording41

Event of Default41

Representations and Warranties41

No Violation of Usury Law41

Payment of Fees42

Condemnation or Litigation42

Other Items42

Conditions Subsequent42

Conditions Satisfied at Borrower's Expense43

Disbursement of Advances43

No Waiver43

REPRESENTATIONS AND WARRANTIES43

Good Standing43

Power and Authority; Enforceability44

Borrower's Principal Place of Business44

Compliance with Legal Requirements44

No Misrepresentations45

No Default for Third Party Obligations45

Payment of Taxes and Other Impositions45

Governmental Regulations45

Employee Benefit Plans45

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TABLE OF CONTENTS

(Continued)

Securities Activities46

Sales Activities46

Timeshare Interest Not a Security47

Representations as to each Timeshare Project47

Title; Prior Liens47

Timeshare Plan47

Access47

Utilities47

Amenities47

Improvements48

Sale of Intervals48

Zoning Laws, Building Codes, Etc.48

Units Ready for Use48

Eligible Notes Receivable48

Association; Assessments and Reserves48

Title to and Maintenance of Common Areas and Amenities49

Reservation System49

Litigation and Proceedings49

Operating Contracts50

Subsidiaries, Affiliates and Capital Structure50

Timeshare Program Consumer Documents50

Public Reports51

Solvency51

No Material Adverse Change in Financial Condition51

Timeshare Program Governing Documents51

Marketing Activities51

Brokers; Payment of Commissions51

Reserved52

Foreign Assets Control Regulations52

Survival and Additional Representations and Warranties53

COVENANTS53

Affirmative Covenants53

Good Standing53

Compliance with Legal Requirements54

Insurance, Casualty and Condemnation54

Reports56

Subordination of Indebtedness Owing to Affiliates60

Payment of Taxes60

Payment of Impositions60

Further Assurance60

Fulfillment of Obligations Under Project and Consumer Documents60

Material Increases to Assessments60

Maintenance of Timeshare Project and Other Property61

Maintenance of Larger Tract61

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TABLE OF CONTENTS

(Continued)

Collection of Receivables Collateral61

Loan File61

Financial Covenants61

Exchange Affiliation62

Right to Inspect62

Management and Marketing62

Negative Covenants62

Change in Borrower's Name, Principal Place of Business, Jurisdiction of Organization or Business62

Restrictions on Additional Indebtedness63

Ownership and Control63

No Sales Activities Prior to Approval63

No Modification of Receivables Collateral or Payments by Borrower64

No Modification of Timeshare Documents64

Maintenance of Larger Tract65

Making Loans65

Negative Pledge65

Continuity of Operations65

Prohibited Drug Law Activities66

Survival of Covenants66

DEFAULT67

Events of Default67

Payments67

Covenant Defaults67

Cross-Default67

Environmental Default67

Default by Borrower in Other Agreements67

Warranties or Representations68

Termination of Borrower68

Enforceability of Liens68

Creditor or Forfeiture Proceedings68

Guaranty68

Governmental Actions68

Bankruptcy68

Attachment, Judgment, Tax Liens69

Material Adverse Change69

Criminal Proceedings69

Loss of License69

Suspension of Sales69

Reserved69

Timeshare Documents69

Removal of Collateral69

Operating Contracts70

Vacation Club70

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TABLE OF CONTENTS

(Continued)

Other Defaults70

Effect of an Event of Default; Remedies70

Application of Proceeds During an Event of Default72

Uniform Commercial Remedies; Sale; Assembly of Receivables Collateral72

UCC Remedies; Sale of Collateral72

Lender's Right to Execute Conveyances73

Obligation to Assemble Receivables Collateral73

Registration73

Application of Proceeds73

Lender's Right to Perform74

Waiver of Marshalling74

Waiver in Legal Actions74

Set-Off74

COSTS AND EXPENSES; INDEMNIFICATION; DUTIES OF LENDER75

Costs and Expenses75

Indemnification75

Duties of Lender76

Delegation of Duties and Rights76

Foreign Assets Control76

CONSTRUCTION AND GENERAL TERMS76

Payment Location76

Entire Agreement77

Powers Coupled with an Interest77

Counterparts; Facsimile Signatures77

Notices77

Borrower's Representative79

General Submission Requirements79

Participation79

Successors and Assigns81

Severability81

Time of Essence81

Miscellaneous81

Forum Selection; Jurisdiction; Choice of Law81

Dispute Resolution82

Interpretation84

Destruction of Note; Substitute Note84

Compliance With Applicable Usury Law85

No Relationship with Purchasers85

No Joint Venture85

Scope of Reimbursable Attorney's Fees85

Confidentiality85

Relief from Automatic Stay, Etc86

Reliance86

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TABLE OF CONTENTS

(Continued)

Limitation of Damages86

Waiver of Right of First Refusal87

Consents, Approvals and Discretion87

USA Patriot Act Notice87

Errors and Omissions88

Background Statements88

Waiver of Defenses and Release of Claims88

Document Imaging88

Prior Loan Agreement88



 

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SECOND AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

(Hypothecation Facility)



THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (together with the Exhibits and Schedules attached hereto, collectively, this Agreement) is made as of September 28, 2017 by and between BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company (Borrower) and ZB, N.A. DBA NATIONAL BANK OF ARIZONA, a national banking association (Lender).



BACKGROUND



A.The Bluegreen Vacation Club (the Vacation Club) is a multi-site timeshare plan established by Bluegreen Vacations Unlimited, Inc. pursuant to the Vacation Club Trust Agreement and entitles Purchasers who become Owner Beneficiaries under the Vacation Club Trust Agreement to use any component site within the Vacation Club, subject to the Vacation Club Trust Agreement and the rules and regulations governing such occupancy, including, without limitation, its reservation procedures. 



B.Borrower is the developer of the Long Creek Project, the Big Cedar Project and the Paradise Point Project.  In addition to other component site resorts, each of the Long Creek Project, the Big Cedar Project and the Paradise Point Project are component site resorts within the Bluegreen Vacation Club. 



C.When a Purchaser purchases a Timeshare Interest in any of the Timeshare Projects, the purchased Timeshare Interest is conveyed by the Borrower to the Vacation Club Trustee at the Purchaser's direction as set forth in the Purchase Contract to be held under the terms of the Vacation Club Trust Agreement.  The Purchaser thereby is designated an Owner Beneficiary and receives Owner Beneficiary Rights and appurtenant Vacation Points and is entitled to all the benefits accruing to Owner Beneficiaries under the Vacation Club Trust Agreement. 



D.If the Borrower provides purchase money financing to the Purchaser, the Vacation Club Trustee (as the title holder of the purchased Timeshare Interest), at the direction of the Purchaser, executes the Purchaser Mortgage in favor of the Borrower to secure such financing.  To the extent that the Purchaser Mortgage is assigned to Lender in consideration for an Advance, the Lender becomes an Interest Holder Beneficiary under the Vacation Club Trust Agreement and is thereby entitled to all of the benefits accruing under the Vacation Club Trust Agreement to Interest Holder Beneficiaries.



E. Borrower and Lender entered into that certain Loan and Security Agreement, dated as of September 30, 2010, which was amended pursuant to various amendments and letter agreements, and which was amended and restated in its entirety by that certain First Amended and Restated Loan and Security Agreement (Hypothecation Facility), dated as of June 30, 2015, which was further amended by that certain (i) Letter Agreement (containing the subject line “Note Receivable Loan Advances”) dated September 22, 2016, and (ii) Letter Agreement (containing the subject line

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“National Bank of Arizona/Bluegreen/Big Cedar”) dated April 27, 2017 (collectively, the “First A&R Loan Agreement”), pursuant to which Lender agreed to make a revolving Loan for purposes of financing receivables arising from the sale of Timeshare Interests at Bluegreen Wilderness Club at Big Cedar, Long Creek Ranch at Big Cedar and Paradise Point Resort.  At the time of the execution of the First A&R Loan Agreement, Lender was operating under the name “National Bank of Arizona”.  As a result of a charter consolidation which occurred on December 31, 2015, Lender is now operating under the name “ZB, N.A. dba National Bank of Arizona”.



E. In addition to the foregoing Loan, Borrower and Lender are parties to another loan transaction, the purpose of which is to provide Borrower with an inventory loan facility in the aggregate amount of up to $20,000,000 (such inventory loan transaction is sometimes referred to as the Inventory Loan). 



F. The Inventory Loan is evidenced by, among other documents, a Second Amended and Restated Loan Agreement (Inventory Loan) dated September 28, 2017 (as amended from time to time, the Inventory Loan Agreement) and other documents executed in connection therewith and defined in the Inventory Loan Agreement as the Loan Documents (as amended from time to time, collectively with the Inventory Loan Agreement, the Inventory Loan Documents).



G. Subject to the satisfaction of certain conditions, Lender and Borrower desire to amend and restate the First A&R Loan Agreement in order to, inter alia, (i) retain Tranche E and Tranche F (as each are hereinafter defined), (ii) set forth the terms and conditions under which the proceeds of Tranche F will be advanced, and (iii) extend the Borrowing Term and the Maturity Date. 



H. This Agreement amends, restates and supersedes the First A&R Loan Agreement, and upon the full execution and delivery of this Agreement and the other Loan Documents by all parties thereto, this Agreement shall become effective and the First A&R Loan Agreement shall be of no further force or effect. 



AGREEMENT



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



1.DEFINITIONS



1.1Certain Defined Terms.  As used in this Agreement (including any Exhibits attached hereto) and the other Loan Documents unless otherwise expressly indicated in this Agreement or the other Loan Documents, the following terms shall have the following meanings (such meanings to be applicable equally both to the singular and plural terms defined).



4/17 Letter Agreement:  That certain letter agreement between Lender and Borrower (containing the subject line “National Bank of Arizona/Bluegreen/Big Cedar”) dated April 27, 2017.

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9/16 Letter Agreement: That certain letter agreement between Lender and Borrower (containing the subject line “Note Receivable Loan Advances”) dated September 22, 2016.



620/575 FICO Score Notes Receivable:  those Notes Receivable under which the Purchaser thereof has a FICO Score of less than 620 but equal to or greater than 575.



Additional Collateral:  has the meaning given to it in Section 2.3.2 hereof.



Advance:  an advance of the proceeds of the Loan by Lender to, or on behalf of, Borrower in accordance with the terms and conditions of this Agreement, including an Availability Advance.



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



Agents:  the Servicing Agent, the Lockbox Agent and the Custodial Agent.  Agent means, as the context requires, any one of the Agents.



Agreement:  this Second Amended and Restated Loan and Security Agreement, as it may from time to time be amended, supplemented or restated.



Applicable Usury Law:  the usury law of the state chosen by the parties pursuant to the terms of Section 9.13 or such other usury law which is applicable if such usury law is not.



Articles of Organization:  the charter, articles of incorporation, articles of organization, operating agreement, joint venture agreement, partnership agreement, by-laws and any other written documents evidencing the formation, organization, governance and continuing existence of a non-individual Person.



Assignment:  a written Collateral Assignment of Notes Receivable and Purchaser Mortgages and their proceeds, executed by Borrower substantially in the form and substance of Exhibits A-1,  A-2 and A-3 attached hereto as to each of the Timeshare Projects, respectively



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Availability Advance: an Advance which is made against an Eligible Note Receivable after the first Advance made against such Note Receivable in an amount up to eighty five percent (85%) of the then-outstanding principal balance of all Eligible Notes Receivable pledged to Lender minus the unpaid Loan balance.



Backup Servicing Agent:  Concord Servicing Corporation, an Arizona corporation, as the Backup Servicing Agent, or its successor as Backup Servicing Agent, under the Backup Servicing Agreement.



Backup Servicing Agreement:  the agreement dated as of September 30, 2010 among Lender, Servicing Agent, Borrower and Backup Servicing Agent which provides for Backup Servicing Agent to perform for the benefit of Lender backup accounting, reporting and other servicing functions as set forth therein with respect to the Receivables Collateral, as it may from time to time be amended, supplemented or restated.



Bankruptcy Code:  as defined in Section 9.22 hereof.



Base Rate:  the rates per annum quoted by Lender as Lender's one (1) month LIBOR rate based upon quotes from the London Interbank Offered Rate from the British Bankers Association Interest Settlement Rates, as quoted for U.S. Dollars by Bloomberg, or other comparable services selected by the Lender.  The Base Rate is not necessarily the lowest rate charged by Lender on its loans.  If the foregoing one (1) month LIBOR rate becomes unavailable during the Term, Lender may designate a substitute index after notifying Borrower.  The one (1) month LIBOR rate is to be strictly interpreted and is not intended to serve any purpose other than providing an index to determine the interest rate used herein.  The LIBOR rate selected by Lender may not necessarily be the same as the quoted offer side in the Eurodollar time deposit market by any particular institution or service applicable to any interest period.



Base Rate Determination Date:  two Business Days prior to the last Business Day of each calendar month.  Notwithstanding the foregoing, the initial Base Rate Determination Date shall be two Business Days prior to the Effective Date.



Basic Interest:  as defined in Section 2.5 hereof.



Basic Interest Rate:  (a) as to Tranche E, the variable interest rate per annum, adjusted as of each Base Rate Determination Date, equal to the Base Rate in effect as of each Base Rate Determination Date, plus 325 basis points, but in no event shall the Basic Interest Rate, as to Tranche E, exceed the rate permitted by the Applicable Usury Law or fall below 4.00% per annum and (b) as to Tranche F, the variable rate of interest per annum, adjusted as of each Base Rate Determination Date, equal to the Base Rate in effect as of each such Base Rate Determination Date, plus 275 basis points, but in no event shall the Basic Interest Rate, as to Tranche F, exceed the rate permitted by Applicable Usury Law or fall below 3.50% per annum. 



BBX:BBX Capital Corporation, a Florida corporation, f/k/a BFC Financial Corporation.



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Big Cedar Project:  that certain vacation ownership project, commonly known as Bluegreen Wilderness Club at Big Cedar, located in Ridgedale, Missouri.



Big Cedar Timeshare Association:  Big Cedar Wilderness Club Condominium Association, Inc., a Missouri corporation not-for-profit, which is the association established in accordance with the Big Cedar Timeshare Declaration to manage the Big Cedar Timeshare Program and in which all owners of Timeshare Interests at the Big Cedar Project will be members.



Big Cedar Timeshare Declaration:  that declaration of covenants, conditions and restrictions which has been executed by Borrower, recorded in the real estate records of the county where the Big Cedar Project is located, and has established the Big Cedar Timeshare Program.



Big Cedar Timeshare Management Agreement:the management agreement from time to time entered into between the Big Cedar Timeshare Association and the Timeshare Manager for the management of the Big Cedar Timeshare Program. 



Big Cedar Timeshare Program:  the program created within the Big Cedar Project under the Big Cedar Timeshare Declaration by which Persons may own Timeshare Interests, enjoy their respective Timeshare Interests on a recurring basis, and share the expenses associated with the operation and management of such program.



BluegreenBluegreen Vacations Corporation (f/k/a Bluegreen Corporation), a Florida corporation, formerly a Massachusetts corporation.



Bluegreen Inc.:  Bluegreen Vacation Club, Inc., a Florida nonprofit corporation, and its successors and assigns, which was organized and formed to manage and operate the Vacation Club and with respect to which each Purchaser becomes a Class A Member thereof upon the purchase of a Timeshare Interest.



Borrower:  the entity named as Borrower in the introductory paragraph of this Agreement and, subject to the restrictions on assignment and transfer contained in the Loan Documents, its successors and assigns.



Borrower Bank Accounts:  as defined in Section 7.2(g) hereof.



Borrower Tangible Net Worth: the amount (determined on a consolidated basis in accordance with GAAP) set forth under total members' equity in the most recent year end consolidated balance sheets of Borrower.



Borrowing Base:  with respect to an Eligible Note Receivable, an amount equal to 85% of the unpaid principal balance of such Eligible Note Receivable



Borrowing Base Certificate a certificate prepared by Borrower substantially in the form and substance of Exhibit S, attached hereto.



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Borrowing Base Shortfall:  at any time, the amount by which the unpaid principal balance of the Loan exceeds the aggregate then applicable Borrowing Base of all Eligible Notes Receivable assigned to Lender.



Borrowing Term: the period commencing on the Effective Date and ending on September 28, 2020.



Business Day:  every day on which Lender's offices in the state of Arizona are open to the public for carrying on substantially all its business functions or any day which is not a Saturday or Sunday or a legal holiday under the laws of the State of Missouri, State of Florida or the United States.



CFPB Compliance Date:  October 3, 2015.

Collateral:  the Receivables Collateral and the collateral pledged to Lender pursuant to the Security Documents.



Confirmation of Recording: the form of Confirmation of Recording from Borrower's title company to Lender in the form attached hereto as Exhibit K



Custodial Agent:  US Bank National Association or any other Person approved by Lender in writing as Custodial Agent under the Custodial Agreement.



Custodial Agreement:  that certain Second Amended and Restated Custodial Agreement dated June 30, 2015 among Lender, Borrower and Custodial Agent pursuant to which the Custodial Agent is providing custodial and other services to the benefit of Lender with respect to Notes Receivable pledged to Lender and other items of Receivables Collateral, as such agreement may from time to time be amended, supplemented or restated.



Customer Service Cancellation:  the cancellation by Borrower of a Note Receivable as a result of the dissatisfaction by the Purchaser thereunder with some aspect of his Timeshare Interest purchase.



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



Default Rate:  the lesser of (a) the maximum per annum rate permitted by Applicable Usury Law, and (b) five percent (5%) per annum in excess of the applicable Basic Interest Rate not to exceed a maximum per annum rate of eighteen percent (18%).

Delinquency Modification:  an amendment or other modification to the terms and conditions of a Note Receivable resulting from an installment payment thereunder becoming contractually past due wherein: (a) the remaining term of such Note Receivables does not exceed 120 months from the date of the modification, (b) at least one payment thereunder has been made within

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30 days of its due date, as modified, and (c) the monthly trial balance identifies such Note Receivable as being so modified.

Effective Date:  the date of this Agreement. 



Eligible Note Receivable: a Note Receivable which satisfies the criteria set forth below as of the date of the applicable Advance (unless another date is specified, in which case such Note Receivable shall satisfy such criteria as of such other date):



(a)The Note Receivable was created in connection with the credit purchase and sale of a Timeshare Interest (thereby entitling the Purchaser to Owner Beneficiary Rights under the Vacation Club Trust Agreement) pursuant to the applicable Timeshare Program Consumer Documents which, in all material respects, shall be in the forms attached hereto as Exhibits C-1,  C-2 and C-3 and (as to each of the Timeshare Projects, respectively) and under the Timeshare Program Governing Documents approved by Lender;

(b)The Purchaser thereunder has made a down payment or payments by cash, check, credit card or otherwise totaling at least 10% of the actual purchase price (including closing costs) of the related Timeshare Interest (which down payment may, (i) in the case of Upgrade Note Receivables or conversion in connection with an Introductory Loan be represented in whole or in part by the principal payments and down payment made on, as applicable, such related Original Note Receivable, related Introductory Loan or the related Timeshare Interest, since its date of origination, or (ii) in the case of an Upgrade or a conversion in connection with an Introductory Product, be represented in whole or in part by the amount paid where the Purchaser has paid in full, whether at the point of sale or otherwise for the original Timeshare Interest or Introductory Product, as applicable);

(c)Other than with respect to a Delinquency Modification, the Note Receivable has an original maturity date of 120 months or less, payable in equal monthly installments of principal and interest;

(d)The annual rate of interest applied to the unpaid principal balance of the applicable Note Receivable (other than those Notes Receivable that are subject to the Servicemembers Civil Relief Act) is (i) at least a fixed rate of 9.99% per annum for Purchasers with a FICO Score equal to or greater than 750 and (ii) at least a fixed rate of 11.99% per annum for Purchasers with a FICO Score less than 750 or with no FICO Score.  At all times, the weighted average interest rate for the entire portfolio of Notes Receivable collaterally assigned to Lender (including those that are the subject of the Servicemembers Civil Relief Act) must be at least equal to 13.5% per annum;

(e)Other than as to 620/575 FICO Score Notes Receivable, No FICO Score Notes Receivable and Non-Resident Notes Receivable for which no FICO Score is available, the Purchaser's FICO Score shall not be less than 620;

(f)The minimum weighted average FICO Score of all Eligible Notes Receivable assigned to Lender and with respect to which a FICO Score is available, shall be at least 690. 

