Common use of Employee Benefit Plan Liability Clause in Contracts

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) neither Bluegreen nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such years), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge for any such year, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) neither Bluegreen nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such years), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge for any such year, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge, neither Bluegreen nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on Bluegreen and its Commonly Controlled Affiliates in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect affiliates of Bluegreen that would be considered a single employer with Bluegreen under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by Bluegreen or any of its Commonly Controlled Affiliates (other than a Bluegreen Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “Bluegreen Multiemployer Plan” means a Multiemployer Plan to which Bluegreen or any of its Commonly Controlled Affiliates contributes or in which Bluegreen or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means liability as determined under ERISA for the complete or partial withdrawal of Bluegreen or any of its Commonly Controlled Affiliates from a Multiemployer Plan. 8

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) with respect to plan years beginning before January 1, 2008, neither Bluegreen nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is was defined under ERISA and the Code for such years), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, for any such year, no event has occurred or circumstance exists that resulted or may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) with respect to plan years beginning after December 31, 2007, neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge for any such year, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge, neither Bluegreen nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on Bluegreen and its Commonly Controlled Affiliates in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect affiliates of Bluegreen that would be considered a single employer with Bluegreen under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by Bluegreen or any of its Commonly Controlled Affiliates (other than a Bluegreen Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “Bluegreen Multiemployer Plan” means a Multiemployer Plan to which Bluegreen or any of its Commonly Controlled Affiliates contributes or in which Bluegreen or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means liability as determined under ERISA for the complete or partial withdrawal of Bluegreen or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) neither Bluegreen nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such years), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge for any such year, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge, neither Bluegreen nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on Bluegreen and its Commonly Controlled Affiliates 10

Employee Benefit Plan Liability. As of the Closing Date and as of each Sale Date and each Transfer Date, as applicable, (A) with respect to plan years beginning before January 1, 2008, neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is was defined under ERISA and the Code for such years), whether or not waived, with respect to any “Employee Pension Benefit Plan Plan” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreenthe Seller’s Knowledge, for any such year, no event has occurred or circumstance exists that resulted, or may result result, in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) with respect to plan years beginning after December 31, 2007, neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreenthe Seller’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Seller Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Seller Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Sale Date and Transfer Date, as applicable, to Bluegreenthe Seller’s Knowledge (1) neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Sale Date and Transfer Date, as applicable, to the Seller’s Knowledge, neither the Seller nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection 12.1(n), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on the Seller and its Commonly Controlled Affiliates, in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect Affiliates of the Seller that would be considered a single employer with the Seller under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by the Seller or any of its Commonly Controlled Affiliates (other than a Seller Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “Seller Multiemployer Plan” means a Multiemployer Plan to which the Seller or any of its Commonly Controlled Affiliates contributes or in which the Seller or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means liability as determined under ERISA for the complete or partial withdrawal of the Seller or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

Employee Benefit Plan Liability. As of the Closing Date, the Amendment Effective Date and as of each Funding Date and Transfer Date, as applicable, (Ai) neither Bluegreen nor with respect to any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) sponsored, maintained or contributed to by Seller or any of its Commonly Controlled Affiliates has or have incurred (as defined below), other than any Seller Multiemployer Plan (as defined below), no “accumulated funding deficiency” (as such term is defined under Section 302 of ERISA and or Section 412 of the Code for such yearsCode), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually plan year beginning prior to January 1, 2008, or in the aggregate could Cause a Material Adverse Effect (as defined below)with respect to any plan year beginning after December 31, and, to Bluegreen’s Knowledge2007, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under Section 303 of ERISA and or Section 430 of the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effectexists, and, to Bluegreenthe Seller’s Knowledge for any such yearknowledge, no event has occurred or circumstance exists that resulted or may result in any an unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effectplan; (Cii) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any has made all undisputed contribution contributions required under any Bluegreen Multiemployer Plan each multiemployer plan (as such term is defined belowin Section 3(37) that either individually of ERISA) (a “Multiemployer Plan”) to which the Seller or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually contributes or in which the Seller or any of its Commonly Controlled Affiliates participates (a “Seller Multiemployer Plan”); and (iii) the aggregate outstanding liability of the Seller and its Commonly Controlled Affiliates for disputed contributions required under all Seller Multiemployer Plans collectively does not exceed $500,000 in the aggregate. As of each Funding Date or Transfer Date, the aggregate outstanding liability of the Seller and its Commonly Controlled Affiliates for any partial or complete withdrawal from any Multiemployer Plans collectively does not exceed $10 million, and, to the Seller’s knowledge, no event has occurred or circumstance exists that presents a risk that the aggregate outstanding liability of the Seller and its Commonly Controlled Affiliates for any partial or complete withdrawal from, or the partition, termination, reorganization or insolvency of, any Multiemployer Plans could Cause collectively exceed $10 million. For purposes of this subsection (xiii), “Commonly Controlled Affiliates” means those direct or indirect affiliates of the Seller that would be considered a Material 10single employer with the Seller under Section 414(b), (c), (m), or (o) of the Code.

