Common use of Sale of Trust Estate Clause in Contracts

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Majority Noteholders of all Outstanding Notes have otherwise provided its written consent to the Indenture Trustee and the Indenture Trustee has provided prior notice of such Sale as soon as is reasonably practicable to each Derivative Counterparty, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (viallocated in accordance with Section 4.5(a)(2) none of Bluegreen or its Affiliates may bid for and purchase hereof. The amount, if any, so allocated to the Timeshare Loans offered for sale Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Series Required Noteholders of all Outstanding Series have otherwise provided its written consent to the Indenture Trustee and the Indenture Trustee has provided prior notice of such Sale as soon as is reasonably practicable to each Derivative Counterparty, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (viallocated in accordance with Section 4.5(a)(2) none of Bluegreen or its Affiliates may bid for and purchase hereof. The amount, if any, so allocated to the Timeshare Loans offered for sale Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the any public or private sale of any portion of the Trust Estate for any Series pursuant to Section 6.3 hereof 5.04 shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until either the entire Trust Estate for any Series shall have been sold or all amounts payable on the Notes Bonds of such Series and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Subject to the related Terms Indenture, the Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale by public announcement made at the time and place of such sale. Subject to the related Terms Indenture, the Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 6.07 of this Indenture. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the The Indenture Trustee shall execute and deliver an appropriate instrument instrument(s) of conveyance prepared by the Servicer transferring (without recourse against the Indenture Trustee’s ) transferring its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate for any Series in connection with a sale thereof; (iii) thereof pursuant to Section 5.04. In addition, the Indenture Trustee is hereby irrevocably appointed the an agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s 's interest in any portion of the Trust Estate for any Series in connection with a sale thereofthereof pursuant to Section 5.04, and to take all action necessary to effect such sale; (iv) no . No purchaser or transferee at such a sale shall be bound have any obligation to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (vc) the method, manner, time, place and terms Any sale of any sale portion of the Trust Estate for any Series (i) shall be commercially reasonable; made in compliance with all applicable laws and , in the case of Pledged Mortgage-Backed Securities, the terms of such Pledged Mortgage-Backed Securities and the respective agreements pursuant to which they were issued and (viii) none of Bluegreen or its Affiliates shall be subject to such additional restrictions and conditions as may bid for and purchase be set forth in the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofrelated Terms Indenture.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 6.03 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.03(e) hereof. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) the Owner may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; provided, however, that the Owner may irrevocably waive its option to bid for and purchase the property offered for sale by delivering a waiver letter to the Indenture Trustee; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture TrusteeIssuer’s interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact attorney‑in‑fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Majority Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale and bid an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (vi) none allocated on a pro rata basis among the Noteholders in proportion to all amounts due and owing the Noteholders in satisfaction of Bluegreen or its Affiliates may bid for the amounts due and purchase owing the Timeshare Loans offered for sale Noteholders, and the remainder shall be distributed to the Depositor as holder of the Owner Trust Certificate. The amount, if any, so allocated to the Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the any sale (a “Sale”) of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may may, from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Notes representing more than 50% of the Class Note Balance of the Notes of the Class or Classes then Outstanding consents to or directs the Indenture Trustee in writing to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) 5.07 hereof, on the Payment Date next succeeding the date of such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (b)(ii) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee (i) on behalf of the Noteholders, shall prevent such Sale and bid an amount (which shall include the Indenture Trustee’s right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (a) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 hereof on the Payment Date next succeeding the date of such Sale and (b) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney in-fact of the Issuing Entity to transfer and convey its interest in any portion of the Trust Estate in connection with a Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 6.03 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.03(e) hereof. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) the Owner may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; provided, however, that the Owner may irrevocably waive its option to bid for and purchase the property offered for sale by delivering a waiver letter to the Indenture Trustee; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture TrusteeIssuer’s interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a “Sale”) of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may may, from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Notes representing more than 50% of the Class Note Balance of the Notes of the Class or Classes then Outstanding consents to or directs the Indenture Trustee in writing to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) 5.07 hereof, on the Payment Date next succeeding the date of such Sale. (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (b)(ii) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee (i) on behalf of the Noteholders, shall prevent such Sale in order to preserve the Trust Estate on behalf of the Noteholders. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution payment of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (a) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 hereof on the Payment Date next succeeding the date of such Sale and (b) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney in-fact of the Issuing Entity to transfer and convey its interest in any portion of the Trust Estate in connection with a Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (ve) The Indenture Trustee shall have the methodright to rely on the opinion of an independent investment bank, manner, time, place and terms obtained at other than its own expense for the purposes of any sale of making the Trust Estate shall be commercially reasonable; anddetermination in Section 5.17(b) above. (vif) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the The Indenture Trustee in Section 6.16(c)(i) hereofshall have the right to utilize an agent, at other than its own expense, for purposes of conducting a sale hereunder.

