Common use of Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties Clause in Contracts

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen from the Depositor, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase such Defective Timeshare Loan at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. Bluegreen and the Seller acknowledge that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the Seller further acknowledge that the Indenture Trustee will be appointed attorney in fact under the Indenture and may enforce Bluegreen’s repurchase or substitution obligations if Bluegreen has not complied with its repurchase and substitution obligations under this Agreement within the aforementioned 60 day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof 11 (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall the Seller shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), ) either (i) repurchase such Defective Timeshare Loan at the Repurchase Price Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreenthe Seller’s repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen the Seller shall, within 30 days (or, if the Seller shall have provided satisfactory evidence to the Funding Agents (at their sole discretion) that (1) such breach cannot be cured within the 30 day period, (2) such breach can be cured within an additional 30 day period and (3) it is diligently pursuing a cure, then 60 days days) of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Depositor’s interest in such Defective Timeshare Loan from the Depositor at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the NoteholdersTrustee. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreenthe Seller’s repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 30-day or 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall the Seller shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), ) either (i) repurchase such Defective Timeshare Loan at the Repurchase Price Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreenthe Seller’s repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen from the Depositor, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase such Defective Timeshare Loan at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. Bluegreen and the Seller acknowledge that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the Seller 14 further acknowledge that the Indenture Trustee will be appointed attorney in fact under the Indenture and may enforce Bluegreen’s repurchase or substitution obligations if Bluegreen has not complied with its repurchase and substitution obligations under this Agreement within the aforementioned 60 day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall the Seller shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), ) either (i) repurchase such Defective Timeshare 11 Loan at the Repurchase Price Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreenthe Seller’s repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen from the Depositor, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Depositor's interest in such Defective Timeshare Loan from the Depositor at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the Seller acknowledge that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the Seller further acknowledge that the Indenture Trustee will be appointed attorney in fact under the Indenture and may enforce Bluegreen’s 's repurchase or substitution obligations if Bluegreen has not complied with its repurchase and substitution obligations under this Agreement within the aforementioned 60 day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen BBCV from the DepositorLoan Seller or Quorum, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor Loan Seller or any subsequent assignee of the Depositor Loan Seller (including the Issuer and the Indenture Trustee on behalf of the NoteholdersQuorum) therein, Bluegreen shall BBCV shall, within 60 sixty (60) days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”)) either, either at BBCV’s option, (i) repurchase such Defective Timeshare Loan at the Repurchase Price Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the Seller acknowledge BBCV acknowledges that the Depositor Loan Seller shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and Quorum. BBCV further acknowledges that the Issuer Quorum shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the Seller further acknowledge that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture Sale Agreement and may enforce BluegreenBBCV’s repurchase or substitution obligations if Bluegreen BBCV has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 day sixty (60)-day period.. PURCHASE AND CONTRIBUTION AGREEMENT, Page 11

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen BXG from the DepositorLoan Seller or Quorum, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor Loan Seller or any subsequent assignee of the Depositor Loan Seller (including the Issuer and the Indenture Trustee on behalf of the NoteholdersQuorum) therein, Bluegreen shall BXG shall, within 60 sixty (60) days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”)) either, either at BXG’s option, (i) repurchase such Defective Timeshare Loan at the Repurchase Price Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the Seller acknowledge BXG acknowledges that the Depositor Loan Seller shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and Quorum. BXG further acknowledges that the Issuer Quorum shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the Seller further acknowledge that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture Sale Agreement and may enforce BluegreenBXG’s repurchase or substitution obligations if Bluegreen BXG has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 day sixty (60)-day period.. PURCHASE AND CONTRIBUTION AGREEMENT, Page 11