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) with respect to plan years beginning before January 1, 2008, neither Bluegreen the Depositor nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is was defined under ERISA and the Code for such yearsyear), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreenthe Depositor’s Knowledge, for any such year, no event has occurred or circumstance exists that resulted or may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) with respect to plan years beginning after December 31, 2007, neither Bluegreen the Depositor nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreenthe Depositor’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen the Depositor and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Depositor Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen the Depositor and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Depositor Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreenthe Depositor’s Knowledge (1) neither Bluegreen the Depositor nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to the Depositor’s Knowledge, neither the Depositor nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on the Depositor and any of its Commonly Controlled Affiliates in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect affiliates of the Depositor that would be considered a single employer with Bluegreen under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by the Depositor or any of its Commonly Controlled Affiliates (other than a Depositor Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “Depositor Multiemployer Plan” means a Multiemployer Plan to which the Depositor or any of its Commonly Controlled Affiliates contributes or in which the Depositor or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means liability as determined under ERISA for the complete or partial withdrawal of the Depositor or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) neither Bluegreen nor any of its Commonly Controlled Affiliates has or have incurred any no “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such yearsCode), whether or not waived, exists with respect to any Employee Pension Benefit Plan “employee pension benefit plan” (as such term is defined belowunder ERISA) that either individually sponsored, maintained or in contributed to by the aggregate could Cause a Material Adverse Effect (as defined below)Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 2008, and, to Bluegreenthe Sellers’s Knowledgeknowledge, no event has occurred or circumstance exists that may result in any an accumulated funding deficiency as of the last day of any such plan that either individually or in the aggregate could Cause a Material Adverse Effectyear beginning prior to January 1, 2008; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan), whether or not such unpaid minimum required contribution funding deficiency is waived, that either individually exists with respect to any employee pension benefit plan sponsored, maintained or in contributed to by the aggregate could Cause a Material Adverse EffectSeller or any of its Affiliates with respect to any plan year beginning after December 31, 2007, and, to Bluegreenthe Sellers’s Knowledge for any such yearknowledge, no event has occurred or circumstance exists that resulted or may result in any an unpaid minimum required contribution as of the last day of the current plan year beginning after December 31, 2007 of any such plan that either individually or in the aggregate could Cause a Material Adverse Effectplan; (C) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution has made all contributions required under any Bluegreen Multiemployer Plan each multiemployer plan (as such term is defined belowunder ERISA) that either individually to which the Seller or any of its Affiliates contributes or in which the aggregate could Cause Seller or any of its Affiliates participates (a Material Adverse Effect“Seller Multiemployer Plan”); and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in neither the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen Seller nor any of its Commonly Controlled Affiliates has incurred withdrawn from any Withdrawal Liability (as defined below) Seller Multiemployer Plan with respect to which there is any outstanding liability and, to the Seller’s knowledge, no event has occurred or circumstance exists that either individually presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Seller Multiemployer Plan that could result in any liability to the aggregate could Cause a Material 10Seller.