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Other than with respect to a No FICO Score Note Receivable and a Non-Resident Note Receivable, in no event shall a particular Note Receivable qualify as an Eligible Note Receivable in the event the FICO Score of the Purchaser related thereto is less than 575.  In calculating the minimum weighted average FICO Score, 620/575 FICO Score Notes Receivable shall be included in such calculation; however, No FICO Score Notes Receivable and Non-Resident Notes Receivable shall not be included;

(g)Subject to the exception below governing Jumbo Notes Receivable, at the time of assignment, the principal balance outstanding of any Note Receivable assigned to Lender shall not exceed $75,000;

(h)The principal balance outstanding of all Notes Receivable from any one Purchaser (and assigned to Lender hereunder) shall not exceed $100,000 in the aggregate without the prior written consent of Lender;

(i)The Purchaser is not subject to any bankruptcy proceedings, whether voluntary or involuntary;

(j)In connection with the initial Advance against such Note Receivable, no installment payment thereunder is more than 30 days contractually past due as reflected in the receivables schedule delivered in support of such Advance, as described in Section 4.2.1(c) hereof and in connection with the delivery of a Note Receivable to Lender to cure a Borrowing Base Shortfall pursuant to Section 2.7(c), no installment payment thereunder is more than 30 days contractually past due as reflected in the most recent trial balance delivered to Lender prior to such delivery. After such Advance or such delivery, no installment payment thereunder shall become more than 60 days contractually past due (adjusting for any deferral of installment payments as a result of a Note Receivable being classified as a Force Majeure Note Receivable);

(k)Except for the Non-Resident Notes Receivable, the Purchaser is a resident of the United States of America (including U.S. territories);

(l)The payment to be received is payable in United States dollars;

(m)The unpaid principal balance of all Force Majeure Notes Receivable assigned to Lender does not exceed 5% of the unpaid principal balance of all Eligible Notes Receivable assigned to Lender and against which Lender has made an Advance;

(n)The Purchaser has no claim of any defense, setoff or counterclaim under the applicable Note Receivable;

(o)The Note Receivable represents the balance of the sales price of a Timeshare Interest entitling a Purchaser to Owner Beneficiary Rights under the Vacation Club Trust Agreement, and the Purchaser of such Timeshare Interest is not, and no payment of a sum due under the Note Receivable has been made by, Borrower, an Affiliate, or an officer, director, agent, employee, principal, broker, creditor (or relative thereof) of Borrower or of any other Person related to or an Affiliate of Borrower;

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(p)The Timeshare Program Consumer Documents executed by the applicable Purchaser and all other aspects of the related transaction comply with all applicable Legal Requirements;

(q)Each Note Receivable, and related Timeshare Program Consumer Document (other than the Purchaser Mortgage) to which the related Purchaser is a party and which requires the signature of such Purchaser has been duly executed by such Purchaser.  The Purchaser Mortgage has been executed by the Vacation Club Trustee;

(r)The Unit in which the applicable Timeshare Interest financed by the Note Receivable is situate and to which the Purchaser has access: (i) has been completed in compliance with all Legal Requirements, is currently served by all required utilities, is fully furnished and ready for use, subject to renovations for improvements from time to time in the ordinary course of maintaining the Unit; (ii) is covered by a valid permanent and unconditional certificate of occupancy (or its equivalent) duly issued; (iii) is subject to the terms of the Timeshare Declaration for the applicable Timeshare Project; and (iv) has been developed to the specifications provided for in the applicable Purchase Contract.  All furnishings (including appliances) within the Unit(s) to which the Purchaser has access have been or will timely be fully paid for and are free and clear of any lien or other interest by any third party, except for any furniture leases which contain non-disturbance provisions acceptable to Lender;

(s)The Unit in which the applicable Timeshare Interest financed by the Note Receivable is situate has had all taxes, maintenance, special and other assessments, penalties and fees related thereto paid when due;

(t)Any and all applicable rescission periods relating to the purchase by the applicable Purchaser of a Timeshare Interest have expired;

(u)The Note Receivable is serviced by Guarantor or its successors or assigns, or by a wholly owned subsidiary thereof, provided that Lender is given written notice of the identity of such successor servicing agent prior to such Person assuming servicing responsibilities;

(v)The Note Receivable is secured by a Purchaser Mortgage.  The lien of the Purchaser Mortgage securing the Note Receivable is or will be a perfected first priority purchase money mortgage and the related Purchaser Mortgage (i) has been executed by the Vacation Club Trustee, (ii) will be collaterally assigned of record to Lender pursuant to the Assignment and a copy of such recorded Assignment is delivered to the Custodial Agent on or before the expiration of the Trailing Documents Delivery Date for the subject Advance; and (iii) will be  fully insured by a Title Policy, when issued, subject only to the Permitted Encumbrances, in the amount of the Note Receivable, which Title Policy will be endorsed in the manner specified in the Confirmation of Recording and delivered to the Custodial Agent on or before the expiration of the Trailing Documents Delivery Date for the subject Advance;

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(w)All representations, warranties and covenants regarding such Note Receivable and the Timeshare Program Consumer Documents related thereto and the matters related thereto as set forth in this Agreement are accurate and Borrower shall have performed all of its obligations with respect thereto;

(x)Lender has a valid, perfected first priority lien against and security interest in the Note Receivable and the related Timeshare Program Consumer Documents and all payments to be made thereunder;

(y)The terms of such Note Receivable have not been amended in any way, including any revisions to the payment provisions to cure any defaults or delinquencies or a revision that would constitute a downgrade in the type or quality of the Timeshare Interest purchased by the Purchaser, except in the case of a Permitted Modification, a Force Majeure Note Receivable or a Delinquency Modification;

(z)There has been no increase to the applicable interest rate payable on the Note Receivable as the result of the termination of any automatic payment option, unless all disclosures required under Regulation Z for such increase have been properly given by Borrower to Purchaser;

(aa)The Purchaser is not a blocked person, as defined in the Patriot Act Certificate and Agreement;

(bb)Each of

(i) a No FICO Score Note Receivable,

(ii) a Non Resident Note Receivable,

(iii) a 620/575 FICO Score Note Receivable, and

(iv) a Jumbo Note Receivable,



shall be considered Eligible Notes Receivable, provided that (x) the unpaid principal balance, in the aggregate, of all (A) No FICO Score Notes Receivable, (B) Non Resident Notes Receivable, (C) 620/575 FICO Score Notes Receivable, and (D) Jumbo Notes Receivable, assigned to Lender, does not, without duplication, exceed 10% of the principal balance of all Eligible Notes Receivable assigned to Lender and against which Lender has made an Advance, and (xi) such Note Receivable meets all of the other conditions to qualify as an Eligible Note Receivable;



(cc)In addition to meeting the requirements in subsection (bb) above, a No FICO Score Note Receivable shall be considered an Eligible Note Receivable only in the event (i) the unpaid principal balance of all No FICO Score Notes Receivable assigned to Lender does not exceed 5% of the principal balance of all Eligible Notes Receivable assigned to Lender and against which Lender has made an Advance, and (ii) such Note Receivable meets all of the other conditions to qualify as an Eligible Note Receivable;

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(dd)In addition to meeting the requirement in subsection (bb) above, a Non‑Resident Note Receivable shall be considered an Eligible Note Receivable only in the event (i) the unpaid principal balance of all Non-Resident Notes Receivable assigned to Lender does not exceed 5% of the unpaid principal balance of all Eligible Notes Receivable assigned to Lender and against which Lender has made an Advance, (ii) such Note Receivable meets all of the other conditions to qualify as an Eligible Note Receivable, and (iii) the payment under such Non-Resident Note Receivable is made by the Purchaser under an autopay program;

(ee)The Purchaser is personally liable under its Purchase Contract;

(ff)The Purchaser has become an Owner Beneficiary under the Vacation Club Trust Agreement;

(gg)The purchased Timeshare Interest has been conveyed to the Vacation Club Trustee to be held under the terms of the Vacation Club Trust Agreement;

(hh)The Purchaser is not an Affiliate, officer, director, agent or employee of Borrower; and



(ii)A Note Receivable which has been modified in a manner which qualifies as a Delinquency Modification shall be considered an Eligible Note Receivable only in the event (i) the unpaid principal balance of all such Notes Receivable (modified in a manner which would qualify as a Delinquency Modification) which have been assigned to Lender does not exceed 2% of the unpaid principal balance of all Eligible Notes Receivable assigned to Lender and against which Lender has made an Advance, (ii) after such modification, no installment payment thereunder is more than 60 days contractually past due and (iii) such Note Receivable meets all the other conditions to qualify as an Eligible Note Receivable (including the 13.5% weighted average interest rate requirement set forth in subsection (d) above).



Environmental Indemnity:  the First Amended and Restated Hazardous Substances Remediation and Indemnification Agreement dated as of October 10, 2012, executed and delivered by Borrower and Guarantor and containing representations, warranties and covenants regarding the environmental condition of each Timeshare Project and the Collateral, as such agreement may from time to time be amended, supplemented or restated.



Event of Default:  as defined in Section 7.1 hereof.



Executive Order:  as defined in Section 5.29 hereof.



Existing Indebtedness:  Borrower's existing indebtedness owed to Quorum Federal Credit Union.



FICO Score:  a credit risk score determined by the Fair Isaac Company for a consumer borrower through the analysis of individual credit files.  In the event that such credit risk scoring

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program ceases to exist, Lender may select a successor credit risk scoring program in Lender's discretion. 



For Purchasers related to Notes Receivable collaterally assigned to Lender under this Agreement and which were originated on and after December 15, 2008, the FICO Score was determined at the point of sale or within 90 days prior to such sale.  In the event that a Purchaser consists of more than one individual (e.g., husband and wife) (a Purchaser Group), the FICO Score for such Purchaser Group shall be based on the highest of the FICO Scores for all individuals who have a FICO Score in such Purchaser Group.  If all individuals in a Purchaser Group have no FICO Score, then the Purchaser Group shall be considered to have no FICO Score.



Notwithstanding the foregoing, for Purchasers related to Notes Receivable collaterally assigned to Lender under this Agreement and which were originated prior to December 15, 2008, the FICO Score was determined by an Experian Quest project run in May 2010 and was based on the primary obligor in respect of the related Note Receivable.



First A&R Loan Agreement: defined in the Background Statements.



Force Majeure Note Receivable  a Note Receivable (a) for which a natural disaster or act of terror has had a direct impact on the ability of the related Purchaser to make payments due to disruption of employment or to place of residence, as reasonably determined by the Servicing Agent in accordance with the servicing standard and for which the Servicing Agent has determined, in accordance with the servicing standard, to defer loan payments for a specified grace period of not more than two (2) months, (b) which was within the Receivables Loan Borrowing Base and qualified as an Eligible Note Receivable before the occurrence of such natural disaster or act of terror, (c) which is identified on the monthly trial balance as a Force Majeure Note Receivable and (d) which in all other respects qualifies as an Eligible Note Receivable. A Note Receivable shall no longer be deemed a Force Majeure Note Receivable if the Purchaser has made two consecutive timely payments following the implementation of the loan payment deferral described above.

Foreign Assets Control Regulations:  as defined in Section 5.29 hereof.



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



Guarantor:  Bluegreen, and, subject to any restrictions on assignment and transfer contained in the Loan Documents, its successors and assigns.



Guarantor Tangible Net Worth:  on a consolidated basis for Guarantor and its subsidiaries, at any date, the (a) sum of (i) total shareholders' equity, including any non-controlling interest, as reported in Guarantor's most recent annual financial statement, plus (ii) Subordinated Indebtedness, as reported in Guarantor's most recent annual financial statement and (b) less any loans or other

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indebtedness owed by an Affiliate to Guarantor, including BBX and any other of Guarantor's shareholders, owners or members.



Guaranty:  a primary, joint and several guaranty agreement made by a Guarantor with respect to all or any part of the Obligations, as it may be from time to time amended, supplemented or restated.



Impositions:  all present and future real estate, personal property, excise, privilege, transaction, documentary stamp and other taxes, charges, assessments and levies (including non-governmental assessments and levies such as maintenance charges, association dues and assessments under private covenants, conditions and restrictions) and any interest, costs, fines or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed.  Impositions shall include any and all taxes, withholding obligations, deductions, license or other fees, assessments, charges, fines, duties, imposts, penalties, or any property, privilege, excise, real estate or other taxes, charges or assessments currently or hereafter levied or imposed by any local, state, or federal governmental authority of the United States upon or in connection with or measured by the Loan Documents, the Collateral, or the principal or accrued interest under the Loan, the Prepayment Premium, Loan Fee, Non-Use Fee, servicing fees, custodial fees, lockbox fees, collection fees or other amounts payable by Borrower to Lender or to Servicing Agent, Backup Servicing Agent, Custodial Agent or Lockbox Agent under the Loan Documents or by Purchasers to Borrower or Lender under the Timeshare Program Consumer Documents.



Incipient Default:  an event or condition, the occurrence of which would, with a lapse of time or the giving of notice or both, become an Event of Default.



Indebtedness:  for any Person, without duplication, the sum of the following:



(a)indebtedness for borrowed money;



(b)obligations evidenced by bonds, debentures, notes or other similar instruments;



(c)obligations to pay the deferred purchase price of property or services;



(d)obligations as lessee under leases which have been or should be, in accordance with GAAP, recorded as capital leases;



(e)obligations of such Person to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities or property;



(f)obligations of such Person to reimburse any bank or other Person in respect of amounts actually paid under a letter of credit or similar instrument;



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(g)indebtedness or obligations of others secured by a lien on any asset of such Person, whether or not such indebtedness or obligations are assumed by such Person (to the extent of the value of the asset);



(h)obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) though (g) above; and



(i)liabilities in respect to unfunded vested benefits under plans covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended.



Insurance Policies:  the insurance policies that Borrower is required to maintain and deliver pursuant to Section 6.1(c) hereof.



Intangible Asset.  A nonphysical, noncurrent right that gives Guarantor or any of its subsidiaries an exclusive or preferred position in the marketplace including but not limited to a copyright, patent, trademark, goodwill, organization costs, capitalized advertising cost, computer programs, licenses for any of the preceding, governmental licenses (e.g., broadcasting or the right to sell liquor), leases, franchises, mailing lists, exploration permits, import and export permits, construction permits, and marketing quotas.



Interest Holder Beneficiary:  as defined in the Vacation Club Trust Agreement.



Introductory Loana loan originated in connection with an Introductory Product.



Introductory Productcertain introductory products with FICO scores and finance terms that are intended to be held in Borrower's portfolio.



Inventory Loan:  defined in the Background Statements.



Inventory Loan Agreement:  defined in the Background Statements.



Inventory Loan Documents:  defined in the Background Statements.



Inventory Loan Reduction Notice: as defined in the Inventory Loan Agreement. 



Jumbo Notes Receivable:  a Note Receivable or multiple Notes Receivable from the same Purchaser with a balance that exceeds $75,000 but is less than $100,000.



Legal Requirements:  (a) all present and future judicial decisions, statutes, regulations, permits, approvals, registrations and licenses or certificates of any governmental authority (including from any state regulatory agency, department or division in any jurisdiction in which a Timeshare Project is located which has the power and authority to regulate timeshare projects in such jurisdiction) in any way applicable to Borrower or its property, including any applicable state statute

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or other law in any jurisdiction where a Timeshare Project is located which governs the creation and regulation of condominiums in such jurisdiction, as the same may be amended from time to time, and (b) all contracts or agreements (written or oral) by which Borrower or its property is bound or, if compliance therewith would otherwise be in conflict with any of the Loan Documents, by which Borrower or its property becomes bound with Lender's prior written consent.



Lender:  ZB, N.A. dba NATIONAL BANK OF ARIZONA, a national banking association, and its successors and assigns.



Loanthe revolving line of credit loan made pursuant to this Agreement.  



Loan Documents:  this Agreement, the Note, any and all Guaranties, any and all Subordination Agreements, the Lockbox Agreement, the Servicing Agreement, the Backup Servicing Agreement, the Custodial Agreement, the Environmental Indemnity, the Security Documents, the Patriot Act Certificate and Agreement, and all other documents now or hereafter executed in connection with the Loan, as they may from time to time be amended, modified, supplemented or otherwise restated.



Loan Fee:  as defined in Section 2.9(b) hereof. 



Loan Fee – First Increase:  as defined in Section 2.9(a) hereof. 



Loan Fee – Subsequent Increase:  as defined in Section 2.9(b) hereof. 



Loan File:  with respect to each of the Notes Receivable, all the Timeshare Program Consumer Documents relating thereto, each duly executed, as applicable, plus:



(a)All guaranties, if any, for the payment of the Notes Receivable and



(b)The Title Policy insuring the lien of the Purchaser Mortgage.



Lockbox Agent:  Initially, ZB, N.A. dba NATIONAL BANK OF ARIZONA, a national banking association, as the Lockbox Agent, or its successor as Lockbox Agent, under the Lockbox Agreement.



Lockbox Agreement:  the Lockbox Agreement (Bluegreen/Big Cedar Vacations, LLC)  dated as of September 22, 2010, as amended by the Amendment No. 1 to Lockbox Agreement (Bluegreen/Big Cedar Vacations, LLC)  dated as of October 10, 2012, by and between Lender, Borrower and Lockbox Agent, which provides for Lockbox Agent to collect, through a lockbox, payments under Notes Receivable constituting part of the Receivables Collateral and to remit them to Lender, as it may from time to time be amended, supplemented or restated.



Long Creek Project:  that certain vacation ownership project, commonly known as Bluegreen Wilderness Club at Long Creek Ranch, located in Ridgedale, Missouri, including, without

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limitation, once fully complete and subject to the Long Creek Timeshare Declaration, Long Creek Phase 2a/2b and Phase 3a/3b.



Long Creek Phase 2a/2b and Phase 3a/3bThe new Phase 1 and the new Phase 2, respectively, as reflected on the most recent site plan for Long Creek Project.



Long Creek Timeshare Association:  Bluegreen Wilderness Club at Long Creek Ranch Condominium Association, Inc., a Missouri corporation not-for-profit, which is the association established in accordance with the Long Creek Timeshare Declaration to manage the Long Creek Timeshare Program and in which all owners of Timeshare Interests at the Long Creek Project will be members.