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall the Seller shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Depositor's interest in such Defective Timeshare Loan from the Depositor at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the NoteholdersTrustee. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreen’s the Seller's repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen from the Depositor, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Depositor's interest in such Defective Timeshare Loan from the Depositor at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the Seller acknowledge that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the NoteholdersTrustee. Bluegreen and the Seller further acknowledge that the Indenture Trustee will be appointed attorney in fact under the Indenture and may enforce Bluegreen’s 's repurchase or substitution obligations if Bluegreen has not complied with its repurchase and substitution obligations under this Agreement within the aforementioned 60 day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or a Closing Date Eligible Investment or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall the Seller shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Depositor's interest in such Defective Timeshare Loan or such Closing Date Eligible Investment from the Depositor at the Repurchase Price or (ii) in the case of a Defective Timeshare Loan only, provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and the Closing Date Eligible Investments and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and the Closing Date Eligible Investments and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreen’s the Seller's repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 60-day period. Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller has agreed to effect an Upgrade, the Seller will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller's option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 20% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or the Sale Agreement. The Seller shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan. Optional Purchases or Substitutions of Defaulted Timeshare Loans. The Depositor hereby irrevocably grants to the Seller an option to repurchase or substitute Defaulted Timeshare Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to Defaulted Timeshare Loans on any date, the Seller will have the option, but not the obligation, to either (i) purchase such Defaulted Timeshare Loan at the Repurchase Price for such Defaulted Timeshare Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Defaulted Timeshare Loan and pay the related Substitution Shortfall Amount, if any; provided, however, that the Seller's option to purchase a Defaulted Timeshare Loan or to substitute one or more Qualified Substitute Timeshare Loans for a Defaulted Timeshare Loan is limited on any date to the Optional Purchase Limit and the Optional Substitution Limit, respectively. The Seller may irrevocably waive its option to purchase or substitute a Defaulted Timeshare Loan by delivering to the Indenture Trustee a Waiver Letter in the form of Exhibit A attached hereto.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen from the Depositor, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Depositor’s interest in such Defective Timeshare Loan from the Depositor at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the Seller acknowledge that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the Seller further acknowledge that the Indenture Trustee will be appointed attorney in fact under the Indenture and may enforce Bluegreen’s repurchase or substitution obligations if Bluegreen has not complied with its repurchase and substitution obligations under this Agreement within the aforementioned 60 day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or a Closing Date Eligible Investment or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall the Seller shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Depositor’s interest in such Defective Timeshare Loan or such Closing Date Eligible Investment from the Depositor at the Repurchase Price or (ii) in the case of a Defective Timeshare Loan only, provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and the Closing Date Eligible Investments and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and the Closing Date Eligible Investments and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreenthe Seller’s repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall the Seller shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), ) either (i) repurchase such Defective Timeshare Loan at the Repurchase Price Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. Bluegreen and the The Seller acknowledge acknowledges that the 11 Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreenthe Seller’s repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen the Seller shall, within 30 days (or, if the Seller shall have provided satisfactory evidence to the Agent (at its sole discretion) that (1) such breach can not be cured within the 30 day period, (2) such breach can be cured within an additional 30 day period and (3) it is diligently pursuing a cure, then 60 days days) of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Depositor's interest in such Defective Timeshare Loan from the Depositor at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the NoteholdersTrustee. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreen’s the Seller's repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 30-day or 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen from the Depositor, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase such Defective Timeshare Loan at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. Bluegreen and the Seller acknowledge that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the Seller further acknowledge that the Indenture Trustee will be appointed attorney in fact under the Indenture and may enforce Bluegreen’s repurchase or substitution obligations if Bluegreen has not 13 KL2 3337062.5 complied with its repurchase and substitution obligations under this Agreement within the aforementioned 60 day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall the Seller shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if 11 KL2 3337070.5 the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), ) either (i) repurchase such Defective Timeshare Loan at the Repurchase Price Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreenthe Seller’s repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen from the Depositor, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor Issuer or any subsequent assignee of the Depositor Issuer (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Issuer’s interest in such Defective Timeshare Loan from the Issuer at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the Seller acknowledge that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the Seller further acknowledge that the Indenture Trustee will be appointed attorney in fact under the Indenture and may enforce Bluegreen’s repurchase or substitution obligations if Bluegreen has not complied with its repurchase and substitution obligations under this Agreement within the aforementioned 60 day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by Bluegreen the Seller from the Depositor, the Issuer or the Indenture Trustee Trustee, of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Depositor or any subsequent assignee of the Depositor (including the Issuer and the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen the Seller shall, within 30 days (or, if the Seller shall have provided satisfactory evidence to the Agent (at its sole discretion) that (1) such breach can not be cured within the 30 day period, (2) such breach can be cured within an additional 30 day period and (3) it is diligently pursuing a cure, then 60 days days) of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (i) repurchase the Depositor's interest in such Defective Timeshare Loan from the Depositor at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. Bluegreen and the The Seller acknowledge acknowledges that the Depositor shall, pursuant to the Sale Agreement sell Timeshare Loans and rights and remedies acquired hereunder to the Issuer and that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the NoteholdersTrustee. Bluegreen and the The Seller further acknowledge acknowledges that the Indenture Trustee will be appointed attorney in attorney-in-fact under the Indenture and may enforce Bluegreen’s the Seller's repurchase or substitution obligations if Bluegreen the Seller has not complied with its repurchase and or substitution obligations under this Agreement within the aforementioned 60 30 day or 60-day period.