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) with respect to plan years beginning before January 1, 2008, neither Bluegreen nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is was defined under ERISA and the Code for such years), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, for any such year, no event has occurred or circumstance exists that resulted or may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) with respect to plan years beginning after December 31, 2007, neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge for any such year, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge, neither Bluegreen nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on Bluegreen and its Commonly Controlled Affiliates in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect affiliates of Bluegreen that would be considered a single employer with Bluegreen under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by Bluegreen or any of its Commonly Controlled Affiliates (other than a Bluegreen Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Funding Date, as applicable, (A) ), neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has or have has incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such yearsCode), whether or not waived, with respect to any “Employee Pension Benefit Plan Plan” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreenthe Seller’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreenthe Seller’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Seller Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Seller Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Funding Date, as applicable, to Bluegreenthe Seller’s Knowledge (1) neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Funding Date, as applicable, to the

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) neither Bluegreen nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such years), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge for any such year, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge, neither Bluegreen nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on Bluegreen and its Commonly Controlled Affiliates in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect 10

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Funding Date, as applicable, (A) ), neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has or have has incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such yearsCode), whether or not waived, with respect to any “Employee Pension Benefit Plan Plan” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreenthe Seller’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreenthe Seller’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Seller Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Seller Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Funding Date, as applicable, to Bluegreenthe Seller’s Knowledge (1) neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Funding Date, as applicable, to the Seller’s Knowledge, neither the Seller nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection 5(a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on the Seller or any of its Commonly Controlled Affiliates; “Commonly Controlled Affiliates” means those direct or indirect affiliates of the Seller that would be considered a single employer with the Seller under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by the Seller or any of its Commonly Controlled Affiliates (other than a Seller Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “Seller Multiemployer Plan” means a Multiemployer Plan to which the Seller or any of its Commonly Controlled Affiliates contributes or in which the Seller or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means liability as determined under ERISA for the complete or partial withdrawal of the Seller or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) neither Bluegreen nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such years), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge for any such year, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge, neither Bluegreen nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on Bluegreen and its Commonly Controlled Affiliates in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect affiliates of Bluegreen that would be considered a single employer with Bluegreen under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by Bluegreen or any of its Commonly Controlled Affiliates (other than a Bluegreen Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “Bluegreen Multiemployer Plan” means a Multiemployer Plan to which Bluegreen or any of its Commonly Controlled Affiliates contributes or in which Bluegreen or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means liability as determined under ERISA for the complete or partial withdrawal of Bluegreen or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) neither Bluegreen nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such years), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge for any such year, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge, neither Bluegreen nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on Bluegreen and its Commonly Controlled Affiliates in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect affiliates of Bluegreen that would be considered a single employer with Bluegreen under 9 KL2 3337062.5

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Funding Date, as applicable, (A) ), neither Bluegreen the Depositor nor any of its Commonly Controlled Affiliates has or have has incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such yearsCode), whether or not waived, with respect to any “Employee Pension Benefit Plan Plan” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreenthe Depositor’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen the Depositor nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreenthe Depositor’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen the Depositor and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Depositor Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen the Depositor and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Depositor Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Funding Date, as applicable, to Bluegreenthe Depositor’s Knowledge (1) neither Bluegreen the Depositor nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Funding Date, as applicable, to the Depositor’s Knowledge, neither the Depositor nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection 5(a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on the Depositor or any of its Commonly Controlled Affiliates; “Commonly Controlled Affiliates” means those direct or indirect affiliates of the Depositor that would be considered a single employer with the Depositor under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by the Depositor or any of its Commonly Controlled Affiliates (other than a Depositor Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “Depositor Multiemployer Plan” means a Multiemployer Plan to which the Depositor or any of its Commonly Controlled Affiliates contributes or in which the Depositor or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means 8 liability as determined under ERISA for the complete or partial withdrawal of the Depositor or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Funding Date, as applicable, (A) ), neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has or have has incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such yearsCode), whether or not waived, with respect to any “Employee Pension Benefit Plan Plan” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreenthe Seller’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreenthe Seller’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Seller Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10required