Long Creek Timeshare Declaration:  that declaration of covenants, conditions and restrictions which has been executed by Borrower, recorded in the real estate records of the county where the Long Creek Project is located, and has established the Long Creek Timeshare Program.



Long Creek Timeshare Management Agreement:  the management agreement from time to time entered into between the Long Creek Timeshare Association and the Timeshare Manager for the management of the Long Creek Timeshare Program.



Long Creek Timeshare Program:  the program created within the Long Creek Project under the applicable Timeshare Declaration by which Persons may own Timeshare Interests, enjoy their respective Timeshare Interests on a recurring basis, and share the expenses associated with the operation and management of such program.



Material Adverse Change:  any material and adverse change in, or a change which has a material adverse effect upon, any of:



(a)the business, properties, operations or condition (financial or otherwise) of Borrower or of Guarantor, which, with the giving of notice or the passage of time, or both, could reasonably be expected to result in either (i) Borrower or Guarantor failing to comply with any of the financial covenants contained in Section 6.1(o) or (ii) Borrower's or Guarantor's inability to perform its or their respective obligations pursuant to the terms of the Loan Documents; or



(b)the legal or financial ability of Borrower or Guarantor to perform its or their respective obligations under the Loan Documents and to avoid any Incipient Default or Event of Default; or



(c)the legality, validity, binding effect or enforceability against Borrower or Guarantor of any Loan Document.



Maturity Date:  for each of Tranche E and Tranche F, the first to occur of (i) March 28, 2025 or (ii) the date on which the Loan is required to be repaid pursuant to the terms of this Agreement.



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Maximum Loan AmountInitially, $50,000,000; provided, however, that the Maximum Loan Amount shall be automatically increased by an amount equal to each Subsequent Increase, except that under no circumstances shall the cumulative unpaid principal balance of the Loan and the Inventory Loan exceed the Maximum Combined Loan Amount.



Maximum Combined Loan Amount: $70,000,000.



Maximum Permitted Outstanding Principal Balance: as defined in Section 2.7(b) hereof.

Minimum Required Timeshare Approvals:  all approvals, registrations and licenses required from governmental authorities in order to sell and finance Timeshare Interests and offer them for sale, including a copy of the registrations/consents to sell, the final subdivision public reports/public offering statements and/or prospectuses (including the Public Report) and approvals thereof required to be issued by or used in the jurisdiction where the applicable Timeshare Project is located and other jurisdictions where Timeshare Interests have been offered for sale or sold.



No FICO Score Notes Receivable:  a Note Receivable from a Purchaser who is a resident of the United States of America but for whom no FICO Score is available.



Non-Resident Notes Receivable:  a Note Receivable from a Purchaser who is a resident of Canada or the United Kingdom.



Non-Use Fee: as defined in Section 2.12 hereof.



Non-Use Fee Covenant: as defined in Section 2.12 hereof.



Note:  the Fourth Amended and Restated Revolving Promissory Note to be made and delivered by Borrower to Lender reflecting an initial maximum outstanding indebtedness of $50,000,000 (as amended from time to time by Lender to reflect any and all Subsequent Increases), dated as of the Effective Date and made payable to Lender to evidence the Loan, as it may from time to time be amended, supplemented or restated.



Note Amount Schedule: the Note Amount Schedule that is attached to the Note, as a Schedule A thereto, reflecting the then current face amount of the Note, as such schedule is amended from time to time.



Note Receivable:  a purchase money promissory note which has arisen out of a sale of a Timeshare Interest by Borrower to a Purchaser, is made payable by such Purchaser solely to Borrower, and is secured by a Purchaser Mortgage.



Obligations:  all obligations, agreements, duties, covenants and conditions of Borrower to Lender which Borrower is now or hereafter required to Perform under the Loan Documents.  Without in any way limiting the foregoing, the term Obligations includes (i) any and all obligations of Borrower to Lender with respect to the Loan and (ii) any and all obligations of Borrower to Lender arising under or in connection with any transaction hereafter entered into between Borrower

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and Lender which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures, as applicable.

Operating Contractsas defined in Section 5.19 hereof.



Original Note Receivable:  a Note Receivable for which the related Purchaser has elected to effect and the Borrower has agreed to effect an Upgrade.



Owner Beneficiary:  the Purchaser under the Purchase Contract who purchases a Timeshare Interest in a Timeshare Project pursuant to such Purchase Contract and is thereby designated an Owner Beneficiary under the terms of the Vacation Club Trust Agreement and entitled to exercise Owner Beneficiary Rights with appurtenant Vacation Points.



Owner Beneficiary Rights:  the beneficial rights provided to a Purchaser under the Vacation Club Trust Agreement, which rights shall specifically include the rights of performance provided to Owner Beneficiaries by the Vacation Club Trustee under the Vacation Club Trust Agreement and related documents, which Owner Beneficiary Rights shall specifically include as an appurtenance thereto Vacation Points.



Paradise Point Project: that certain vacation ownership project, commonly known as Paradise Point Resort, located in Hollister, Missouri.



Paradise Point Timeshare Association: Paradise Point Resort Property Owners Association, a Missouri corporation not-for-profit, which is the association established in accordance with the Paradise Point Timeshare Declaration to manage the Paradise Point Timeshare Program and in which all owners of Timeshare Interests at the Paradise Point Project will be members.



Paradise Point Timeshare Declaration: that declaration of covenants, conditions and restrictions which has been recorded in the real estate records of the county where the Paradise Point Project is located, and has established the Paradise Point Timeshare Program.



Paradise Point Timeshare Management Agreement: the management agreement from time to time entered into between the Paradise Point Timeshare Association and the Timeshare Manager for the management of the Paradise Point Timeshare Program.



Paradise Point Timeshare Program: the program created within the Paradise Point Project under the Paradise Point Timeshare Declaration by which Persons may own Timeshare Interests, enjoy their respective Timeshare Interests on a recurring basis, and share the expenses associated with the operation and management of such program.



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Patriot Act Certificate and Agreement:  the Patriot Act Certificate and Agreement dated as of September 30, 2010 by and among Borrower, Guarantor and Lender, as amended, supplemented or restated.



Performance or Perform:  full, timely and faithful payment and performance.



Permitted Debt:  the meaning given to it in Section 6.2(b) hereof.



Permitted Encumbrances:  with respect to each Timeshare Project (i) real estate taxes and assessments not yet due and payable, (ii) exceptions to title which are approved in writing by Lender (including such easements, dedications and covenants which Lender consents to in writing after the date of this Agreement), (iii) those exceptions listed on the Exhibits B-1,  B-2, and B-4 attached hereto (as to the Big Cedar Project, the Long Creek Project, and the Paradise Point Project, respectively). 



Permitted Modification:  an amendment or other modification to the terms and conditions of a Note Receivable (a) as a result of the Servicemembers Civil Relief Act, (b) with respect to a one percent (1%) increase or decrease in the related Note Receivable’s interest rate related to a voluntary or involuntary election to commence or cease using an automatic payment option, as applicable, (c) in connection with an Upgrade Note Receivable or (d) in order to make a correction to fix a typographical error in the documentation executed in connection with the closing of the related consumer loan, and made in the ordinary course of business.



Person:  an individual, general partnership, limited partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.



Prefunding Documents:  those Timeshare Program Consumer Documents identified on Exhibit A to the Custodial Agreement as Prefunding Documents and in the form required in that Exhibit.



Prepayment Premium:  an amount to be paid pursuant to Section 2.8 upon a prepayment of the Loan.



Prohibited Drug Law Activities:  as defined in Section 6.2(k). 



Public Report:  the approved public report, permit or public offering statement for the Vacation Club and for the applicable Timeshare Project and the approvals or registrations for such Timeshare Project, in the jurisdiction in which such Timeshare Project is located and in each other jurisdiction in which sales of Timeshare Interests are made or such Timeshare Project is otherwise required to be registered.

Purchase Contract:  a purchase contract by and between a Purchaser, Bluegreen Vacations Unlimited Inc. (as Club Developer), and Borrower (as Facilitator) pursuant to which Borrower has agreed to sell and a Purchaser has agreed to purchase a Timeshare Interest in connection with

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such Purchaser's designation as an Owner Beneficiary under the Vacation Club Trust Agreement, commonly known as a Bluegreen Owner Beneficiary Agreement.



Purchaser:  a person who has executed a Purchase Contract as a purchaser.



Purchaser Mortgage:  the purchase money deed of trust given to secure a Note Receivable.



Receivables Collateral:  (a) the Notes Receivable which are now or hereafter assigned, endorsed or delivered to Lender pursuant to this Agreement or against which an Advance has been made, all payments due to become due thereunder, in whatever form, including cash, checks, notes, drafts and other instruments for the payment of money;  (b) all rights under all documents evidencing, securing, guaranteeing or otherwise pertaining to such Notes Receivable, including the Owner Beneficiary Rights under the Vacation Club Trust Agreement and pertaining to the purchased Timeshare Interest, Title Policies, Purchaser Mortgages and Purchase Contracts including all rights of foreclosure, termination, dispossession and repossession thereunder, all documents, instruments, contracts, liens and security interests related to such Notes Receivable, all collateral and other security securing the obligations of any Person under such Note Receivable and all rights and remedies of whatever kind or nature Borrower may hold or acquire for purpose of securing or enforcing such Notes Receivable and related Timeshare Program Consumer Documents (expressly excluding any rights as developer or declarant under the applicable Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents); (c) all deposits, accounts, instruments, contract rights, general intangibles, chattel paper, documents, instruments, pre-authorization account-debit agreements, claims and judgments pertaining to or arising out of any of the foregoing; (d) all proceeds, property, property rights, privileges and other benefits arising out of the enforcement of such Notes Receivable or the related Purchaser Mortgages, Purchase Contracts and other Timeshare Program Consumer Documents, including all property returned by and reclaimed by or repossessed from Purchasers thereunder; (e) any lockbox agreements  and the funds contained in any accounts established pursuant thereto, relating to such Notes Receivable, except amounts deposited in error; (f)  all rights, now or hereafter existing under any payment authorization agreements signed or delivered by or on behalf of a Purchaser under a Note Receivable described in clause (a) above and all accounts and other proceeds derived therefrom; (g) any rights inuring to Borrower as an institutional mortgagee, an institutional lender or a mortgagee as provided in the Timeshare Declaration in connection with any Notes Receivable described in clause (a) above and the related Purchaser Mortgages pledged to Lender; (h) all rights of the Borrower to exercise, at any meeting of the Timeshare Association, the voting rights of a Purchaser whose Note Receivable has been assigned or delivered to Lender;  (i) all of Borrower's rights to any insurance policies related to a Timeshare Project, to the extent pertaining to a Note Receivable assigned to Lender or to the Timeshare Interest securing such Note Receivable; (j) all computer software, files, books and records of Borrower pertaining to any of the foregoing clauses (a) through (i), subject to any licensing limitations; (k) all rights of the Borrower as an Interest Holder Beneficiary as to the foregoing; (l) the cash and non-cash proceeds of all of the foregoing, including (whether or not acquired with cash proceeds), all accounts, chattel paper, contract rights, documents, general intangibles, instruments, fixtures, and equipment, inventory and other goods; and (m) all extensions, additions, improvements, betterments, renewals, substitutions, amendments of any of the foregoing  and the products and proceeds thereof.

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Required Payment Date: the meaning given to it in Section 2.7(b) hereof.



Reservation System:  the method, arrangement or procedure including any computer network and software employed for the purpose of enabling or facilitating the operation of the system which enables each Purchaser to utilize such Purchaser's right to reserve a use period in a Timeshare Project in accordance with the provisions and conditions set forth therein.



Reservation System License:  a non-exclusive license granted by Bluegreen Resorts Management, Inc. to Lender as of the date of this Agreement entitling Lender to the non-exclusive license to use the Reservation System upon the terms and conditions described therein.



Resolution:  a resolution of a corporation certified as true and correct by an authorized officer of such corporation, a certificate signed by such members, the manager or managers and/or the authorized officers of a limited liability company as may be required by applicable law and by the Articles of Organization of such limited liability company, or a partnership certificate signed by all of the general partners of such partnership and such other partners whose approval is required.



Security Documents:  the Assignments, this Agreement, the Reservation System License, and all other documents now or hereafter securing the Obligations, as they may be from time to time be amended, supplemented or restated.



Securitization:  a Note Receivable purchase or financing securitization transaction or similar conduit transaction, pursuant to which Borrower or any Affiliate of Borrower sells, transfers, or pledges Notes Receivable to a third party (other than Borrower or any Affiliate of Borrower) and in connection therewith, Borrower or any Affiliate of Borrower serves as a servicer or issuer rather than a borrower with respect to such Notes Receivable; provided however the portfolio characteristics of the remaining pledged Notes Receivable (such as weighted average FICO Score, weighted average interest rate and other measurable characteristics, but exclusive of seasoning) shall be substantially similar to the characteristics in existence prior to the release of such Notes Receivable. 

Securitization Prepayment: as defined in Section 2.8(d).  

Servicing Agent:  Bluegreen, as the Servicing Agent, or its successor as Servicing Agent, under the Servicing Agreement.



Servicing Agreement:  the Servicing Agreement dated as of September 30, 2010 among Lender, Borrower and Servicing Agent which provides for Servicing Agent to perform for the benefit of Lender accounting, reporting and other servicing functions with respect to the Receivables Collateral, as it may from time to time be amended, supplemented or restated.



Subordination Agreement:  such subordination agreement from a Subordinator subordinating Indebtedness owed to it by Borrower to all or a part of the Obligations, whether

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delivered on or before the Effective Date or thereafter, as the same may from time to time be amended, supplemented or restated.



Subordinated Indebtedness.  Indebtedness represented by Guarantor's junior subordinated debentures or such other Indebtedness incurred by Guarantor which is treated as subordinated indebtedness in accordance with GAAP.



Subordinator:  at any time, a Person (including Big Cedar, L.L.C., a Missouri limited liability company, Bluegreen Vacations Unlimited, Inc., a Florida corporation and Guarantor) then required under the terms of this Agreement to subordinate Indebtedness owed to it by Borrower or a Guarantor to all or any part of the Obligations in accordance with the terms of a Subordination Agreement.



Subsequent Increase: an amount equal to: (i) the Maximum Loan Amount (as defined in the Inventory Loan Agreement) for the Inventory Loan that exists immediately prior to the delivery of an Inventory Loan Reduction Notice, less (ii) the new Maximum Loan Amount (as defined in the Inventory Loan Agreement) for the Inventory Loan that exists immediately after the delivery of the Inventory Loan Reduction Notice. For example, if the Maximum Loan Amount for the Inventory Loan is $20,000,000, and after the delivery of the applicable Inventory Loan Reduction Notice the Maximum Loan Amount of the Inventory Loan is reduced to $15,000,000, the Subsequent Increase would be equal to $5,000,000. Each time the Borrower delivers an Inventory Loan Reduction Notice, there shall be a separate Subsequent Increase; provided, however, that no Subsequent Increase shall be deemed to occur unless (1) an Inventory Loan Reduction Notice is given in accordance with all of the terms and conditions of the Inventory Loan Agreement, (2) a revised Note Amount Schedule is executed and attached to the Note, thereby increasing the face amount of the Note by  the amount of the Subsequent Increase and (3) a revised Note Amount Schedule is executed and attached to the note evidencing the Inventory Loan, thereby decreasing the face amount of that note by the amount of the Subsequent Increase. 



Term:  the duration of this Agreement, commencing on the Effective Date and ending when all of the payment Obligations have been Performed.



Timeshare Association:  individually and collectively, as the context requires, the Big Cedar Timeshare Association, the Long Creek Timeshare Association and the Paradise Point Timeshare Association.



Timeshare Declaration:  individually and collectively, as the context requires, the Big Cedar Timeshare Declaration, the Long Creek Timeshare Declaration and the Paradise Point Timeshare Declaration.



Timeshare Interest:  a timeshare fee simple estate in the relevant Timeshare Project as established and provided in the applicable Timeshare Declaration, which consists of an undivided interest as tenant in common with other owners in the relevant Timeshare Program, including the appurtenant exclusive right to occupy and use a Unit for one or more periods per calendar year or per second calendar year of one week or a portion of one week, and subject to the then existing

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reservation rules and regulations of the applicable Timeshare Association, if applicable, together with all appurtenant rights and interests, including without limitation, the right to make reservations pursuant to the reservation system pertaining thereto, if applicable, and appurtenant use rights in and to common elements at the relevant Timeshare Project, easements, licenses, access and use rights in and to all of the facilities at the relevant Timeshare Project, all of which the Purchaser thereof directs Borrower to immediately convey to the Vacation Club Trustee and which the Vacation Club Trustee holds pursuant to the provisions of the Vacation Club Trust Agreement, at which time, the Purchaser becomes a member and Owner Beneficiary of the Vacation Club, is identified in a schedule attached to the Vacation Club Trust Agreement, as amended from time to time to include new Owner Beneficiaries, and is entitled to certain Owner Beneficiary Rights under the Vacation Club Trust Agreement and a specific number of Vacation Points corresponding to such rights, which Vacation Points may be used by the Owner Beneficiary for lodging for varying lengths of time at various Vacation Club resorts. 



Timeshare Management Agreement:  individually and collectively, as the context requires, the Big Cedar Timeshare Management Agreement, the Long Creek Timeshare Management Agreement and the Paradise Point Timeshare Management Agreement. 



Timeshare Manager:  individually and collectively, as the context requires, the Person from time to time employed by (i) the Big Cedar Timeshare Association to manage the Big Cedar Timeshare Program; (ii) the Long Creek Timeshare Association to manage the Long Creek Timeshare Program and (iii) the Paradise Point Timeshare Association to manage the Paradise Point Timeshare Program, in the case of each of the foregoing clauses (i)-(iii), as of the date of this Agreement, being Bluegreen Resorts Management, Inc., a Delaware corporation.



Timeshare Program:  individually and collectively, as the context requires, the Big Cedar Timeshare Program, the Long Creek Timeshare Program and the Paradise Point Timeshare Program. 



Timeshare Program Consumer Documents:  the following documents used by Borrower in connection with the credit sale of Timeshare Interests at a Timeshare Project:

(a)

Note Receivable (endorsed to Lender's order with recourse pursuant to the form of endorsement attached hereto as Exhibit J);

(b)

Deed of Trust;

(c)

General Warranty Deed;

(d)

Service Disclosure Statement;

(e)Good Faith Estimate of Settlement Charges (for sales closing prior to the CFPB Compliance Date);

(f)HUD-1 Settlement Statement (for sales closing prior to the CFPB Compliance Date);

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(g)Truth-in-Lending Disclosure Statement (for sales closing prior to the CFPB Compliance Date);

(h)Closing Disclosure (for sales closing on or after the CFPB Compliance Date;

(i)Loan Estimate (for sales closing on or after the CFPB Compliance Date and to the extent required to be delivered under applicable law);

(j)Bluegreen Owner Beneficiary Agreement and any addendum thereto;

(k)Assent to Execution of Documents, if applicable;

(l)Certificate of Purchase of Owner Beneficiary Rights (if such purchase occurred after January 31, 2006);

(m)Owner Confirmation Interview (or Biennial Owner Confirmation Interview);

(n)Receipt for Timeshare Documents;

(o)Compliance Agreement;

(p)Credit Application;

(q)Other than with respect to No FICO Score Notes Receivable and Non-Resident Notes Receivable, (i) for Notes Receivable originated on and after December 15, 2008, evidence of FICO Score in the form of a truncated or full credit report and (ii) for Notes Receivable originated prior to December 15, 2008, evidence of FICO Score in such form as previously agreed upon between Borrower and Lender; and

(r)Any Public Offering Statement receipts.