Sale of Trust Estate. (a) The power to effect the any sale or other disposition (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof is expressly subject to the provisions of Section 5.05 hereof and this Section 5.15. The power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture and under the Insurance Agreement shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee with the consent of the Note Insurer, so long as no Note Insurer Default exists, may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable law, the The Indenture Trustee shall not in any private Sale sell to a third party the Trust Estate, or any portion thereof, unless (1) the Note Insurer or, if a Note Insurer Default exists, the Holders of all Notes, consent to or direct the Indenture Trustee to make, such Sale, or (2) unless the Note Insurer otherwise consents, the proceeds of such Sale would be not less than the entire amount which would be payable to the Noteholders under the Notes and the Note Insurer in respect of amounts drawn under the Note Insurance Policy and any other amounts due to the Note Insurer under the Insurance Agreement, in full payment thereof except in accordance with Section 5.02 hereof, on the Payment Date next succeeding the date of such Sale, or (3) The Indenture Trustee determines with the consent of the Note Insurer, so long as permitted under no Note Insurer Default exists, that the conditions for retention of the Trust Estate set forth in Section 6.3(e) 5.05 hereof cannot be satisfied (in making any such determination, the Indenture Trustee may rely upon an opinion of an Independent investment banking firm obtained and delivered as provided in Section 5.05 hereof), and the Note Insurer consents to such Sale, or if a Note Insurer Default exists, the Holders of Notes representing at least 66-2/3% of the Note Principal Balances of the Notes consent to such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or other disposition thereof for purposes of this Section 5.15(b). (c) Unless the Note Insurer or, if a Note Insurer Default exists, the Holders of Notes representing at least 66-2/3% of the Note Principal Balances of the Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.15 and no Person bids an amount equal to or greater than such amount, the Indenture Trustee on behalf of the Trust shall reject all bids. (d) In connection with a sale Sale of all or any portion of the Trust Estate:, (i1) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and with the consent of the Note Insurer purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds of such sale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii2) the Indenture Trustee, with the consent of the Note Insurer, so long as no Note Insurer Default exists, may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable law in connection therewith, may purchase all or any portion of the Trust Estate in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Holders of the Notes and Holders of Certificates and amounts owing to the Note Insurer as a result of such Sale in accordance with Section 5.04(b) hereof on the Payment Date next succeeding the date of such Sale and (B) the reasonable expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (iv5) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofmonies.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.3(d) hereof. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen of the Noteholders, the Purchasers or any Affiliates thereof) the owners of the beneficial interests in the Issuer may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof;, (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the method, manner, time, place and terms of any, sale of all or any sale portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Majority Holders of all Outstanding Notes, have otherwise provided its written consent to the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (vi) none allocated on a pro rata basis among the Noteholders in proportion to their respective Invested Amounts in satisfaction of Bluegreen or its Affiliates may bid for the amounts due and purchase owing the Timeshare Loans offered for sale Noteholders, and the remainder shall be distributed to the Depositor as holder of the Owner Trust Certificate. The amount, if any, so allocated to the Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate allocated to a Series of Notes pursuant to Section 6.3 hereof 6.03 shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes of such Series shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof6.12, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof6.03(d). (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefortherefore, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Company to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;; and (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 6.03 shall not be exhausted by any one or more Sales as to any portion of such Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Bonds shall have been sold or all amounts payable on the Notes Bonds shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable lawThe Trustee may, on behalf of the Indenture Trustee shall not sell to a third party Bondholders, bid for and acquire any portion of the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In Estate in connection with a sale public Sale thereof, and may pay all or part of the Trust Estate: (i) any one purchase price by crediting against amounts owing on the Bonds or more Noteholders (other than Bluegreen amounts secured by this Indenture, all or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution part of the net proceeds of such saleSale after deducting the costs, charges and expenses incurred by the Trustee in connection with such Sale. The Bonds need not be payable thereonproduced in order to complete any such Sale, and or in order for the Notesnet proceeds of such Sale to be credited against amounts owing on the Bonds. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;any manner permitted by law. (iic) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereoffunds.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 5.04 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Notes representing not less than 50% of the Note Balance of the Notes then Outstanding of the related Class of Notes consent to or direct the Indenture Trustee to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) hereof5.07, on the Payment Date next succeeding the date of such Sale. In the absence of a Note Insurer Default, no sale hereunder shall be effective without the consent of the Note Insurer. (c) Unless the Holders of all Outstanding Notes of the related Class of Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in clause (ii) of subsection (b) of this Section 5.17 has not been established and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee on behalf of the Noteholders, shall prevent such sale and reject all bids. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate related to the Class of Notes in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate related to the Class of Notes in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a “Sale”) of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may may, from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Notes representing more than 50% of the Class Note Balance of the Notes of the Class or Classes then Outstanding consents to or directs the Indenture Trustee in writing to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) 5.07 hereof, on the Payment Date next succeeding the date of such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (b)(ii) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee (i) on behalf of the Noteholders, shall prevent such Sale and bid an amount (which shall include the Indenture Trustee’s right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (a) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 hereof on the Payment Date next succeeding the date of such Sale and (b) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney in-fact of the Trust to transfer and convey its interest in any portion of the Trust Estate in connection with a Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof this Article VIII shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the The Indenture Trustee shall not not, in any private sale, sell to a third party the Trust Estate, or any portion thereof except unless the Majority Holders direct the Indenture Trustee to make such sale; provided, however, that either (x) such sale does not result in any Note receiving less than all of its outstanding principal, accrued interest to the date of such sale and all other amounts due and owing to the related Noteholders as permitted under Section 6.3(eof the date of such sale, and the Indenture Trustee and the Backup Servicer receive all amounts owed them or (y) hereof100% of the Holders have consented to such sale. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen The Indenture Trustee or any Affiliates thereof) Noteholder may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public or private sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such sale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee or the Noteholders in connection with such sale. The Notes need not be produced in order to complete any such sale, or in order for the net proceeds of such sale to be payable thereon, and credited against the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to . The Indenture Trustee or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no . No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a “Sale”) of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may may, from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Notes representing more than 50% of the Class Note Balance of the Notes of the Class or Classes then Outstanding consents to or directs the Indenture Trustee in writing to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) 5.07 hereof, on the Payment Date next succeeding the date of such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (b)(ii) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee (i) on behalf of the Noteholders, shall prevent such Sale and bid an amount (which shall include the Indenture Trustee’s right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (a) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 hereof on the Payment Date next succeeding the date of such Sale and (b) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Estate in connection with a Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale or other disposition (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof is expressly subject to the provisions of Section 5.05 hereof and this Section 5.15. The power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes Bonds and under this Indenture and under the Insurance Agreement shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee with the consent of the Bond Insurer, so long as no Bond Insurer Default exists, may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable law, the The Indenture Trustee shall not in any private Sale sell to a third party the Trust Estate, or any portion thereof, unless (1) the Bond Insurer or, if a Bond Insurer Default exists, the Holders of all Bonds, consent to or direct the Indenture Trustee to make, such Sale, or (2) unless the Bond Insurer otherwise consents, the proceeds of such Sale would be not less than the entire amount which would be payable to the Bondholders under the Bonds and the Bond Insurer in respect of amounts drawn under the Bond Insurance Policy and any other amounts due to the Bond Insurer under the Insurance Agreement, in full payment thereof except in accordance with Section 5.02 hereof, on the Payment Date next succeeding the date of such Sale, or (3) The Indenture Trustee determines with the consent of the Bond Insurer, so long as permitted under no Bond Insurer Default exists, that the conditions for retention of the Trust Estate set forth in Section 6.3(e) 5.05 hereof cannot be satisfied (in making any such determination, the Indenture Trustee may rely upon an opinion of an Independent investment banking firm obtained and delivered as provided in Section 5.05 hereof), and the Bond Insurer consents to such Sale, or if a Bond Insurer Default exists, the Holders of Bonds representing at least 66-2/3% of the Bond Principal Balances of the Bonds consent to such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or other disposition thereof for purposes of this Section 5.15(b). (c) Unless the Bond Insurer or, if a Bond Insurer Default exists, the Holders of Bonds representing at least 66-2/3% of the Bond Principal Balances of the Bonds have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall bid an amount at least $1.00 more than the highest other bid. (d) In connection with a sale Sale of all or any portion of the Trust Estate:, (i1) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Bonds may bid for and with the consent of the Bond Insurer purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Bonds or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notessuch Bonds, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii2) the Indenture Trustee, with the consent of the Bond Insurer, so long as no Bond Insurer Default exists, may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable law in connection therewith, may purchase all or any portion of the Trust Estate in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Holders of the Bonds and Holders of Certificates and amounts owing to the Bond Insurer as a result of such Sale in accordance with Section 5.04(b) hereof on the Payment Date next succeeding the date of such Sale and (B) the reasonable expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Bonds in order to complete any such Sale or in order for the net Sale price to be credited against such Bonds, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (iv5) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofmonies.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof 515 (a "Sale") shall not be exhausted by any one or more Sales as to any portion of such Trust Estate remaining unsold but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes Securities and any other amounts due under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee or the Collateral Agent may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable law, the Indenture The Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a Sale thereof, and upon compliance with the terms may pay all or part of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money thereforprice by crediting against amounts owing on the Securities or other amounts secured by this Indenture, deliver in lieu of cash any Outstanding Notes all or claims for interest thereon for credit in the amount that shall, upon distribution part of the net proceeds of such saleSale after deducting the costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 607. The Securities need not be payable thereonproduced in order to complete any such Sale, and or in order for the Notesnet proceeds of such Sale to be credited against amounts owing on the Securities. The Trustee shall hold, lease, operate, manage or otherwise deal with any property so acquired in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;accordance with this Indenture in any manner permitted by law. (iic) The Collateral Agent and, if necessary, the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee Collateral Agent is hereby irrevocably appointed the agent and attorney-in-fact of for the Issuer Company and its Subsidiaries to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofmonies.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawtogether, the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and the Series Required Noteholders for each Series of Variable Funding Notes that are Outstanding have otherwise provided its written consent to the Indenture Trustee at least five (5) Business Days prior to the Sale contemplated in this Section 8.16(b) and the Indenture Trustee has provided prior notice of such Sale as soon as is reasonably practicable to any Derivative Counterparty, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (viallocated in accordance with Section 4.5(a)(2) none of Bluegreen or its Affiliates may bid for and purchase hereof. The amount, if any, so allocated to the Timeshare Loans offered for sale Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 5.04 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Notes representing not less than 50% of the Note Balance of the Notes then Outstanding consent to or direct the Indenture Trustee to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except in accordance with Section 5.07, on the Payment Date next succeeding the date of such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). [In the absence of a Note Insurer Default, no sale hereunder shall be effective without the consent of the Note Insurer.] (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as permitted under Section 6.3(eIndenture Trustee on behalf of the Noteholders [and the Note Insurer], shall prevent such sale and bid an amount (which shall include the Indenture Trustee's right, in its capacity as Indenture Trustee, to credit bid) hereofat least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders[ and the Note Insurer]. (cd) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.3(d) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereofthereof unless consented to by a majority of the Noteholders) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and. (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof, unless consented to by a majority of the Noteholders.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate Property pursuant to this Section 6.3 hereof 5.19 shall not be exhausted by any one or more sales as to any portion of the Trust Property remaining unsold, but shall continue unimpaired until the entire Trust Estate Property shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof5.12, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private sale sell to a third party the Trust EstateProperty, or any portion thereof except unless, (i) until such time as permitted the conditions specified in Sections 10.01(a)(i) or 10.01(a)(ii) of the Sale and Servicing Agreement have been satisfied in full, the Insurer (or, if an Insurer Default has occurred and is continuing, the Holders of Notes evidencing at least 66-2/3% of the Outstanding Amount of the related Class of Notes), consent to or direct the Indenture Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of all amounts due to the Indenture Trustee hereunder and the Insurer under the Insurance Agreement and the entire unpaid principal amount of the Notes and all interest due or to become due thereon in accordance with Section 6.3(e8.3(a) hereofon the Payment Date next succeeding the date of such sale. The foregoing provisions shall not preclude or limit the ability of the Indenture Trustee to purchase all or any portion of the Trust Property at a private sale. (c) In connection with a sale of all or any portion of the Trust EstateProperty: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate Property related to the Class of Notes in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate Property related to the Class of Notes in connection with a sale thereof, and to take all action necessary to effect such sale;; and (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate Property shall be commercially reasonable; and. (vie) none The provisions of Bluegreen or its Affiliates may bid for and purchase this Section 5.19 shall not be construed to restrict the Timeshare Loans offered for sale by ability of the Indenture Trustee to exercise any rights and powers against the Issuer or the Trust Property that are vested in Section 6.16(c)(i) hereofthe Indenture Trustee by this Indenture, including, without limitation, the power of the Indenture Trustee to proceed against the Collateral and to institute judicial proceedings for the collection of any deficiency remaining thereafter or the ability of the Servicer to exercise any rights or powers or to perform its obligations under the Sale and Servicing Agreement.