Employee Benefit Plan Liability. As of the Closing each Sale Date and as of each Transfer Date, as applicable, (A) with respect to plan years beginning before January 1, 2008, neither Bluegreen BXG nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is was defined under ERISA and the Code for such years), whether or not waived, with respect to any “Employee Pension Benefit Plan Plan” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to BluegreenBXG’s Knowledge, for any such year, no event has occurred or circumstance exists that resulted, or may result result, in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) with respect to plan years beginning after December 31, 2007, neither Bluegreen BXG nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to BluegreenBXG’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen BXG and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen BXG Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen BXG and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen BXG Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing each Sale Date and as of each Transfer Date, as applicable, to Bluegreenthe BXG’s Knowledge (1) neither Bluegreen BXG nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of each Sale Date and Transfer Date, as applicable, to BXG’s Knowledge, neither BXG nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this clause (a)(xii), “Cause a Material Adverse Effect” means to reasonably be expected to result in a material adverse effect on BXG and its Commonly Controlled Affiliates, in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect Affiliates of BXG that would be considered a single employer with BXG under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by BXG or any of its Commonly Controlled Affiliates (other than a BXG Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “BXG Multiemployer Plan” means a Multiemployer Plan to which BXG or any of its Commonly Controlled Affiliates contributes or in which BXG or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means liability as determined under ERISA for the complete or partial withdrawal of BXG or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

Employee Benefit Plan Liability. As of the Closing each Sale Date and as of each Transfer Date, as applicable, (A) with respect to plan years beginning before January 1, 2008, neither Bluegreen BBCV nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is was defined under ERISA and the Code for such years), whether or not waived, with respect to any “Employee Pension Benefit Plan Plan” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to BluegreenBBCV’s Knowledge, for any such year, no event has occurred or circumstance exists that resulted, or may result result, in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) with respect to plan years beginning after December 31, 2007, neither Bluegreen BBCV nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to BluegreenBBCV’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen BBCV and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen BBCV Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen BBCV and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen BBCV Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing each Sale Date and as of each Transfer Date, as applicable, to Bluegreenthe BBCV’s Knowledge (1) neither Bluegreen BBCV nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of each Sale Date and Transfer Date, as applicable, to BBCV’s Knowledge, neither BBCV nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this clause (a)(xii), “Cause a Material Adverse Effect” means to reasonably be expected to result in a material adverse effect on BBCV and its Commonly Controlled Affiliates, in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect Affiliates of BBCV that would be considered a single employer with BBCV under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by BBCV or any of its Commonly Controlled Affiliates (other than a BBCV Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “BBCV Multiemployer Plan” means a Multiemployer Plan to which BBCV or any of its Commonly Controlled Affiliates contributes or in which BBCV or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means liability as determined under ERISA for the complete or partial withdrawal of BBCV or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Date, as applicable, (A) neither Bluegreen the Depositor nor any of its Commonly Controlled Affiliates has or have incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such yearsyear), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreenthe Depositor’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen the Depositor nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreenthe Depositor’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen the Depositor and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Depositor Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen the Depositor and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Depositor Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreenthe Depositor’s Knowledge (1) neither Bluegreen the Depositor nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to the Depositor’s Knowledge, neither the Depositor nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on the Depositor and any of its Commonly Controlled Affiliates in the aggregate; “Commonly Controlled Affiliates” means those direct or indirect affiliates of the Depositor that would be considered a single employer with the Depositor under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by the Depositor or any of its Commonly Controlled Affiliates (other than a Depositor Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of 7

Employee Benefit Plan Liability. As of the Closing Date and as of each Transfer Funding Date, as applicable, (A) ), neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has or have has incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code for such yearsCode), whether or not waived, with respect to any “Employee Pension Benefit Plan Plan” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreenthe Seller’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreenthe Seller’s Knowledge for any such yearKnowledge, no event has occurred or circumstance exists that resulted or may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any undisputed contribution required under any Bluegreen Seller Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen the Seller and each of its Commonly Controlled Affiliates have no outstanding liability for any disputed contribution required under any Bluegreen Seller Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Funding Date, as applicable, to Bluegreenthe Seller’s Knowledge (1) neither Bluegreen the Seller nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material 10Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Funding Date, as applicable, to the Seller’s Knowledge, neither the Seller nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection 5(a)(xii), “Cause a Material Adverse Effect” means reasonably be expected to result in a material adverse effect on the Seller or any of its Commonly Controlled Affiliates; “Commonly Controlled Affiliates” means those direct or indirect affiliates of the Seller that would be considered a single employer with the Seller under Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension benefit plan as such term is defined in Section 3(2) of 8