A sample form of each Timeshare Program Consumer Document in connection with the credit sale of Timeshare Interests at a Timeshare Project is attached hereto as Exhibits C-1,  C-2, and C-3 (as to each of the Timeshare Projects, respectively).



Timeshare Program Governing Documents:  the Public Report, the Timeshare Declaration, any condominium declarations pertaining to a Timeshare Project, the Articles of Organization and bylaws for each Timeshare Association and for Bluegreen Inc., any and all rules and regulations from time to time adopted by each Timeshare Association and Bluegreen Inc., the Timeshare Management Agreement, the Vacation Club Trust Agreement, the Vacation Club Management Agreement, any subsidy agreement by which Borrower is obligated to subsidize shortfalls in the budget of the Timeshare Program in lieu of paying assessments, any affiliation agreements,  any amenity agreements and any other existing and future contracts, agreements or other documents relating to the establishment, use, occupancy, operation, management, marketing, sale and maintenance of a Timeshare Project.



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Timeshare Project:  individually and collectively, as the context requires, the Big Cedar Project, the Long Creek Project and the Paradise Point Project. 



Title Insurer:  a title company which is acceptable to Lender and issues a Title Policy, including without limitation, First American Title Insurance Company.



Title Policy:  in connection with each Purchaser Mortgage which is a part of the Receivables Collateral, an ALTA lender's policy of title insurance in an amount not less than the Borrowing Base of the Note Receivable secured by the Purchaser Mortgage, insuring Borrower's and its successors' and assigns' interest in the Purchaser Mortgage as a perfected, direct, first and exclusive lien on the Timeshare Interest(s) encumbered thereby, subject only to the Permitted Encumbrances, issued by Title Insurer and in form and substance attached hereto as Exhibits D-1,  D-2, and D-3 (as to each of the Timeshare Projects, respectively).



Trading With The Enemy Act:  as defined in Section 5.29 hereof.



Trailing Documents Delivery Date: as to a particular Advance, the last Business Day of the first month which occurs no sooner than ninety (90) calendar days following the making of the subject Advance. 



Tranche: Tranche E or Tranche F, as the context requires.



Tranche E: as defined in Section 2.2.1 hereof.    



Tranche F:  as defined in Section 2.2.1 hereof.    



Unit:  a dwelling unit in a Timeshare Project.



Upgradethe process in which (A) an obligor of an Original Note Receivable elects to (i)(a) reconvey the existing Timeshare Interest for new Timeshare Interest (such new Timeshare Interest having a greater dollar value than the existing Timeshare Interest) and (b) cancel the Original Note Receivable in exchange for an Upgrade Note Receivable secured by such new Timeshare Interest or (ii)(a) acquires additional Timeshare Interest and (b) cancels the Original Note Receivable in exchange for an Upgrade Note Receivable secured by the existing Timeshare Interest and the additional Timeshare Interest or (B) an owner of existing Timeshare Interest that is fully paid elects to (i) reconvey such Timeshare Interest for a new Timeshare Interest (such new Timeshare Interest having a greater dollar value than the existing Timeshare Interest) or (ii) acquires additional Timeshare Interest.



Upgrade Note Receivable: the new Note Receivable originated by the Borrower in connection with an Upgrade.



Vacation Club:  defined in the Background Statements.



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Vacation Club Management Agreement:  the management agreement from time to time entered into between the Vacation Club Trustee and the Vacation Club Manager for the management of the Vacation Club.



Vacation Club Manager:  Bluegreen Resorts Management, Inc., a Delaware corporation, and such other Person from time to time employed by the Vacation Club Trustee to manage the Vacation Club.



Vacation Club Trust:  the trust established pursuant to the Vacation Club Trust Agreement and in accordance with F.S. Ch. 721 (the Florida Vacation Plans and Timesharing Act).



Vacation Club Trust Agreement:  means, collectively, that certain Bluegreen Vacation Club Amended and Restated Trust Agreement, dated as of May 18, 1994, by and among Bluegreen Vacations Unlimited, Inc., the Vacation Club Trustee, Bluegreen Resorts Management, Inc. and Bluegreen Vacation Club, Inc., as amended, restated or otherwise modified from time to time, together with all other agreements, documents and instruments governing the operation of the Vacation Club.



Vacation Club Trustee:  Vacation Trust, Inc., a Florida corporation, in its capacity as trustee under the Vacation Club Trust Agreement, and its permitted successors and assigns.



Vacation Points:  the value placed upon a nightly or weekly occupancy of a timeshare unit pursuant to the terms of the Purchase Contract, which value may be set forth within the Demand Balancing Standard (as defined in the Vacation Club Trust Agreement).



Ward Financial:  Ward Financial Company, a Pennsylvania corporation.



1.2Other Definitional Provisions



Capitalized terms used in this Agreement or in any Loan Document which are defined herein shall have the meanings set forth herein.  Capitalized terms defined in the Preliminary Statements or elsewhere in this Agreement shall have the meanings assigned to them at the place first defined.  As used herein, the term this Agreement shall include all exhibits, schedules and addenda attached hereto, all of which shall be deemed incorporated herein and made a part hereof.  The definitions include the singular and plural forms of the terms defined.  Any defined term which relates to a document, instrument or agreement shall include within its definition any amendments, modifications, supplements, renewals, restatements, extensions, or substitutions which may have been heretofore or may be hereafter executed in accordance with the terms hereof and thereof.  Unless otherwise specified, references to particular section numbers shall mean the respective sections of this Agreement.

Accounting terms not defined herein will have the respective meanings given to them under GAAP.  To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under GAAP, the definitions contained herein will control. The words

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hereof,  herein and hereunder and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement.  In this Agreement in the computation of periods of time from a specified date to a later specified date, the word from means from and including and the words to and until each means to but excluding, and reference to a numbered or lettered subdivision of an Article, section or paragraph shall include relevant matter within the Article, section or paragraph which is applicable to but not within such numbered or lettered subdivision.  Whenever the words including,  include, or includes are used in the Loan Documents, they shall be interpreted in a non-exclusive manner as though the words, without limitation, immediately followed the same.



2.LOAN COMMITMENT; USE OF PROCEEDS

2.1Loan Commitment.



(a)Determination of Advance Amounts.  Lender hereby agrees, if Borrower has Performed all of the Obligations then due, to make Advances to Borrower in accordance with the terms and conditions of this Agreement for the purposes specified in Section 2.3.  The maximum amount of an Advance shall be equal to (a) the aggregate Borrowing Base for all Eligible Notes Receivable less (b) the then unpaid principal balance of the Loan; provided, however, at no time shall the unpaid principal balance of the Loan exceed the Maximum Loan Amount, and further provided that at no time shall the combined unpaid principal balance of the Loan and the Inventory Loan exceed the Maximum Combined Loan Amount.  Furthermore, Lender hereby agrees, if Borrower has Performed all the Obligations then due, to make Availability Advances to Borrower in accordance with the terms and conditions of this Agreement for the purposes specified in Section 2.3.  The maximum amount of any Availability Advance shall be equal to (a) eighty-five percent (85%) of the then‑outstanding principal balance of all Eligible Notes Receivable pledged to Lender less (b) the unpaid principal balance of the Loan; provided, however, that at no time shall the unpaid principal balance of the Loan exceed the Maximum Loan Amount and further provided that at no time shall the combined unpaid principal balance of the Loan and the Inventory Loan exceed the Maximum Combined Loan Amount.  In addition to satisfying all of the conditions precedent to the making of an Advance, as a condition of an Availability Advance, Borrower shall deliver to Lender a Request for Availability Advance substantially in the form and substance of Exhibit U attached hereto, together with such other items which are reasonably necessary to determine satisfaction of the conditions precedent thereto. 



(b)Revolving Nature of Loan.  The Loan is a revolving line of credit; however, all Advances shall be viewed as a single loan.  Borrower shall not be entitled to obtain Advances after the expiration of the Borrowing Term unless Lender, in its discretion, agrees in writing with Borrower to make Advances thereafter on terms and conditions satisfactory to Lender.



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2.2Continuation of Obligations Throughout Term.  This Agreement and Borrower's liability for Performance of the Obligations shall continue until the end of the Term.



2.2.1 Other Conditions.  Notwithstanding any provision in this Agreement to the contrary and subject to the conditions to making Advances set forth in this Agreement, Lender hereby agrees to advance to Borrower total Loan proceeds not to exceed an outstanding principal balance equivalent to the Maximum Loan Amount.  Tranche E (“Tranche E”) (i) constitutes a portion of the Loan, (ii) constitutes all Advances (including Availability Advances) of the Loan made prior to the Effective Date that have not yet been repaid (other than those subject to the 9/16 Letter Agreement and the 4/17 Letter Agreement) and (iii) is referred to in Lender’s internal records at “Note 9008”.  Tranche F (“Tranche F”) (i) constitutes a portion of the Loan, (ii) constitutes all Advances (including Availability Advances) subject to the 9/16 Letter Agreement and the 4/17 Letter Agreement, and all revolving Advances made on or after the Effective Date and (iii) is referred to in Lender’s internal records at “Note 9009”.  Each of Tranche E and Tranche F (i) are evidenced by the Note and (ii) constitute a single loan.  Tranche E does not revolve.  Tranche F is a revolving line of credit loan facility and as the unpaid principal balance of Tranche E and Tranche F reduces, such reduction shall enable Borrower to obtain revolving Advances under Tranche F within the Borrowing Term, subject to all conditions precedent to the making of such Advance and to the further condition that the outstanding principal balance of the Loan not exceed the Maximum Loan Amount and the combined unpaid principal balance of the Loan and the Inventory Loan not exceed the Maximum Combined Loan Amount.  Advances of Tranche F shall be made subject to the terms and conditions set forth herein governing Advances (including Section 4.2 hereof), together with the following additional conditions: 



(i) In the event the unpaid principal balance of the Loan exceeds the Maximum Loan Amount or the combined unpaid principal balance of the Loan and the Inventory Loan exceeds the Maximum Combined Loan Amount, Borrower shall, within five (5) Business Days following written demand, make payment to Lender in the amount of such excess. 

(ii) Tranche F Advances shall be made in amounts of not less than $500,000 each (with the exception of the final Advance of Tranche F which may be in an amount less than $500,000) and shall be made no more frequently than once per calendar month.

In addition to the foregoing, Availability Advances shall be made in amounts of not less than $250,000 each and shall be made no more frequently than once per calendar month, based upon the Borrowing Base calculation as of the end of the immediately preceding calendar month.

2.3Use of Advance.  Borrower will use the proceeds of the Loan only for working capital, sales, marketing and other proper business purposes as it shall determine.



2.3.1Aggregation for Purpose of Determining Shortfall.Tranche E and Tranche F shall be deemed one

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single loan and the Borrowing Base for each of Tranche E and Tranche F shall be aggregated for purposes of determining the existence of a Borrowing Base Shortfall.  In addition, since all Tranches (inclusive of those tranches in existence under the First A&R Loan Agreement) constitute one loan, all Notes Receivable pledged to Lender in connection with an advance under any such Tranche (inclusive of those tranches in existence under the First A&R Loan Agreement) shall secure the prompt payment and performance of amounts due and owing under all such Tranches.



2.3.2Cross-Collateralization.The Loan, and the Obligations hereunder and under any Loan Documents, shall (in addition to the Collateral) be further secured and cross‑collateralized by any properties, interests or assets of Borrower, real, personal or mixed, tangible or intangible, in which Lender is granted lien or mortgage rights or security interests at any time under the Inventory Loan Documents or with respect to the Inventory Loan (such properties, interests or assets in which Lender may hold lien rights or security interests from time to time are called the Additional Collateral).  For value received, Borrower hereby grants to Lender a security interest in and to the Additional Collateral as security for the payment and performance of the Obligations; and Borrower agrees to deliver to Lender financing statements and other documents as may be required by Lender from time to time to further evidence and perfect Lender's liens and security interests in the Additional Collateral.  However, at such time as the Inventory Loan has been paid in full and the borrowing term thereunder has expired and provided that there does not then exist an Event of Default or Incipient Default that matures into an Event of Default, the Additional Collateral shall no longer constitute security for the Loan or the Obligations under any of the Loan Documents and Lender shall promptly execute reasonable documents to evidence such release of the Additional Collateral, which, if necessary, shall be recorded or filed at the sole cost and expense of Borrower. 



2.3.3Revolving Facility.  To the extent that any of the Loan Documents provide that the Loan is a non-revolving loan facility, such Loan Documents are hereby amended to provide that the Loan is a revolving loan facility pursuant to the provisions of this Agreement. 



2.4Repayment of Loan.  The Loan shall be evidenced by the Note and shall be repaid in immediately available funds according to the terms of the Note and this Agreement.



2.5Interest.  Except as otherwise provided in the Note or this Agreement, interest (Basic Interest) shall accrue on the unpaid principal balance of the Loan from time to time outstanding at the Basic Interest Rate.  Basic Interest is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days during the calendar month that the principal balance is outstanding.  Interest shall accrue on funds as of the date Lender wires such funds to Borrower or to any escrow agent handling disbursement of an Advance.  Payments of principal and any other amounts due and payable under the Loan Documents (other than Basic Interest) shall accrue interest at the Default Rate after the occurrence and continuation of an Event of Default.  Borrower acknowledges and agrees that the Default Rate is reasonable in light of the increased risk of collection after the occurrence and continuation of an Event of Default. 

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2.6Payments



(a)All payments of principal, interest and fees on the Loan shall be made to Lender by federal funds wire transfer as instructed by Lender in immediately available funds.  If any payment of principal, interest or fees to be made by Borrower becomes due on a day other than a Business Day, such payment will be due on the next succeeding Business Day and such extension of time will be included in computing any interest with respect to such payment.



(b)If any installment of interest and/or the payment of principal is not received by Lender within 10 days after the due date thereof, then in addition to the remedies conferred upon Lender pursuant to Section 7.2 hereof and the other Loan Documents, Lender may elect to assess a late charge of 5% of the amount of the installment due and unpaid, which late charge will be added to the delinquent amount to compensate Lender for the expense of handling the delinquency; provided, however, no late charge shall be imposed upon a payment to repay the Loan upon the Maturity Date or upon acceleration of the Loan.  Borrower and Lender agree that such late charge represents a good faith and fair and reasonable estimate of the probable cost to Lender of such delinquency.  Borrower acknowledges that during the time that any such amount is in default, Lender will incur losses which are impracticable, costly and inconvenient to ascertain and that such late charge represents a reasonable sum considering all of the circumstances existing on the date of the execution of this Agreement and represents a reasonable estimate of the losses Lender will incur by reason of late payment.  Borrower further agrees that proof of actual losses would be costly, inconvenient, impracticable and extremely difficult to fix.  Acceptance of such late charge will not constitute a waiver of the default with respect to the overdue installment, and will not prevent Lender from exercising any of the other rights and remedies available hereunder. 



2.7Minimum Required Payments.



(a)Periodic Loan Payments.  All payments (i.e., principal, interest, late charges and fees) made on account of Notes Receivable pledged to Lender shall be paid to Lender.  On each Business Day, until the Maturity Date or the date on which the Loan is paid in full, whichever date first occurs, Borrower will pay or cause to be paid to Lender (through Lender's lockbox account in Lender’s name maintained under the Lockbox Agreement) 100% of all proceeds (except servicing fee payments and those payments described in Section 3.2(a)(ii)) of the Receivables Collateral (including all ACH (i.e., automated clearinghouse system) payments and checks) then collected under the Notes Receivable which constitute part of the Receivables CollateralSuch proceeds shall be applied by Lender against the unpaid principal balance of the Loan on Wednesday of each week and on the last day of each calendar month, or if not a Business Day, on the next succeeding Business Day.    Regardless of whether the proceeds of the Receivables Collateral are sufficient for that purpose, (i) interest on the principal balance of the Loan from time to time outstanding and accruing during a particular calendar month shall be due and payable in arrears on the 10th day of the next succeeding calendar month and (ii) the Loan shall be due and payable in full on the Maturity Date.



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(b)Maximum Permitted Outstanding Principal Balance.    In no event shall the unpaid principal balance of the Loan exceed the following amounts as of the following required payment dates (each a Required Payment Date).  Borrower shall make any necessary principal payments to Lender, on or before the applicable Required Payment Date, in order to reduce the unpaid principal balance to the required amount (the Maximum Permitted Outstanding Principal Balance), in the event collections from the Receivables Collateral (inclusive of those collections that are to be applied against the unpaid principal balance of the Loan on the last day of each calendar month pursuant to Section 2.7(a) hereof) have not been sufficient to reduce the maximum outstanding principal balance of the Loan to the Maximum Permitted Outstanding Principal Balance prior to or on the applicable Required Payment Date.  Upon the expiration of the Borrowing Term, the principal balance of the Loan (inclusive of all unpaid Tranches) shall be calculated for purposes of calculating the Maximum Permitted Outstanding Principal Balance.  Subsequent to the expiration of the Borrowing Term, the Maximum Permitted Outstanding Principal Balance on each Required Payment Date shall equal the respective percentages set forth below of the outstanding principal balance of the Loan (inclusive of all unpaid Tranches) at the expiration of the Borrowing Term. 





 

 

Required Payment Date

Maximum Permitted Outstanding

Principal Balance 

(as a percentage of the outstanding principal balance of the Loan at the expiration of the Borrowing Term)

12 months following expiration of the Borrowing Term

85%

24 months following expiration of the Borrowing Term

70%

36 months following expiration of the Borrowing Term

55%

48 months following expiration of the Borrowing Term

45%

Maturity Date

0%



(c)Borrowing Base Maintenance.  If there exists a Borrowing Base Shortfall during any calendar month for any reason including by reason of the fact that a particular Note Receivable is no longer an Eligible Note Receivable, then within twenty (20) days after the date of the Borrowing Base Certificate delivered to Lender pursuant to Section 6.1(d)(v) showing such Borrowing Base Shortfall, Borrower will at its sole option either (a) make to Lender a principal payment in an amount equal to the Borrowing Base Shortfall plus accrued and unpaid interest on such principal payment or (b) deliver to Lender one or

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more Eligible Notes Receivable having an aggregate Borrowing Base not less than the Borrowing Base Shortfall; provided, however, such Eligible Notes Receivable may have an aggregate Borrowing Base less than the Borrowing Base Shortfall so long as Borrower simultaneously pays to lender the difference in cash.  Simultaneously with the delivery of Eligible Notes Receivable to correct a Borrowing Base Shortfall, Borrower will deliver to Lender all of the items (except for a Request for Loan Advance) required to be delivered by Borrower to Lender pursuant to Section 4.2, together with a Borrower's Certificate in form and substance identical to Exhibit E.  Lender will reassign and endorse to Borrower, without recourse or warranty of any kind, an ineligible Note Receivable if:  (a) no Event of Default or Incipient Default exists; (b) Borrower has made all principal payments and Performed all replacement obligations as required above in connection with the Borrowing Base Shortfall and as a result there is no Borrowing Base Shortfall; and (c) Borrower has requested Lender in writing to release the ineligible Note Receivable.  Borrower will prepare the reassignment document which shall be in form and substance substantially identical to Exhibits F-1,  F-2, or F-3 (attached hereto), as to each of the Timeshare Projects, respectively, and will deliver it to Lender for execution. Lender will send or cause to be sent to Borrower the reassignment document and the Note Receivable being reassigned within a reasonable time (not to exceed 20 days) after satisfaction of the conditions precedent specified above.



In addition to, and not in limitation of the foregoing, and upon the request of Borrower from time to time otherwise during the Term, but no more frequently than once per calendar month, Lender will reassign and endorse to Borrower, without recourse or warranty of any kind, an ineligible Note Receivable if:  (a) no Event of Default or Incipient Default exists; (b)  there is no Borrowing Base Shortfall; and (c) Borrower has requested Lender in writing to release such ineligible Note Receivable.  Borrower will prepare the related reassignment document which shall be in form and substance substantially identical to Exhibits F-1,  F-2, or F-3 (attached hereto), as to each of the Timeshare Projects, respectively, and will deliver it to Lender for execution.  Lender will send or cause to be sent to Borrower the reassignment document and the Note Receivable being reassigned within a reasonable time (not to exceed 20 days) after satisfaction of the conditions precedent specified above.



2.8Prepayment.



(a)Prohibitions on Prepayment; Prepayment Premium.  Without the prior written consent of Lender, Borrower shall not be entitled to prepay the Loan except in accordance with the terms of this Agreement.  Borrower shall have the option to prepay the Loan in full, or in part, on the condition that Lender has received not less than 30 days prior written notice of such prepayment and that Borrower makes the simultaneous payment of a prepayment premium (the Prepayment Premium) equal to the following percentage of that portion of the principal balance of the Loan being prepaid:



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Period

Prepayment Premium

Prior to the expiration of the Borrowing Term

5%

1 – 12 months after the expiration of the Borrowing Term

3%

13 – 24 months after the expiration of the Borrowing Term

2%

25 – 36 months after the expiration of the Borrowing Term

1%

37 months or more after the expiration of the Borrowing Term

0%



In the event that Borrower prepays the Loan in full with the proceeds of a  Securitization, the Inventory Loan must also be prepaid in full within 120 days following such prepayment unless the Loan balance equals or exceeds $2,500,000 on the day which occurs 120 days following such prepayment.  In the event that Borrower prepays the Loan in full with cash derived from sources other than a Securitization, the Inventory Loan must also be prepaid in full concurrently with the prepayment in full of the Loan.  



In the event (i) Lender releases a Note Receivable from its lien on the expectation that such Note Receivable will be part of a contemplated Securitization and (ii) such Note Receivable is ultimately not included in such Securitization, Lender shall have the exclusive right (to the exclusion of other third-party lenders) to finance such Note Receivable in the event Borrower desires to hypothecate the same in exchange for a loan advance.  Borrower shall not hypothecate such Note Receivable to another lender unless and until Borrower has requested, in writing, an Advance from Lender against such Note Receivables (specifically identifying such Note Receivables as one which qualifies for the exclusivity in favor of Lender, as described in this section) and Lender does not make such an Advance within 30 days after Borrower has satisfied all conditions precedent to the making of such Advance. 



No prepayment shall relieve the Borrower of its obligation to make regularly scheduled payments of principal and interest as required under this Agreement.



In addition, in the event of (i) a partial prepayment of the Loan subject to the terms and conditions set forth in this Section 2.8(a), or (ii) a prepayment in full subject to the terms and conditions set forth in this  Section 2.8(a) or other repayment in full of the Loan and termination of this Agreement and the other Loan Documents, Lender shall release its security interest and reassign and endorse to Borrower, without recourse or warranty of any kind,  such Notes Receivable, Purchaser Mortgages and other related Collateral collaterally assigned to Lender under this Agreement or the other Loan Documents, provided that, if such prepayment is a partial prepayment of the Loan permitted under this Section 2.8(a) of this Agreement, Lender and Borrower shall mutually agree as to the collateral pool to be released, so that (i) the quality and nature of the Notes Receivable, Purchaser Mortgages and other related Collateral from a credit underwriting standard after such release is materially consistent (other than seasoning) with the quality and nature of the Notes Receivable, Purchaser Mortgages and other related Collateral from the credit underwriting standard that existed immediately prior to such partial prepayment and release, (ii) there is no Borrowing Base Shortfall, and (iii) no Incipient Default or Event of Default will result from such release.  All releases by Lender to Borrower shall be (a) in form reasonably satisfactory to Lender, and (b) at the Borrower’s cost and expense.  Borrower will prepare the related reassignment and

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release documents and will deliver them to Lender for execution. Lender will send or cause to be sent to Borrower the reassignment and related release documents and the Notes Receivable being reassigned within a reasonable time (not to exceed 20 days) after satisfaction of the conditions precedent specified above. 



(b)Exceptions to Prepayment Prohibitions.  Notwithstanding anything in Section 2.8(a) to the contrary, the following prepayments shall not require the payment of the Prepayment Premium:  (i) principal payments scheduled under the Note including those payments required pursuant to Section 2.7; (ii) prepayments of the Loan resulting from prepayments of the Collateral by Purchasers which have not been solicited by Borrower in breach of the terms and conditions of Section 6.2(e); or (iii) prepayments resulting from the acceleration of the Loan under the Loan Documents.  Any such prepayment shall not relieve Borrower of its obligation to make all regularly scheduled payments due under the Loan Documents. 



(c)Prepayment Premium Payable for Involuntary Prepayments.  The Prepayment Premium shall be payable if the prepayment of the Loan is voluntary but shall not be required because repayment of the Loan has been accelerated pursuant to any of Lender's rights under the Loan Documents (including any right to accelerate following casualty or condemnation or when an Event of Default exists).



(d)Refund of Prepayment Premium in Connection with Securitization.  If (i) Borrower conducts a Securitization of its Notes Receivable, and some or all of the proceeds of such Securitization are used to make a prepayment, whether in full, or in part, of the Loan (each such instance a Securitization Prepayment) and (ii) the Borrower obtains aggregate Advances under the Loan of $15,000,000 or more within twelve (12) months after the date of the applicable Securitization Prepayment, then the amount of the Prepayment Premium actually received by Lender in connection with such Securitization Prepayment shall be refunded to Borrower within thirty (30) days after Lender's receipt of written notice from Borrower together with documentation reasonably acceptable to Lender demonstrating that Borrower is eligible for a refund of the applicable Prepayment Premium under this Section 2.8(d). Notwithstanding the foregoing, if at any time there exists a current Event of Default, Incipient Default, and/or Borrowing Base Shortfall, Lender shall have no obligation to refund a Securitization Prepayment to Borrower until such Event of Default, Incipient Default, and/or Borrowing Base Shortfall is cured and is no longer continuing.



2.9Loan Fees.



(a)Loan Fee Due On First Advance.  A fee equal to $37,500 has previously been paid to Lender by Borrower (the Loan Fee – First Increase)  in connection with the Advance made by Lender to Borrower on May 16, 2017 under the 4/17 Letter Agreement. Borrower confirms that the Loan Fee – First Increase has been fully earned.  



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(b)Loan Fee Due On Subsequent Increases.  A fee equal to three quarters of one percent (0.75%) of the amount of each Subsequent Increase shall be paid to Lender by Borrower (cumulatively, the Loan Fee – Subsequent Increase, and collectively with the Loan Fee – First Increase, the Loan Fee) concurrently with the first Advance after each Subsequent Increase and which may be withheld from the proceeds of such Advance; provided, however, that in no event shall the total Loan Fee – Subsequent Increase exceed $37,500.  Each Loan Fee – Subsequent Increase will be deemed fully earned as of the date of such first Advance, after the applicable Subsequent Increase, under this Agreement in consideration for Lender's agreement to fund Advances in accordance with the terms of this Agreement. 



(c)Loan Fee Non-Refundable.  Regardless of whether Borrower repays or is required to repay the Loan prior to the end of the Maturity Date, Borrower will not be entitled to any refund of all or any portion of the Loan Fee.  



2.10Application of Proceeds of Collateral and Payments.  Notwithstanding anything in the Loan Documents to the contrary, the amount of all payments or amounts received by Lender with respect to the Loan (other than those payments described in Section 3.2(a)(ii)) shall be applied in the following order of priority:  (a) to any past due payments of interest on the Loan and to accrued interest on the Loan through the date of such payment, including any interest at the Default Rate; (b) to any late fees, examination fees and expenses, collection fees and expenses and any other fees and expenses due to Lender in its capacity as Lockbox Agent or otherwise under the Loan Documents in connection with the Loan; (c) to the unpaid principal balance of Tranche E until the Tranche E principal balance is reduced to zero; and (d) to the unpaid principal balance of Tranche F until the Tranche F principal balance is reduced to zero.  In calculating interest and applying payments as set forth above:  (i) interest on the Loan shall be calculated and collected through the date payment is actually received by Lender; (ii) interest on the outstanding balance of the Loan shall be charged during any grace period permitted under the Loan Documents; (iii) at the end of each month, at the reasonable discretion of Lender, all past due interest and other past due charges provided for under the Loan Documents with respect to the Loan shall be added to the principal balance of the Loan; and (iv) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower's benefit that is subsequently invalidated, set aside or required to be repaid to any other Person, then, to such extent, the Obligations in connection with the Loan shall be revived and continue as if such payment or proceeds had not been received by Lender and Lender may adjust the Loan balance as Lender, in its discretion, deems appropriate as indicated under the circumstances.  The provisions of this Section 2.10 are also subject to the parties' rights and obligations under the Loan Documents as to the application of proceeds of the Collateral following an Event of Default.



2.11Borrower's Unconditional Obligation to Make Payments.  Whether or not the proceeds from the Receivables Collateral shall be sufficient for that purpose, Borrower will pay when due all payments required to be made pursuant to any of the Loan Documents, Borrower's obligation to make such payments being absolute and unconditional. 

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2.12Non-Use Fee.  If during any calendar month between the period beginning one year after the Effective Date and ending on the last day of the calendar month in which the Borrowing Term expires, the highest combined unpaid principal balance of the Loan and the Inventory Loan during such calendar month is at any time less than $30,000,000, then within five Business Days following the end of any such calendar month, Borrower shall pay to Lender a non-use fee (the Non-Use Fee) of one-half percent (.5%) per annum on the difference between $30,000,000 and the largest combined unpaid principal balance during such calendar month then ended under the Loan and the Inventory Loan.  However, in the event the combined unpaid principal balance of this Loan and the Inventory Loan is equal to or greater than $30,000,000 during such calendar month, then no Non‑Use Fee shall be due and payable (the foregoing covenant, the Non-Use Fee Covenant).  The Non-Use Fee under this Agreement is the same Non-Use Fee payable under the Inventory Loan Agreement and only one Non-Use Fee is payable.  Notwithstanding the foregoing, in the event Borrower prepays the Loan, in full or in part, from the proceeds of a Securitization, the Non-Use Fee Covenant will be suspended from the period commencing on the calendar month in which such prepayment occurs and ending on the calendar month 12 months thereafter.  After the expiration of such 12-month period, the Non-Use Fee Covenant shall resume.



3.SECURITY



3.1Grant of Security Interest in Receivables Collateral



(a) Grant.  To secure the payment and Performance of all of the Obligations, Borrower hereby grants to Lender a security interest in and collaterally assigns to Lender the Receivables Collateral.  Such security interest shall be absolute, continuing, perfected, direct, first, exclusive and applicable to all existing and future Receivables Collateral, and shall secure all the Advances and all of the Obligations.  To further secure the payment and Performance of the Obligations, Borrower hereby grants to Lender a security interest in the Borrower Bank Accounts.  IT IS THE EXPRESS INTENT OF BORROWER THAT ALL OF THE COLLATERAL SHALL SECURE ONLY OBLIGATIONS UNDER THE LOAN DOCUMENTS AND, AS SET FORTH IN THE INVENTORY LOAN AGREEMENT, BORROWER’S OBLIGATIONS UNDER THE INVENTORY LOAN DOCUMENTSAll liens and security interests shall be first priority liens and security interests.  Borrower and Lender hereby agree that this Agreement shall be deemed to be a security agreement under the Uniform Commercial Codes of the State of Arizona, the State of Delaware and the State of Missouri.  Accordingly, in addition to any other rights and remedies available to Lender hereunder, Lender shall have all the rights of a secured party under the Arizona, Delaware and Missouri Uniform Commercial Codes.



(b)Assigned Notes Receivable.  Borrower will collaterally assign, endorse to Lender, with full recourse, and deliver to Lender or, at Lender's request, to Lender's Custodial Agent all Notes Receivable which are part of the Receivables Collateral. A copy of each Purchase Contract for each Note Receivable pledged to Lender and all

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security agreements and the documents collateral thereto shall be assigned to Lender and delivered to Lender or, at Lender's request, to its Custodial Agent.  Borrower further warrants and guarantees the enforceability of the Receivables Collateral.  Lender is hereby appointed Borrower's attorney-in-fact to take any and all actions in Borrower's name and/or on Borrower's behalf deemed necessary or appropriate by Lender with respect to the remittance of payments (including the endorsement of payment items) received on account of the Receivables Collateral.  Borrower authorizes Lender to file a UCC‑1 Financing Statement in the form attached to a pre-approved pre-filing authorization letter and confirms Lender's authority to pre‑file the UCC‑1 Financing Statement as of the date of the pre‑filing authorization letter.



3.2Lockbox Collections and Servicing; Reconciliation Reports



(a)Collections



(i)Lockbox Agent shall deposit payments on the Notes Receivable constituting part of the Receivables Collateral and remit those collected payments to Lender on each Business Day according to the terms of the Lockbox Agreement, at Borrower's sole cost and expense.  Lender shall apply such payments against the Loan on Wednesday of each week and on the last day of each calendar month, or if not a Business Day, on the next succeeding Business Day.  Payments shall not be deemed received by Lender until Lender actually receives such payments from Lockbox Agent.  Servicing Agent shall perform the monthly reporting services required by Lender with regard to the Receivables Collateral as set forth in the Servicing Agreement, all at Borrower's sole cost and expense.



(ii)In the event that the collections received by Lender include payments for items other than principal and interest payable under the Notes Receivable assigned to Lender (e.g., tax and insurance impounds, maintenance and other assessment payments, late charges, NSF or returned check charges, etc.), Lender shall remit such other payments back to Borrower no more frequently than once per calendar month provided that (i) no Event of Default or Incipient Default exists, (ii) Borrower requests in writing that Lender remit such other payments back to Borrower, (iii) Borrower specifically identifies (inclusive of the amount of) such other payments, (iv) Borrower provides Lender with back-up to support the claim that such payments should not be part of the proceeds of Collateral, and (v) if such amount is actually remitted to Borrower, then Lender may adjust the Loan balance to reflect such remittance.



(b)Reports.  Lender may, upon written notice to Borrower and Servicing Agent, request a written reconciliation from Borrower and Servicing Agent reconciling the difference between the payments actually received by Lockbox Agent during the subject month and the payments stated in the servicing report to have been made by the Purchasers under Notes Receivable assigned to Lender.  Borrower shall provide and shall cause Servicing Agent to provide Lender with such servicing report within 10 Business Days of Borrower's receipt of Lender's request.  To the extent that Lender is not satisfied, in its sole and absolute discretion, with said servicing report, then upon written notice to Borrower, Borrower shall pay to

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Lender within 5 Business Days of such notice the amount by which the payments stated in the servicing reports to have been made by the Purchasers under the Notes Receivable assigned to Lender exceed the payments actually received by Lockbox Agent during the subject month, which difference is not reconciled to Lender's reasonable satisfaction. 



(c)Notice to Purchasers.



(i)Each Purchaser under a Note Receivable assigned to Lender shall be directed by Borrower or Servicing Agent to make all payments on account of such Note Receivable (A) by automatic debit to such Purchaser's bank account, to be initiated by and to be paid to Lockbox Agent; or (B) by check payable to the order of Borrower and mailed to the Lockbox Agent at the address specified in the Lockbox Agreement;



(ii)In addition, upon the occurrence and continuance of an Event of Default, Borrower hereby grants to Lender a power of attorney, by and on behalf of Borrower and in the name of Borrower and at Borrower's cost, to give notice in writing or otherwise, in such form or manner as Lender may deem advisable in its sole discretion, to each Purchaser of such assignment in favor of Lender with direction to make all payments on account of such Purchaser's Note Receivable in accordance with such instructions as Lender may deem advisable in its sole discretion.  This power of attorney is coupled with an interest and is irrevocable.



(iii)Borrower authorizes Servicing Agent (but Servicing Agent shall not be obligated) to communicate at any time and from time to time with any Purchaser or any other Person primarily or secondarily liable under a Note Receivable assigned to Lender with regard to the lien of Lender thereon and any other matter relating thereto and to request from such Purchaser or other Person any information related thereto.



3.3Custodial Agent; Backup Servicing Agent.  The Custodial Agent shall act as Lender's exclusive agent to maintain custody of the Notes Receivable and other Receivables Collateral and to assist in the perfection of Lender's liens in the Notes Receivable and other Receivables Collateral.  Borrower agrees not to interfere with the Custodian's performance of its duties under the Custodial Agreement or to take any action that would be inconsistent in any way with the terms of the Custodial Agreement.  Any custodial fees, if any, and the costs and expenses of the Custodial Agent shall be paid by Borrower.  Borrower shall cause Servicing Agent to engage the Backup Servicing Agent as a condition of the closing of the transaction contemplated hereby.  Any backup servicing fees and the costs and expenses of the Backup Servicing Agent shall be paid by Borrower.



3.4Replacement of Agents.  Lender shall have the right at such times as are provided in the applicable agreement, upon written notice to Borrower, (i) to transfer the servicing of the Notes Receivable to the Backup Servicing Agent or to an alternate Qualified Servicing Agent in accordance with the terms of the Servicing Agreement and/or (ii) to transfer the custodial activities in connection with Notes Receivable to an alternate qualified Custodial Agent in accordance with the terms of the Custodial Agreement and/or (iii) to

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transfer the backup servicing of the Notes Receivable to an alternate qualified Backup Servicing Agent in accordance with the terms of the Backup Servicing Agreement.  The custodial fees, servicing fees, lockbox fees and the costs and expenses of the Servicing Agent, Backup Servicing Agent, Lockbox Agent and Custodial Agent shall be timely paid by Borrower.  The determination of a successor to the then existing Custodial Agent, the then existing Backup Servicing Agent and the existing Servicing Agent shall be made by the mutual agreement of the Lender and the Borrower unless there then exists an Event of Default or, in connection with the appointment of a successor to Bluegreen as the Servicing Agent, unless there has occurred a Termination Event (as defined in the Servicing Agreement).  For purposes of this Section 3.4, a Qualified Servicing Agent shall mean a nationally recognized and licensed servicer of timeshare loan receivables that (a) is actively servicing a portfolio of timeshare loans with an aggregate principal balance of not less than $200,000,000, (b) has servicing and collection capabilities for all categories of delinquent and defaulted timeshare loans (including through foreclosure) and (c) is not the Lender or an Affiliate of the Lender.



3.5Maintenance of Security.  Borrower will deliver or cause to be delivered to Lender and/or the Custodial Agent and will maintain or cause to be maintained in full force and effect throughout the Term (except as otherwise expressly provided in such Loan Document), as security for the Performance of the Obligations, the Security Documents and all other security required to be given to Lender pursuant to the terms of this Agreement.



3.6Liability of Guarantor.  The payment and Performance of the Obligations shall be jointly, severally, primarily and unconditionally guaranteed by Guarantor as set forth in the Guaranty.



4.CONDITIONS PRECEDENT TO ADVANCE; METHOD OF DISBURSEMENT



4.1Closing Conditions.  The obligation of Lender to consummate the transaction contemplated by this Agreement is subject to the fulfillment or waiver of each of the following conditions to the satisfaction of Lender, in the exercise of its sole discretion:



(a)Loan Documents.  Borrower shall have delivered to Lender the Loan Documents, duly executed, delivered and in form and substance satisfactory to Lender.



(b)Opinions.  Borrower shall have delivered to Lender a favorable opinion or opinions from independent counsel for Borrower and Guarantor (including Missouri local counsel) with respect to matters reasonably requested by Lender.



(c)Organizational Documents.  Borrower shall have delivered to Lender (i) updates (from the forms previously delivered) of the

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Articles of Organization of Borrower, each Timeshare Association, Guarantor and (if any) other sureties for the Obligations and, if applicable, their respective managers, members and partners, to the extent any such entity is not a natural person; (ii) the Resolutions of Borrower, Guarantor and (if any) other sureties for the Obligations and, if applicable, their respective managers, members and partners, to the extent any such entity is not a natural person, authorizing the execution and delivery of the Loan Documents, the transactions contemplated thereby and such other matters as Lender may require; and (iii) a certificate of good standing for Borrower, each Timeshare Association, Guarantor and (if any) other sureties for the Performance of the Obligations and, if applicable, their respective managers, members and partners, to the extent any such entity is not a natural person, from the state of its organization and from the states of, as applicable, Florida and Missouri.



(d)Credit Reports; Search Reports.  Lender shall have received, in form and substance satisfactory to Lender, the results of UCC searches with respect to Borrower, each Timeshare Association, and the Guarantor, and lien, litigation, judgment and bankruptcy searches for Borrower, Guarantor, and each Timeshare Association, conducted in such jurisdictions and for such other entities as Lender deems appropriate in order to verify, among other things, that (i) Lender has a first priority perfected lien on and security interest in all of the Collateral, (ii) there are no judgments, tax liens or bankruptcy filings affecting the Borrower, the Guarantor or any Timeshare Project, and (iii) there is no material litigation outstanding affecting Borrower or the Guarantor (other than as disclosed in the Guarantor's public filings made with the United States Securities and Exchange Commission).



(e)Timeshare Project Due Diligence.  Borrower shall deliver to Lender the following due diligence items at least 15 days before the Effective Date (unless otherwise waived by the Lender in writing), all of which must be satisfactory in form and substance to Lender in its sole and absolute discretion:



(i)Taxes and Assessments.  Copies of the most recent tax bills for each Timeshare Project and evidence satisfactory to Lender that all taxes and assessments on each Timeshare Project have been paid. 



(ii)Insurance.  A mortgagee/loss payee/additional insured endorsement to each Insurance Policy or certificate holder designation in favor of Lender or other proof of insurance as evidenced by a certificate of insurance, reasonably acceptable to Lender.  The Lender acknowledges that the certificates of insurance delivered to it prior to or as of the Effective Date are acceptable.



(iii)Checklist Items.  Those documents and items of due diligence listed on the Closing Checklist attached hereto as Exhibit H.



(f)Subordinate Debt.  Borrower shall provide Lender with the terms and conditions of and other details concerning the Indebtedness (if any) which is intended to be the subject matter of the Subordination Agreement. 



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(g)Exchange Affiliation.  Borrower shall provide Lender with evidence that the Vacation Club is affiliated with Resort Condominiums International, LLC, which affiliation encompasses the Timeshare Projects.



(h)Payment of Expenses.  Borrower shall have paid or shall have made arrangements satisfactory to Lender for the payment of all reasonable costs and expenses incurred by Lender in connection with the documentation, negotiation, and closing of the Loan, including any portion of the Loan Fee as may be due on the Effective Date, all reasonable attorneys' fees and expenses and all recording fees, taxes, title premiums, and other expenses associated therewith.



(i)First Right of Refusal.  Lender shall have received satisfactory evidence that any first right of refusal rights held by any other lender of Borrower has been waived with respect to the Loan.



(j)Inventory Loan.  All conditions precedent to the closing of the amendment to the Inventory Loan, as reflected in the Inventory Loan Agreement, shall have been satisfied.



4.2Conditions Precedent and Subsequent to Advance



4.2.1Conditions Precedent.  The following conditions precedent are required to be satisfied before Lender has any obligation to make an Advance.  All items to be delivered to Lender in satisfaction of the following conditions shall be satisfactory in form and substance to Lender in its sole and absolute discretion:



(a)Request for Advance.  At least one Business Day prior to the requested Advance, Borrower shall deliver to Lender a Request for Loan Advance substantially in the form and substance of Exhibit I attached hereto.



(b)Timeshare Documents.  At least ten (10) days prior to the requested Advance, Borrower shall deliver to the Custodial Agent Prefunding Documents for each Note Receivable for which an Advance is being requested.



(c)Receivables Schedules.  At least five (5) Business Days prior to the requested Advance, Borrower will deliver to Lender for each Note Receivable with respect to which Borrower is requesting an Advance, a schedule of the Notes Receivable which shall show, without limitation, the unpaid principal balance of each such Note Receivable, the rate of interest at which such Note Receivable accrues, the FICO Score for the Purchaser under each such Note Receivable, the weighted average FICO Score, the original term of such Note Receivable, and if any installment thereunder is past due, the number of days of such delinquency.  Such schedule shall otherwise be in form and content satisfactory to Lender.



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(d)Promised Improvements.  If requested by Lender, Borrower will provide evidence to Lender that:  (i) all Timeshare Interests which are the subject of the Notes Receivable against which Lender is making Advances have all on-site and off-site improvements thereto that are then required to be completed pursuant to the Timeshare Program Consumer Documents, Timeshare Program Governing Documents and applicable law and necessary and promised utilities are available; (ii) all Units and amenities which are required to be provided to Purchasers obligated on the Notes Receivable with respect to which Borrower is requesting an Advance pursuant to the Timeshare Program Consumer Documents, Timeshare Program Governing Documents and applicable law, have been completed in accordance with all applicable building codes and are fully furnished, necessarily equipped and will be available for use by Purchasers without disturbance or termination of their use rights so long as they are not in default of their obligations under the Notes Receivable; and (iii) all furnishings in the Units and amenities are owned (or will be owned in accordance with applicable Legal Requirements) by an owners' association or associations in which the Purchasers are members, free of charges, liens and security interests other than the Permitted Encumbrances. 



(e)Servicing Agent Confirmation.  If requested by Lender, Borrower will provide Lender with written confirmation from the Servicing Agent that it has not received any claim of set-off by the Purchaser under the Note Receivable against which Lender is making an Advance. 



(f)Report from Custodial Agent.  Lender has received a satisfactory Certification of Custodian from the Custodial Agent pursuant to the Custodial Agreement with regard to the Notes Receivable which are the subject of the contemplated Advance.



(g)Confirmation of Recording.  Lender has received from Resort Title Agency, Inc., as agent for the Title Insurer, an electronic copy of the fully executed Confirmation of Recording with regard to each Purchaser Mortgage against which Lender is making an Advance.



(h)Event of Default.  No Event of Default or Incipient Default has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom.



(i)Representations and Warranties.  The representations and warranties of Borrower and any Guarantor contained in the Loan Documents are true and correct in all material respects on and as of the date of the requested disbursement, before and after giving effect thereto and to the application of the proceeds therefrom, as though made on and as of such date.



(j)No Violation of Usury Law.  The interest rate applicable to the Advance (before giving effect to any savings clause) will not exceed the maximum rate permitted by Applicable Usury Law. 



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(k)Payment of Fees.  Borrower has paid to Lender the portion of the Loan Fee and all other fees which are required to be paid at the time of the Advance.



(l)Condemnation or Litigation.  There are no condemnation proceedings or litigation proceedings pending or, to the best of Borrower’s knowledge, threatened against any Unit or any Timeshare Interest in a Timeshare Project or against Borrower which would in any way, in Lender's judgment, impair or affect the full utilization of a Timeshare Project or materially adversely affect a Timeshare Project, Borrower or the Collateral taken as a whole.



(m)Other Items.  If requested by Lender, Borrower has delivered to Lender such other items which are reasonably necessary to evaluate the request for the Advance and the satisfaction of the conditions precedent thereto. 



4.2.2Conditions Subsequent.  The following conditions are required to be satisfied following the making of a particular Advance within the time period set forth below:



(a) Title Policy.  On or before the expiration of the Trailing Documents Delivery Date as to a particular Advance, Borrower will deliver to the Custodial Agent the Title Policies with respect to the Purchaser Mortgages which are the subject of such Advance, which policies are to be endorsed in the manner specified in the Confirmation of Recording and otherwise in the form attached hereto as Exhibits D-1,  D-2, and D-3, as to each of the Timeshare Projects, respectively.

(b) Assignment.  On or before the expiration of the Trailing Documents Delivery Date as to a particular Advance, Borrower will deliver to the Custodial Agent a copy of the original recorded Assignment for such Advance substantially in the form and substance of Exhibits A-1,  A-2 and A-3 (attached hereto), as to each of the Timeshare Projects, respectively, assigning to Lender the Notes Receivable and Purchaser Mortgages against which Lender made the subject Advance. 

(c) Confirmation of Recording.  On or before the expiration of the Trailing Documents Delivery Date as to a particular Advance, Borrower will deliver to the Custodial Agent the Confirmation of Recording from Resort Title Agency, Inc., as agent for the Title Insurer, with respect to the Purchaser Mortgages against which Lender made the subject Advance.

(d) Deed of Trust.  On or before the expiration of the Trailing Documents Delivery Date as to a particular Advance, Borrower will deliver to the Custodial Agent a copy of the original fully executed, acknowledged and recorded Purchaser Mortgage securing the Notes Receivable against which Lender made the subject Advance.

In the event as to a particular Note Receivable, the documents described in subsections (a), (b), (c) or (d) above are not delivered to the Custodial Agent prior to the expiration of the applicable

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Trailing Documents Delivery Date, then that Note Receivable shall no longer be deemed an Eligible Note Receivable and if a Borrowing Base Shortfall occurs as a result of such ineligibility, the provisions of Section 2.7(c) shall be applicable.  Lender shall continue to collect the proceeds from such ineligible Note Receivable and apply such proceeds in accordance with the provisions of Section 2.10 until Borrower makes a written request for a reassignment of such ineligible Note Receivable.  Upon such written request, Lender will reassign such ineligible Note Receivable to Borrower under the conditions set forth in Section 2.7(c).  When the documents described in subsections (a), (b), (c) or (d) above for such Note Receivable are delivered to the Custodial Agent, then that Note Receivable shall be deemed an Eligible Note Receivable provided that all other conditions to eligibility are satisfied.  The monthly Borrowing Base Certificate delivered pursuant to Section 6.1(d)(v) shall specifically exclude from eligibility those Notes Receivable for which the documents described in subsections (a), (b), (c) or (d) above have not been delivered to the Custodial Agent on or prior to the expiration of the applicable Trailing Documents Delivery Date.

4.3Conditions Satisfied at Borrower's Expense.  The conditions to each Advance shall be satisfied by Borrower at its expense.



4.4Disbursement of Advances.  Each Advance shall be payable to Borrower.  Each Advance shall be disbursed by wire transfer.  Borrower will pay Lender's reasonable charge in connection with any wire transfer.  Lender may, at its option, withhold from each Advance any sum (including costs and expenses) then due to it under the terms of the Loan Documents or which Borrower would be obligated to reimburse Lender pursuant to the Loan Documents if first paid directly by Lender.



4.5No Waiver.  Although Lender shall have no obligation to make any Advance unless and until all of the conditions precedent to such Advance have been satisfied, Lender may, at its discretion, make such Advance prior to that time without waiving or releasing any of the Obligations.



5.REPRESENTATIONS AND WARRANTIES



As an inducement to Lender to execute this Agreement, make the Loan, and disburse the proceeds of the Loan, Borrower represents and warrants to Lender the truth and accuracy of the matters set forth in this Article 5.



5.1Good Standing.  Borrower, Guarantor, Bluegreen Inc. and each Timeshare Association are duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and are in good standing and authorized to do business in each jurisdiction where at any time the location or nature of their properties or their business makes such good standing and qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the business or financial condition of any such Persons or the validity or enforceability of any Notes Receivable.  Borrower, Guarantor, Bluegreen Inc. and each Timeshare Association have full power and authority to carry on their

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business and own their property.  Each Timeshare Association has the full power and authority to perform its/the obligations under the applicable Timeshare Declaration and its applicable Timeshare Management Agreement.  The Vacation Club Trustee is duly organized and validly existing as a corporation under the laws of the State of Florida.  The Vacation Club is a validly existing multi-site timeshare plan under F.S. Ch. 721.  The Vacation Club Trust Agreement has been accepted for filing under F.S. Ch. 721. 



5.2Power and Authority; Enforceability.  Borrower and Guarantor have full power and authority to execute and deliver the applicable Loan Documents and to Perform the Obligations, and to own, pledge, mortgage, hypothecate and otherwise encumber and operate its property.  All action necessary and required by Borrower's and Guarantor's Articles of Organization and all other Legal Requirements for Borrower to obtain the Loan, and for Borrower and Guarantor to execute and deliver the Loan Documents and all other documents and instruments which have been or will be executed and delivered in connection with the Loan Documents and to Perform the Obligations has been duly and effectively taken.  The applicable Loan Documents are and, to Borrower's knowledge, shall be, legal, valid, binding and enforceable against Borrower and Guarantor; and do not violate the Applicable Usury Law and the execution and delivery of the applicable Loan Documents by Borrower or Guarantor does not constitute a default or result in the imposition of a lien under the terms or provisions of any agreements to which Borrower or Guarantor is a party.  No consent of any governmental agency or any other Person not a party to this Agreement is or will be required as a condition to the execution, delivery or enforceability of the Loan Documents.



5.3Borrower's Principal Place of Business.  Borrower's principal place of business and chief executive office are as follows:   C/O Bluegreen Vacations Corporation, 4960 Conference North, Suite 100, Boca Raton, Florida, 33431.  During the past five (5) years, Borrower has not been known by any other name or located in any address other than as set forth in this Agreement.



5.4Compliance with Legal Requirements.  Borrower has complied with all Legal Requirements in all material respects, including all Legal Requirements of the state in which each Timeshare Project is located and all other jurisdictions in which Timeshare Interests will be sold or offered for sale.  Without limiting the generality of the foregoing, Borrower has, to the extent required by its activities and businesses, fully complied with and shall, throughout the Term, continue to comply with (a) all of the applicable provisions of (i) the Consumer Credit Protection Act; (ii) the Truth-in-Lending Act and Regulation Z thereunder; (iii) the Equal Credit Opportunity Act and Regulation B thereunder; (iv) Regulation B of the Federal Reserve Board; (v) the Federal Trade Commission's 3‑day cooling‑off Rule for Door‑to‑Door Sales; (vi) the Federal Trade Commission Act; (vii) the Interstate Land Sales Full Disclosure Act; (viii) the Americans With Disabilities Act and related accessibility guidelines; (ix) the Real Estate Settlement Procedures Act and Regulation X thereunder; (x) the FTC Privacy Act; (xi) all applicable insurance brokerage or agency requirements; (xii) the Gramm-Leach-Bliley Act; (xiii) the Fair Debt Collection Practices Act; (xiv) the Credit Reporting Act; (xv) the Fair Housing Act; (xvi) the Mail Fraud Statute; (xvii) the Flood Disaster Protection Act of 1973; (xviii) the Federal Trade Commission's Privacy of Consumer Information Rule, (xix) the Federal

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Trade Commission do-not-call rules; (xx) USA Patriot Act; (xxi) the Securities Exchange Act of 1934; (xxii) the federal postal laws; (xxiii) all applicable state and federal securities laws; (xxiv) all applicable usury laws; (xxv) all applicable trade practices, home and telephone solicitation, sweepstakes, anti‑lottery and consumer credit and protection laws; (xxvi) all applicable real estate sales licensing, disclosure, reporting and escrow laws; (xxvii) the laws applicable in the State of Missouri governing condominiums, timeshares and time-sharing activities; (xxviii) all laws, rules and regulations promulgated by the Missouri Department of Real Estate; (xxix) all amendments to and rules and regulations promulgated under the foregoing acts or laws; and (xxx) all other applicable federal statutes and the rules and regulations promulgated under them; and (b) and all other applicable laws (and the rules and regulations promulgated under them) relating to timeshare ownership, the establishment of a Timeshare Project, or the sale, offering for sale, marketing or financing of Timeshare Interests in them or it. Borrower's marketing and sales practices are in compliance with and, throughout the Term, will continue to be in compliance with, applicable laws, including its lead generation techniques.  Neither Borrower nor any Guarantor has been contacted or notified of any Federal Trade Commission or any Department of Justice inquiry or investigation in connection with marketing and sale of Timeshare Interests or of any such Attorney General inquiry or investigation that could reasonably be expected to have a material adverse effect upon the business or financial condition of Borrower or Guarantor. 



5.5No Misrepresentations.  The Loan Documents and all certificates, financial statements and written materials furnished to Lender by or on behalf of Borrower or Guarantor in connection with the Loan do not contain as of the date furnished to Lender any untrue statement of a material fact or omit to state a fact which materially adversely affects or in the future may materially adversely affect a Timeshare Project, the Collateral, the business or financial condition of Borrower or any Guarantor, or the ability of Borrower or Guarantor to Perform the Obligations.  All financial statements furnished to Lender by or on behalf of Borrower or Guarantor in connection with the Loan will be prepared in accordance with GAAP (other than with respect to the Borrower’s quarterly financial statements).



5.6No Default for Third Party Obligations.  Neither Borrower nor Guarantor is in default under any other material agreement evidencing, guaranteeing or securing borrowed money or a receivables purchase financing or in violation of or in default under any material term in any other material agreement, instrument, order, decree or judgment of any court, arbitration or governmental authority to which it is a party or by which it is bound.



5.7Payment of Taxes and Other Impositions.  Borrower and Guarantor have filed all tax returns and has paid all Impositions, if any, required to be filed by them or paid by them when due, including real estate taxes and assessments relating to each Timeshare Project or the Collateral, unless the same is being appealed or contested in good faith and unless as a result of such appeal, the execution and enforcement of such taxes and assessments is stayed pending the outcome of such appeal. 



5.8Governmental Regulations.  Neither Borrower nor Guarantor is subject to regulation under the Investment Company Act of 1940,

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as the same may be amended from time to time, or any federal or state statute or regulation limiting its ability to incur debt or perform the Obligations.



5.9Employee Benefit Plans.  Borrower does not maintain any pension, retirement, profit sharing or similar employee benefit plan that is subject to the Employee Retirement Income and Security Act of 1974 as the same may be amended from time to time pursuant to which such entity's contribution requirement is made concurrently with the employee's contribution.  The Guarantor has a pension, profit sharing or other compensatory or similar plan of the Guarantor (herein after called a Plan) providing for a program of deferred compensation for any employee or officer.  No fact or situation, including but not limited to, any Reportable Event, as that term is defined in Section 4043 of the Employee Retirement Income Security Act of 1974 as the same may be amended from time to time (Pension Reform Act), exists or will exist in connection with any Plan of the Guarantor which might constitute grounds for termination of any Plan by the Pension Benefit Guaranty Corporation or cause the appointment by the appropriate United States District Court of a Trustee to administer any such Plan.  No Prohibited Transaction with respect to the Guarantor within the meaning of Section 406 of the Pension Reform Act exists or will exist with respect to any Plan upon the execution and delivery of the Guaranty or the performance by the parties hereto of their respective duties and obligations hereunder, except a prohibited transaction that qualifies for an exemption under the Pension Reform Act.  The Guarantor will (1) at all times make prompt payment of contributions required to meet the minimum funding standards set forth in Sections 302 through 305 of the Pension Reform Act with respect to each Plan: (2) promptly,  upon written request therefor, furnish to the Lender copies of each annual report required to be filed pursuant to Section 103 of the Pension Reform Act in connection with each Plan for each Plan Year, including any certified financial statements or actuarial statements required pursuant to said Section 103; (3) notify the Lender immediately of any fact, including, but not limited, to any Reportable Event arising in connection with any Plan which might constitute grounds for termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a Trustee to administer the Plan; and (4) notify the Lender of any Prohibited Transaction with respect to Guarantor as that term is defined in Section 406 of the Pension Reform Act, except a prohibited transaction that qualifies for an exemption under the Pension Reform Act.  The Guarantor will not (a) engage in any Prohibited Transaction, except a prohibited transaction that qualifies for an exemption under the Pension Reform Act, or (b) terminate any such Plan in a manner which could result in the imposition of a lien on the property of the Guarantor pursuant to Section 4068 of the Pension Reform Act.

5.10Securities Activities.  Neither Borrower nor Guarantor is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System in effect from time to time), and not more than 25% of the value of the assets of either such entity consists of such margin stock.  Furthermore, none of the proceeds of the Loan will be used to purchase or carry any margin stock and no portion of the proceeds of the Loan will be extended by Borrower to others for the purpose of purchasing or carrying margin stock. None of the transactions contemplated in this Agreement (including the use of the proceeds from the Loan) will violate or result in the violation of Section 7

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of the Securities Exchange Act of 1934, as amended, or any regulations issued under it, including Regulations G, T, U and X of the Federal Reserve Board, 12 C.F.R. Part 11.



5.11Sales Activities. All Notes Receivable pledged hereunder shall be derived from Timeshare Interests that have been and will be sold solely in Missouri and Tennessee, except for those Notes Receivable that are specifically identified by Borrower, in a separate list to be delivered to Lender on or before the date of the applicable Advance, to have been sold in jurisdictions other than Missouri and Tennessee. The foregoing list delivered to Lender shall specifically identify the jurisdiction in which such Timeshare Interests were sold. All sales of Timeshare Interests have been and will be made in material compliance with all Legal Requirements and utilizing a then current Public Report approved by all applicable regulatory authorities.  All Notes Receivable and the other Timeshare Program Consumer Documents executed in connection therewith are enforceable against the Purchaser thereunder, subject to bankruptcy, insolvency, reorganization, moratorium, equity, and similar rules and laws, including those affecting the rights of creditors generally.  The representations and warranties made by Borrower to Lender in this Section 5.11 shall be deemed reaffirmed by Borrower to Lender upon Borrower's delivery of each Receivables Schedule as contemplated in Section 4.2.1(c) hereof.  



5.12Timeshare Interest Not a Security.  Borrower has not sold or offered for sale any Timeshare Interest as an investment or in any other manner or jurisdiction that would constitute the sale or the offering for sale of a security under the Securities Act of 1933, the Securities Exchange Act of 1934, any state securities laws, commonly known as blue sky laws, or any other applicable law.



5.13Representations as to each Timeshare Project.



(a)Title; Prior Liens.  Borrower has good and marketable title to each unsold Timeshare Interest in a Timeshare Project and to the Collateral.  There are no liens, security interests, or encumbrances against such Timeshare Project other than the Permitted Encumbrances and other than future liens against such Timeshare Project to the extent permitted under Section 6.2(b) of this Agreement. 



(b)Timeshare Plan.  Each Timeshare Project and each Timeshare Programs therein have been established and dedicated as a timeshare project, in material compliance with all Legal Requirements and with applicable Timeshare Declaration and other Timeshare Program Governing Documents, and matters affecting title or use of such Timeshare Project.  The Vacation Club is in material compliance with all laws, codes, rules and regulations applicable to it with respect to its activities in operating the Vacation Club and has obtained all necessary licenses and registrations required in that regard.



(c)Access.  Each Timeshare Project (including all amenities) has access over easements to a publicly dedicated road and all roadways, and parking lots that serve such Timeshare Project are and will be common elements or easement parcels under the applicable Timeshare Declaration.

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(d)Utilities.  Electric, gas, sewer, water facilities and other necessary utilities are lawfully available in sufficient capacity to service each Timeshare Project and any easements necessary to the furnishing of such utility service have been obtained and duly recorded.



(e)Amenities.  All amenities promised pursuant to representations, warranties or covenants contained in the Timeshare Program Governing Documents are completed and will be provided in accordance therewith.  Such amenities include those listed in the applicable Timeshare Declaration.  Each Timeshare Association and each Purchaser of a Timeshare Interest has access to and the use of all of the amenities and public utilities of such Timeshare Project as and to the extent provided in the applicable Timeshare Declaration and the Timeshare Program Governing Documents.



(f)Improvements.  All costs arising from the acquisition, installation, construction and completion of any improvements and the purchase of any equipment, inventory, or furnishings located in or on each Timeshare Project have been or will be promptly and timely paid.



(g)Sale of Intervals.  Including presale inventory in respect of portions of a Timeshare Project whose development is in process but not yet completed, and the corresponding owners, and allowing for cancellations or terminations of previous sales, the total Timeshare Interests offered for sale or sold will not exceed the available accommodations at such Timeshare Project. 



(h)Zoning Laws, Building Codes, Etc.  Each Timeshare Project, all the buildings and other improvements in which the Units are situated and all amenities have been, and Borrower hereby covenants will be, completed in material compliance with all Legal Requirements, including without limitation all applicable zoning codes, building codes, health codes, fire and safety codes, and other applicable laws, including without limitation environmental laws in a manner that Borrower's failure to so comply would not reasonably be expected to result in a Material Adverse Change.  All inspections, licenses, permits required to be made or issued in respect of such buildings and amenities have been and Borrower hereby covenants will be, made or issued by the appropriate authorities.  The use and occupancy of such buildings for their intended purposes is and Borrower hereby covenants will be, lawful under all applicable laws.  Final certificates of occupancy or the equivalent have been, or will be,  issued by the appropriate governmental authority and Borrower hereby covenants will be in effect for each Unit prior to the closing of the sale of any Timeshare Interest in such Unit.  The timeshare use and occupancy of Units does not violate or constitute a non-conforming use or require a variance under any private covenant or restriction or any zoning, use or similar law, ordinance or regulation affecting the use or occupancy of a Timeshare Project.



(i)Units Ready for Use.  Prior to the closing of the sale of any Timeshare Interest within a Unit, such Unit is fully furnished and, subject to renovations for improvements from time to time in the ordinary course of maintaining the Units,

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ready for use by Purchasers.  All common furnishings (including appliances) within such Units are and will be owned by Borrower or the applicable Timeshare Association, have been or will be fully paid for, and are and will be free and clear of any liens or other interests of any third party including any lessor.



5.14Eligible Notes Receivable.  Each Note Receivable which is assigned to Lender pursuant to this Agreement and against which an Advance is requested or which is assigned in satisfaction of Borrower's obligations under Section 2.7(c) shall be an Eligible Note Receivable at the time of assignment.  Borrower has Performed all of its obligations to Purchasers, and there are no executory obligations to Purchasers to be Performed by Borrower, except for non-delinquent and executory obligations disclosed to Purchasers in their Purchase Contracts. 



5.15Association; Assessments and Reserves.  When a Purchaser closes the purchase of a Timeshare Interest, such Purchaser automatically becomes a member of Bluegreen Inc.  and the Vacation Club Trustee, as the titled owner of the Timeshare Interest, is designated as the  member of the applicable Timeshare Association and is entitled to vote on the affairs thereof, subject only to retaining ownership of a Timeshare Interest.  Each Timeshare Association has (or will have) authority to levy annual assessments to cover the costs of maintaining and operating the Timeshare Project to which it pertains.  To Borrower's knowledge, Bluegreen Inc. and each Timeshare Association are and will be solvent.  To Borrower's knowledge, levied assessments will be adequate to cover the current costs of maintaining and operating each Timeshare Project and to establish and maintain a reasonable reserve for capital improvements.  To Borrower's knowledge, there will be no events which could give rise to a material increase in such costs, except for additions of subsequent phases of a Timeshare Project that will not materially increase assessments.



5.16Title to and Maintenance of Common Areas and Amenities.  Except as otherwise permitted and disclosed by the Timeshare Program Governing Documents (a) each Timeshare Association or the owners of Timeshare Interests in common (which interest may be held by the Vacation Club Trustee pursuant to the Vacation Club Trust Agreement) will at all times own the furnishings in the Units and all the common areas in the Timeshare Project pertaining to such Timeshare Association and owners and other amenities which have been promised or represented as being available to Purchasers in the Timeshare Program Governing Documents, free and clear of liens and security interests except for the Permitted Encumbrances; (b) no part of a Timeshare Project is or will be subject to partition by the owners of Timeshare Interests; and (c) all access roads and utilities and off-site improvements necessary to the use of each Timeshare Project will have been dedicated to and/or accepted by the responsible governmental authority or utility company, or are owned by an association of owners of property in a larger planned development or developments of which such Timeshare Project is a part, or are owned by Borrower and subject to the Purchasers' right of access and use.



5.17Reservation System.  The Reservation System is fully operational for its intended purpose.  The Reservation System shall

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continue in operation and shall be available to all Purchasers to assure their ability to make reservations and exercise their use rights in respect of a Unit in the applicable Timeshare Project, subject to compliance with the applicable Timeshare Program Consumer Documents and the applicable Timeshare Program Governing Documents.  Borrower acknowledges the significance of the Reservation System to the ability of the applicable Timeshare Project to operate properly and allow Purchasers to make reservations and exercise use rights.  On the Effective Date and continuing for the balance of the Term, Borrower agrees to cause Bluegreen Resorts Management, Inc. to grant Lender a non-exclusive license to use the Reservation System pursuant to a license agreement in form substantially similar to that set forth in Schedule 5.17.  Lender acknowledges that Lender has received a non-exclusive license to use the Reservation System consistent with the form of license agreement attached hereto as Schedule 5.17



5.18Litigation and Proceedings.    Other than as disclosed in Exhibit L, and other than as disclosed in the most recent SEC filing related to Guarantor and delivered to Lender prior to the Effective Date and, if applicable, quarterly thereafter, there are no actions, suits, proceedings, orders, injunctions, bankruptcy actions, or foreclosure actions pending or, to the knowledge of Borrower, threatened, in any court, at law or in equity, or before or by any governmental authority, against or affecting Borrower, a Timeshare Association, Guarantor, the Vacation Club, a Timeshare Manager, Bluegreen Inc. or a Timeshare Project, which, if adversely determined, would result in a Material Adverse Change to Borrower, Guarantor, the Vacation Club, a Timeshare Manager, Bluegreen Inc. or a Timeshare Project or which would materially impair the ability of Borrower or Guarantor to complete its or their Obligations under the Loan Documents, or which would attack the validity, enforceability, or priority of any of Lender's liens or of any material provisions of the Loan Documents, at law or in equity.  None of the matters reflected on Exhibit L or as disclosed in the most recent SEC filing related to Guarantor and delivered to Lender prior to the Effective Date, are reasonably expected to result in a Material Adverse Change to Borrower, Guarantor, the Vacation Club, a Timeshare Manager, Bluegreen Inc. or a Timeshare Project or are reasonably expected to materially impair the ability of Borrower or Guarantor to complete its or their Obligations under the Loan Documents, or would attack the validity, enforceability, or priority of any of Lender's liens or of any material provisions of the Loan Documents, at law or in equity.  Neither Borrower nor Guarantor has received any notice the import of which would result in a Material Adverse Change to their respective financial condition or the performance of their respective Obligations, or to a Timeshare Project or the Collateral.  Borrower will promptly notify Lender if any action, litigation or proceeding is commenced or threatened against it that could result in a Material Adverse Change.  Notwithstanding the foregoing, to the extent any required update or report is covered by the public filings made with the United States Securities & Exchange Commission and related to Guarantor, Borrower shall be deemed to be in compliance with this Section 5.18



5.19Operating Contracts.  The management agreements listed and described on Exhibits M-1,  M-2, and M-3, attached hereto, as to each of the Timeshare Projects, respectively, as may be amended in writing by Borrower (provided that such amendments do not materially and adversely affect the rights of Lender or the Collateral), comprise all of the material agreements or arrangements relating to the management of each Timeshare Project by the Timeshare Manager as of the date hereof (collectively, and as amended or

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replaced from time to time in accordance with the terms thereof and this Section 5.19, the Operating Contracts).  Except for changes as may be consented to in advance by Lender, the Operating Contracts shall remain in full force and effect and Borrower shall take or cause to be taken, actions to prevent defaults thereunder; provided, however, such Operating Contracts may be amended or terminated without Lender consent so long as any such amendment or termination would not result in a Material Adverse Change, provided, however, that any termination of the Operating Contract dealing with management shall be replaced with a customary management agreement with a Timeshare Manager with substantial experience and expertise in the hospitality industry and with respect to timeshare operations of a type and quality which is substantially similar to the Timeshare Project, which Person shall be reasonably acceptable to Lender. 



5.20Subsidiaries, Affiliates and Capital StructureThe members of Borrower and their respective ownership interests are reflected on Exhibit N hereto. 



5.21Timeshare Program Consumer Documents.  The Timeshare Program Consumer Documents in substantially the forms attached hereto as Exhibits C-1,  C-2, and C-3 as to the as to each of the Timeshare Projects, respectively, are the only documents which have been used in connection with the credit sale of Timeshare Interests pertaining to those Notes Receivable that will be collaterally assigned to Lender.



5.22Public Reports.  The Public Report for each Timeshare Project and for the Vacation Club, copies of which have been previously delivered to Lender, has been approved by all applicable regulatory agencies and in form and content complies in all material respects with all applicable Legal Requirements.  With respect to the sale of each Timeshare Interest, there will be in effect at the time of sale and Borrower will have used an unexpired, Public Report, approved by all applicable regulatory agencies.  If required by the applicable law of a state in which Borrower is selling Timeshare Interests, Borrower will keep such Public Reports updated and approved by the applicable regulatory agency of that state.  Upon request of Lender, Borrower will promptly deliver to Lender evidence of such continued approval, including all extensions thereof, promptly upon receipt by Borrower.  In the event that a Public Report is amended at any time, and upon the request therefore by Lender, Borrower will promptly deliver to Lender a copy of such amendment.



5.23Solvency.  Borrower and Guarantor are each solvent.  No transfer of property is being made by Borrower or Guarantor and no obligation is being incurred by Borrower or Guarantor in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of Borrower or Guarantor.



5.24No Material Adverse Change in Financial Condition.  There has been no Material Adverse Change in the financial condition of Borrower, Guarantor or their respective subsidiaries since the date of the most recent financial statements delivered to Lender.

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5.25Timeshare Program Governing Documents.  The Timeshare Program Governing Documents (and all amendments, modifications supplements and additions thereto) described on Exhibits P-1,  P-2,  P‑3 and P-4 hereto, as to each of the Timeshare Projects and the Vacation Club, respectively, comprise all of the existing Timeshare Program Governing Documents with respect to each Timeshare Project and the Vacation Club as to those Notes Receivable that will be collaterally assigned to Lender.



5.26Marketing Activities.  All marketing and sales activities have been and will be performed by independent contractors or employees of Borrower or its Affiliates, all of whom are and will be properly licensed, as necessary, in accordance with applicable laws.  Borrower will retain a duly licensed broker of record in respect to the sales of Timeshare Interests in each Timeshare Project as may be required by applicable law in the state in which such Timeshare Interests are sold.



5.27Brokers; Payment of Commissions.  No consultant, advisor, broker, agent, finder or intermediary has acted on Borrower's behalf in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby.  Borrower has been advised by Lender or its agents that Ward Financial is the only consultant, advisor, broker, agent, finder or intermediary that has acted on Lender's behalf in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby.  Lender agrees to pay Ward Financial a commission pursuant to a separate agreement between Lender and Ward Financial.  Borrower agrees to indemnity Lender for any compensation due to Ward Financial as a result of the acts of Borrower and any additional compensation due to any other 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 Borrower. 



5.28Reserved

5.29Foreign Assets Control Regulations.  Neither the requesting or borrowing of the Loan or the use of the proceeds of the Loan will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the Trading With the Enemy Act) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the Foreign Assets Control Regulations) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the Executive Order) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).  Furthermore, neither the Borrower nor any of its subsidiaries or Direct Affiliates (i) is or will become a blocked person as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will engage in any dealings or transactions, or be otherwise associated, with any such blocked person.  Lender may disclose any and all information regarding Borrower and a Purchaser in connection with any regulatory examination of Lender or to the extent Lender deems advisable to

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disclose such information to such applicable regulatory agencies involving matters relating to the Trading With the Enemy Act, the Foreign Assets Control Regulations or the Executive Order; provided, however, that if Lender is legally permitted to do so, no such disclosure shall be made prior to the Lender (x) giving the Borrower prior written notification within one (1) Business Day after Lender's receipt of notice of any such required disclosure or decision of the Lender to make such disclosure, that explains in reasonable detail (if known to Lender), the basis for such disclosure, which notification shall include the following: (i) the contents of the disclosure, (ii) the Person to whom the disclosure must be made, and (iii) if known to Lender, the legal basis for the disclosure; (y) using commercially reasonable efforts to require that any recipient of such disclosure maintain such information on a confidential basis in accordance with all Legal Requirements, including all applicable consumer privacy laws; and (z) if Lender is legally permitted to do so, providing Borrower with an opportunity to redact all of the names, social security numbers and bank account numbers of, and all non-public personal information pertaining to, any Purchasers. 

5.30Contracts with Affiliates; Subordinated Indebtedness.

(a) Subject to future changes to Borrower's organization structure that do not violate subsection 6.2(c) of this Agreement, Schedule 5.30 is a true and complete organizational chart disclosing the ownership and relationship of Borrower, each member of Borrower and Guarantor, including any subsidiaries of Borrower and any Affiliates of Borrower that have any involvement or interest in the Timeshare Associations or the Timeshare Projects.  Schedule 5.30 discloses all written agreements between Borrower and any of its Direct Affiliates with respect to the Timeshare Associations or the Timeshare Projects (as in effect on the Effective Date or as supplemented with the consent of Lender, the Approved Transactions).  All Approved Transactions were negotiated in good faith, are arms-length transactions and all terms, covenants and conditions which govern the Approved Transactions are at market rate.

(b) The intercompany indebtedness for those of Borrower’s Affiliates described as Due to Related Parties on Borrower’s balance sheet constitutes all Borrower's debts, liabilities and obligations to any Affiliates of Borrower as of the date of such balance sheet.  Borrower has provided copies of all instruments, agreements and other writings evidencing and/or securing any of the foregoing intercompany debt to Lender.  Borrower agrees that all of such indebtedness shall be expressly subordinated to the Loan.  If (i) an Event of Default shall have occurred and is continuing, (ii) an Incipient Default exists, or (iii) if the making of such payment would result in an Incipient Default or Event of Default or would render the Borrower insolvent, Borrower will not, directly or indirectly, (A) permit any payment to be made in respect of any intercompany indebtedness, liabilities or obligations, direct or contingent, to any Affiliate including Guarantor and members of Borrower, which payments shall be and are hereby made subordinate to the payment of principal of, and interest on, the Note and the other payment Obligations of Borrower to Lender under the other Loan Documents, (B) permit the amendment, rescission or other modification of any of Borrower's obligations with respect to intercompany indebtedness other than in respect of Guarantor or members of Borrower, or (C) incur additional intercompany indebtedness other than in respect of Guarantor or members of Borrower.  All such additional intercompany indebtedness shall constitute additional subordinated indebtedness.  All Persons to whom Borrower owes intercompany indebtedness, including Guarantor and members of Borrower, shall execute a Subordination Agreement as a condition of Closing.  Notwithstanding the foregoing or anything otherwise to the contrary,

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intercompany indebtedness in the form of payments by Borrower to Affiliates, Guarantor or members of Borrower for bona fide services rendered or goods received pursuant to arm's length contractual arrangements shall not be required to be subordinated at any time and shall not be subject to subordination as provided in this Section 5.30 or otherwise. 

5.31Survival and Additional Representations and Warranties.  The representations and warranties contained in this Article 5 are in addition to, and not in derogation of, the representations and warranties contained elsewhere in the Loan Documents and shall be deemed to be made and reaffirmed prior to the making of each Advance, except as disclosed in writing to Lender.

6.COVENANTS



6.1Affirmative Covenants.



(a)Good Standing.  Borrower will maintain and cause Guarantor, Bluegreen Inc. and each Timeshare Association to maintain their respective existence as a business organization of the same type as when it signed this Agreement, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and remain in good standing and authorized to do business in the jurisdiction where at any time the location or nature of its properties or its business then makes such good standing and qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the business or financial condition of any such Persons or the validity or enforceability of any Notes Receivable. Borrower will maintain and cause Guarantor to maintain full authority to Perform the Obligations and to carry on their businesses and own their properties, except where the failure to be so authorized will not have a material adverse effect on the business or financial condition of any such Persons, the validity or enforceability of any Notes Receivable or the Performance of the Obligations.



(b)Compliance with Legal Requirements.  Borrower will comply with all Legal Requirements in all material respects, including all Legal Requirements of the state in which each Timeshare Project is located and all other jurisdictions in which a Timeshare Project is located or in which Timeshare Interests will be sold or offered for sale. 



(c)Insurance, Casualty and Condemnation



(i)Insurance Requirements.  At all times throughout the Loan term, Borrower shall, at its sole cost and expense, maintain (or cause the maintenance of) insurance, and shall pay (or cause the payment of), as the same becomes due and payable, all premiums in respect thereto, including, but not necessarily limited to:

(A)Property.  For all of the improvements at the Timeshare Project, a policy of standard all risk fire and extended coverage insurance, with vandalism and malicious mischief endorsements, to the extent of one hundred percent (100%) of the

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full replacement value against all risks of physical loss including without limitation a guaranteed replacement cost and code compliance coverage endorsement including boiler and machinery insurance coverage, heating, air conditioning equipment, and other equipment of such nature, and insurance against loss or damage to personal property located at or on the Timeshare Project by fire and other hazards covered by such insurance (with deductibles reasonably acceptable to Lender).  All such insurance shall be payable to Lender under a standard mortgagee loss payable endorsement.  Such insurance policy and each portion thereof shall be in the broadest and most comprehensive form available in the market at the time such policy is issued or amended.  Such policy shall, if required by Lender, contain an agreed value clause sufficient (as determined by Lender) to eliminate any risk of coinsurance. 

(B)Liability.  Insurance protecting the Borrower and Lender against loss or losses from liability imposed by law or assumed in any written contract and arising from personal injury, including bodily injury or death, or a limit of liability of not less than $1,000,000 (combined single limit for personal injury and property damage per occurrence), $2,000,000 aggregate, and an umbrella excess liability policy in an amount not less than $5,000,000 protecting the Borrower and Lender against any loss or liability or damage for personal injury, including bodily injury or death, or property damage.  Such policies must be written on an occurrence basis so as to provide blanket contractual liability, broad form property damage coverage, and coverage for products and completed operations.

(C)Business Interruption.  Business interruption insurance (extra expense/loss of income insurance) in an amount sufficient to cover any loss of income from the Timeshare Project in an amount of not less than actual loss sustained for a period of twelve (12) months. 

(D)Flood.  A policy or policies of flood insurance in the maximum amount of flood insurance available with respect to the Project under the National Flood Insurance Program.  This requirement will be waived upon presentation of evidence satisfactory to Lender that no portion of the site is located within an area identified by the U.S. Department of Housing and Urban Development as having special flood hazards.

(E)Earthquake.  Earthquake insurance in such amount as required by Lender, provided such insurance is available at commercially reasonable prices, but in no event shall the coverage be less than the full amount required by the Probable Maximum Loss or PML study for the Project.

(ii)Other.  All insurance required shall be procured and maintained in financially sound and generally recognized responsible insurance companies selected by the Borrower and subject to the approval of Lender.  Such companies should be authorized to insure property located in the State of Missouri.  The company issuing the policies shall be rated B+ or better by A.M. Best Co., in Bests' Key guide.  All property policies evidencing the insurance required shall name Lender and its successors and/or assigns as first mortgagee

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and all liability policies evidencing the insurance required shall name Lender and its successors and/or assigns as an additional insured, shall not be cancelable as to the interests of Lender due to the acts of the Borrower, and shall provide for at least thirty (30) days prior written notice of the cancellation or modification thereof to Lender.

(iii)Evidence.  All such policies of insurance, or certificates of insurance evidencing that such insurance is in full force and effect, shall be delivered to Lender on or before the Effective Date (together with proof of the payment of the premiums thereof).  Prior to the expiration of each such policy, Borrower shall furnish Lender evidence that such policy has been renewed or replaced in the form of a certificate reciting that there is insurance coverage in place of the types and in the amounts required hereunder.

(iv)Adjustments.  Borrower shall give immediate written notice to the insurance carrier and to Lender of any material loss in respect to which a claim is being made.    

(v)Use and Application of Insurance Proceeds.  In the event that any portion of the respective Timeshare Projects subject to the respective, applicable Timeshare Declarations should suffer any casualty loss covered by hazard insurance or other insurance, upon receipt of any insurance proceeds, the respective Timeshare Associations are required (in accordance with the provisions of the respective Timeshare Declarations), during the time such properties are covered by such insurance, under the respective Timeshare Declarations to rebuild or repair the damaged portions of all of the buildings and other improvements within the property described in the respective, applicable Timeshare Program Governing Documents unless provided otherwise pursuant to Article 14 of the Big Cedar Timeshare Declaration, pursuant to Article 14 of the Long Creek Ranch Timeshare Declaration or pursuant to Article VII of the Paradise Point Timeshare Declaration.  In the event that any proceeds of insurance are to be delivered to holders of first mortgage liens pursuant to Article 14 of the Big Cedar Timeshare Declaration, pursuant to Article 14 of the Long Creek Ranch Timeshare Declaration or pursuant to Article VII of the Paradise Point Timeshare Declaration, Borrower agrees to deliver to Lender such proceeds relating to the Notes Receivable that are part of the Collateral to the extent received by Borrower. 

(vi)Condemnation.  Borrower shall immediately notify Lender of the institution of any proceeding for the condemnation or other taking of any of the Timeshare Projects or any portion thereof.  Notwithstanding anything to the contrary contained herein, for so long as any condemned portion of any of the Timeshare Projects are to be replaced by the respective, applicable Timeshare Associations  in accordance with the respective, applicable Timeshare Declarations, any and all awards and payments arising from any condemnation or conveyances in lieu thereof relating to such portion of the respective, applicable Timeshare Projects shall be distributed and used in accordance with the provisions of the respective, applicable Timeshare Declarations.  In the event that any proceeds of condemnation are to be delivered to holders of first mortgage liens pursuant to the Big Cedar Timeshare Declaration, pursuant to the Long Creek Timeshare Declaration or pursuant to the Paradise Point Timeshare Declaration, Borrower agrees to deliver to Lender such proceeds

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relating to the Notes Receivable that are part of the Collateral to the extent received by Borrower. 

(d)Reports.  Borrower shall keep adequate records and books of account reflecting all financial transactions of Borrower and with respect to each Timeshare Project, and the Collateral, in which complete entries will be made in accordance with GAAP.  So long as the Obligations remain outstanding, Borrower shall furnish or cause to be furnished to Lender the following at Borrower's sole cost and expense:



(i)Sales and Inventory Reports.  Within five (5) Business Days after request therefore by Lender, a monthly, quarterly or annual report, as the case may be, showing: (i) all sales of Timeshare Interests (including cash sales); (ii) all remaining available inventory of Units and Timeshare Interests; (iii) a schedule of sales prices; and (iv) all cancellations of sales of Timeshare Interests.  Such reports shall be certified by Borrower to be true, correct and complete and shall be provided in a form to be reasonably approved by Lender.



(ii)Quarterly Financial Reports.  Within 60 days after the end of fiscal quarterly periods ending March, June and September of each fiscal year, management prepared unaudited balance sheet and statements of income and cash flow (on a fiscal quarter to date basis and a cumulative year-to-date basis as required by GAAP) of Guarantor and management prepared unaudited balance sheet and statements of income of Borrower (prepared on a consolidated basis), certified by the chief financial officer or treasurer of the subject of such statement, prepared in accordance with GAAP (other than with respect to the Borrower), including in comparative form the corresponding figures as of the end of the corresponding prior year quarter of the subject, all in reasonable detail, subject to year-end adjustments. 



(iii)Year End Financials.  As soon as available and in any event within 120 days after the end of each fiscal year of Borrower, Guarantor and each Timeshare Association: (i) the balance sheets of the Borrower, Guarantor, and each Timeshare Association as of the end of such year and the related statements of income, retained earnings (or its equivalent as applicable) and cash flow for such fiscal year, prepared in accordance with GAAP, certified by the chief financial officer (or an acceptable equivalent) of the Borrower, the Timeshare Association and Guarantor, as to the statements supplied by those entities, prepared on a consolidated basis as to Borrower and Guarantor, setting forth in comparative form the corresponding figures as of the end of the previous fiscal year, all in reasonable detail, including all supporting schedules and comments, and prepared in accordance with GAAP and (ii) a schedule of all outstanding Indebtedness of the Borrower, Guarantor and each Timeshare Association describing in reasonable detail each such debt or loan outstanding and the principal amount with respect to each such debt or loan.  The annual financial statements for Borrower, Guarantor and each Timeshare Association shall be audited by a Certified Public Accountant acceptable to Lender and shall be accompanied by an unqualified opinion as to going concern and scope of audit (if such scope limitation would

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be reasonably deemed to have an adverse impact on such financial statements taken as a whole) of such accountant. 



(iv)Officer's Certificate.  Together with each set of quarterly and annual Financial Statements or reports delivered to the Lender pursuant to this Agreement, a Compliance Certificate from the president, chief executive officer, chief financial officer or treasurer of the Borrower in the form attached hereto as Exhibit R.  



(v)Borrowing Base Certificate.  As soon as possible and in any event within fifteen (15) days after the end of each calendar month, a Borrowing Base Certificate for the immediately preceding calendar month, certified correct by an authorized agent of the Servicing Agent.



(vi)Timeshare Project and Sales Information.  Upon Lender’s request,   Borrower will deliver to Lender from time to time, as available, sales literature, registrations/consents to sell, and final subdivision public reports/public offering statements/prospectuses relating to the Timeshare Projects.  Borrower will deliver to Lender any material changes which Borrower makes to the Timeshare Program Consumer Documents and/or the Timeshare Program Governing Documents relating to the Timeshare Projects last delivered to Lender.



(vii)Material Increases to Assessments.  A written notification to Lender if Borrower has knowledge that an event (other than general changes in the economy) has occurred which would give rise to a material increase in assessments to cover the then current costs of operation of a Timeshare Project and to establish and maintain a reasonable reserve for capital improvements to such Timeshare Project.



(viii)Audit Reports; SEC Filing.  Promptly upon receipt thereof, one (1) copy of each audit report submitted to Borrower or Guarantor by independent public accountants or auditors in connection with any annual audit made by them of the books of Borrower or Guarantor, and a copy of the Independent Certified Public Accountant's Report that accompanies the audit.  If applicable, promptly upon request thereof by Lender, Borrower shall cause to be furnished to Lender one (1) copy of any reports filed with the United States Securities and Exchange Commission and related to Guarantor.



(ix)Tax Returns and Tax Receipts.  Promptly upon request, copies of filed tax returns and tax statements and evidence of payment of all taxes levied on each Timeshare Project (including transient occupancy taxes and real estate taxes) prior to the date such taxes become delinquent.  Furthermore, promptly upon request, Borrower shall furnish to Lender a copy of Borrower's and Guarantor’s tax returns as filed with the Internal Revenue Service.



(x)Notice of Incipient Default or Event of Default.  Promptly upon becoming aware of the existence of any condition or event which constitutes an Incipient Default or an Event of Default or of any event which would cause any representation or warranty to be incorrect or materially misleading if made at that time, a written notice

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specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto.



(xi)Notice of Claimed Default.  Promptly upon becoming aware that the holder of any material obligation or of any other evidence of material Indebtedness of Borrower or Guarantor has given notice or taken any other action with respect to a claimed default or event of default thereunder, a written notice specifying the notice given or action taken by such holder and the nature of the claimed default or event of default and what action the Borrower or Guarantor are taking or proposes to take with respect thereto.



(xii)Material Adverse Developments.  Promptly upon becoming aware of any development or other information which may result in a Material Adverse Change to the Borrower, Guarantor, a Timeshare Association, a Timeshare Project, the Collateral or the business, prospects, profits or condition (financial or otherwise) of the Borrower or Guarantor or the ability of the Borrower or Guarantor to perform its Obligations under this Agreement, telephonic or telefaxed notice, followed by mailed written confirmation, specifying the nature of such development or information and such anticipated effect.



(xiii)Other Reports.  Promptly upon request of Lender, copies of each written notice or request, financial statement, budget or other information received by the Borrower under or with respect to a Timeshare Declaration and/or a Timeshare Association's Articles of Incorporation or By-Laws, whether in its capacity as Declarant, owner of a Unit, owner of a Timeshare Interest or otherwise.  Promptly upon request of Lender, Borrower shall furnish to the Lender such other reports, statements, notices or written communications relating to the Borrower, the Guarantor, each Timeshare Project, each Timeshare Association or the Loan as the Lender may require, in its reasonable discretion.



(xiv)Timeshare Association Reports.  Promptly upon request, copies of budgets for the operation of the applicable Timeshare Association and applicable Timeshare Project (which budget shall include projections for operating expenses, capital improvements, maintenance and replacement reserves, dues and assessments and developer subsidies or guarantees).



(xv)Notes Receivable Trial BalanceNot later than the fifteenth (15th) day of each month, a report in form and content acceptable to Lender prepared by Borrower or the Servicing Agent and showing, with respect to each of the Notes Receivable assigned to Lender as of the close of business on the last day of the calendar month last ended: (A) Purchaser's Account Number; (B) name(s) of Purchasers; (C) date of purchase; (D) original purchase price; (E) amount of down payment; (F) monthly payment; (G) original principal amount and current principal amount; (H) any payment, including any prepayment, received during the period covered by the statement on account of such Notes Receivable; (I) number of payments made and number of payments remaining; (J) a cash receipts journal; (K) the opening and closing principal balance; (L) any cancellation during the period covered by such statement; (M) any delinquency of principal and interest payments on a 31-60-90 day basis; (N) any delinquency of principal, or interest in excess of 90 days; (O) original and remaining

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term of such Notes Receivable; (P) interest rate for such Notes Receivable; (Q) the weighted average interest rate for such Notes Receivable; (R) any extensions, refinances or other adjustments to such Notes Receivable; (S) the outstanding balances with respect to Non-Resident Notes Receivable, No FICO Score Notes Receivable, 620/575 FICO Score Notes Receivable and Jumbo Notes Receivable; (T) qualifying FICO Score for the loan; (U) the weighted average FICO Score; (V) city and state of residence of Purchaser; (W) country of residence of Purchaser (if not United States); and (X) such other information as Lender may request.  Such information shall be certified by Borrower to be accurate and complete. 



(xvi)State Audits.  Within twenty (20) days following its availability, any audit reports prepared by any state regulatory agency with respect to a Timeshare Project.



(xvii)Purchaser Information.  Within thirty (30) days after the end of each calendar quarter, at Lender's request, a then current list of names, addresses and phone numbers of all Purchasers under Notes Receivable assigned to Lender.  Lender acknowledges and agrees that it shall maintain all of such information in strict compliance with all Legal Requirements, including without limitation, all consumer privacy laws, and the Gramm-Leach-Bliley Act of 1999 and the correlative Federal Trade Commission regulations.



(xviii)Other Indebtedness.  Upon the request of Lender, Borrower will use its best efforts to obtain periodic estoppels letters from the holders of any other Indebtedness owed by Borrower to another Person, together with a confirmation of the outstanding principal balance of such Indebtedness.  Lender acknowledges and agrees that it shall maintain all of such information in strict compliance with all Legal Requirements, including without limitation, all consumer privacy laws, and the Gramm-Leach-Bliley Act of 1999 and the correlative Federal Trade Commission regulations.



(xix)Additional Information.  Such other information respecting the business, properties, assets, operations and condition, financial or otherwise, of Borrower, Guarantor, any Timeshare Association and any Timeshare Project as Lender may from time to time reasonably request. 



(e)Subordination of Indebtedness Owing to Affiliates.  Borrower will cause any and all Indebtedness owing by it to its shareholders, directors, officers, partners, members or managers, as the case may be, to Guarantor, or to the relatives or Affiliates of Borrower or any of the foregoing, to be subordinated to the Obligations pursuant to and in accordance with the terms set forth in  Section 5.30 hereof.  Such Indebtedness shall be unsecured at all times.



(f)Payment of Taxes.  Borrower will file all tax returns and will pay and cause Guarantor to pay all taxes and assessments, if any, required to be filed by them or paid by them when due, including real estate taxes and assessments relating to each Timeshare Project or the Collateral. 



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(g)Payment of Impositions.  Upon the Lender’s delivery of notice to borrower with reasonable evidence thereof, Borrower will promptly pay upon demand all Impositions imposed upon Lender by any state of the United States or political subdivision thereof or the United States by reason of the Loan Documents, the Collateral and/or any sale, rental, use, delivery or transfer of title to the Collateral, other than taxes, levies, imposts, deductions, charges or withholdings imposed on, or measured by reference to, the net income payable or franchise tax payable by Lender to any state of the United States or political subdivision thereof or to th