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 5.04 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (1) the Holders of Notes representing not less than 50% of the Note Balance of the Notes of both Classes then Outstanding consent to or direct the Indenture Trustee to make such Sale; or (2) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) hereof5.07, on the Payment Date next succeeding the date of such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). In the absence of a Note Insurer Default, no sale hereunder shall be effective without the consent of the Note Insurer. (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee on behalf of the Noteholders, shall prevent such sale and bid an amount (which shall include the Indenture Trustee's right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i1) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii2) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof;, (iii4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (iv5) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(eunless: (i) hereofthe Holders of not less than all of the Outstanding Notes, consent to or direct the Trustee to make such Sale; or (ii) the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee hereunder and the entire unpaid principal amount of the Notes and interest due or to become due thereon on the Payment Date next succeeding such Sale. (c) In connection with a sale of The Trustee or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Trustee or the Noteholders in connection with such Sale. The Notes need not be payable thereonproduced in order to complete any such Sale, and or in order for the net proceeds of such Sale to be credited against the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to . The Trustee or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 6.04 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(eunless: (i) hereofThe Noteholders of all Outstanding Notes direct the Indenture Trustee in writing to make such Sale; or (ii) if less than all Noteholders have given their consent, the proceeds of such Sale would not be less than the sum of all amounts due to the Indenture Trustee hereunder and the Outstanding Principal Balance of all Notes and interest due or to become due thereon on the Payment Date next succeeding such Sale. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen The Indenture Trustee or any Affiliates thereof) Noteholder may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Noteholder or claims for interest thereon for credit in the amount other amounts owing to such Noteholder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such saleSale to which such Noteholder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee or the Noteholders in connection with such Sale. The Notes need not be payable thereonproduced in order to complete any such Sale, and or in order for the net proceeds of such Sale to be credited against the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to . The Indenture Trustee or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 6.03 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.03(e) hereof. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) and the Owner may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; provided, however, that the Owner may irrevocably waive its option to bid for and purchase the property offered for sale by delivering a waiver letter to the Indenture Trustee; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Notes representing not less than 50% of the Note Principal Balance of the Notes of both of the Classes then Outstanding consent to or direct the Indenture Trustee to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) 5.07 hereof, on the Payment Date next succeeding the date of such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). In the absence of a Note Insurer Default, no Sale hereunder shall be effective without the consent of the Note Insurer. (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee (i) on behalf of the Noteholders and the Note Insurer, shall prevent such Sale and bid an amount (which shall include the Indenture Trustee's right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders and the Note Insurer. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 hereof on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof;, (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Trust to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale.59 (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof 6.03 shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private sale sell to a third party the Trust Estate, or any portion thereof except as permitted under unless either (i) the holders of Notes evidencing 100% of the Voting Rights consent to or direct the Indenture Trustee to make such sale; or (ii) the proceeds of such sale would be not less than the sum of all amounts due to the Indenture Trustee hereunder and the entire unpaid principal amount of the Notes and the Prepayment Premium, if any, and interest due or to become due thereon in accordance with Section 6.3(e) hereof6.06 on the Payment Date next succeeding the date of such sale. The Indenture Trustee may not purchase all or any portion of the Trust Estate at a private sale. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may not bid for and acquire the property offered for sale in connection with any public sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;; and (ivv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and. (vie) none The provisions of Bluegreen or its Affiliates may bid for and purchase this Section 6.15 shall not be construed to restrict the Timeshare Loans offered for sale by ability of the Indenture Trustee to exercise any rights and powers against the Issuer or the Trust Estate that are vested in Section 6.16(c)(i) hereofthe Indenture Trustee by this Indenture, including, without limitation, the power of the Indenture Trustee to proceed against the collateral subject to the lien of this Indenture and to institute judicial proceedings for the collection of any deficiency remaining thereafter.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 5.04 or 5.17 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Secured Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Secured Notes representing not less than 50% of the Note Principal Balance of the Secured Notes then Outstanding consent to or direct the Indenture Trustee to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Secured Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) 5.07 hereof, on the Payment Date next succeeding the date of such Sale. In making such a determination, the Indenture Trustee may rely on an opinion of an independent investment banking firm obtained and delivered to the Indenture Trustee not at the expense of the Indenture Trustee. No Sale hereunder shall be effective without the consent of the Note Purchaser. (c) Unless the Holders of all Outstanding Secured Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee (i) on behalf of the Noteholders and the Note Purchaser, shall prevent such Sale and bid an amount (which shall include the Indenture Trustee's right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders and the Note Purchaser. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Secured Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Secured Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Secured Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be payable to the Holders of the Secured Notes as a result of such Sale in accordance with Section 5.07 hereof on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Secured Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Secured Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof;, (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Trust to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such saleSale; (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (vvi) no Sale may be affected without the method, manner, time, place and terms of any sale prior written consent of the Trust Estate shall be commercially reasonableNote Purchaser; and (vivii) none no Sale shall be made to any Originator or any of Bluegreen their Affiliates or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofagents.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Majority Noteholders of all Outstanding Notes have otherwise provided its written consent to the Indenture Trustee and the Indenture Trustee has provided prior notice of such Sale as soon as is reasonably practicable to each Derivative Counterparty, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (viallocated in accordance with Section 4.5(b)(2) none of Bluegreen or its Affiliates may bid for and purchase hereof. The amount, if any, so allocated to the Timeshare Loans offered for sale Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(eunless: (i) hereofthe Holders of all Outstanding Notes, consent to or direct the Trustee to make such Sale; or (ii) the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee hereunder and the entire unpaid principal amount of the Notes and interest due or to become due thereon on the Payment Date next succeeding such Sale. (c) In connection with a sale of The Trustee or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Trustee or the Noteholders in connection with such Sale. The Notes need not be payable thereonproduced in order to complete any such Sale, and or in order for the net proceeds of such Sale to be credited against the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to . The Trustee or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 6.03 shall not be exhausted by any one or more Sales as to any portion of such Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Bonds shall have been sold or all amounts payable on the Notes Outstanding Obligations shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may with the consent of the Control Party, and at the direction of the Control Party shall, from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable lawThe Trustee may with the consent of the Control Party, and at the Indenture Trustee shall not sell to a third party direction of the Control Party shall, on behalf of the Bondholders, bid for and acquire any portion of the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In Estate in connection with a sale public Sale thereof, and may pay all or part of the Trust Estate: (i) any one purchase price by crediting against amounts owing on the Bonds or more Noteholders (other than Bluegreen amounts secured by this Indenture, all or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution part of the net proceeds of such saleSale after deducting the costs, charges and expenses incurred by the Trustee in connection with such Sale. The Bonds need not be payable thereonproduced in order to complete any such Sale, and or in order for the Notesnet proceeds of such Sale to be credited against amounts owing on the Bonds. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;any manner permitted by law. (iic) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereoffunds.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.3(d) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.3(d) hereof.. KL2 2878899.10 (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen of the Noteholders, the Purchasers or any Affiliates thereof) the owners of the beneficial interests in the Issuer may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof;, (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the method, manner, time, place and terms of any, sale of all or any sale portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a ASale@) of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under the Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(eunless: (i) hereofthe Holders of all Outstanding Notes, consent to or direct the Indenture Trustee to make such Sale; or (ii) the proceeds of such Sale would not be less than the sum of all amounts due to the Indenture Trustee hereunder and the entire unpaid principal amount of the Notes, and interest due or to become due thereon on the Payment Date next succeeding such Sale; provided, however, that the proceeds of such Sale must reflect the fair market value of the Trust Estate at the time of such Sale. (c) In connection with a sale of The Indenture Trustee or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in other amounts owing to such Holder secured by the amount Indenture, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee or the Noteholders in connection with such Sale. The Notes need not be payable thereonproduced in order to complete any such Sale, and or in order for the net proceeds of such Sale to be credited against the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to . The Indenture Trustee or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase . Notwithstanding the Timeshare Loans offered for sale by foregoing, the Indenture Trustee must obtain the written consent of the Majority Noteholders to the form in which a public sale is to be conducted pursuant to this Section 6.16(c)(i) hereof6.18.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate:: 45 (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 8.11 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Agreement with respect thereto, and all Note Insurer Obligations, shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the the. time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Controlling Party shall consent to, or direct the Trustee to make such Sale; or (ii) to the extent that an Insurer Default is then in effect, the proceeds of such Sale would be not less than the sum of all amounts due to the Trustee hereunder and the entire amount which would be distributable to the Note Insurer and the Noteholders, in full payment thereof except as permitted under in accordance with Section 6.3(e) hereof8.14, on the Payment Date next succeeding the date of such Sale, together with any amounts then owing to the Note Insurer. The purchase by the Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 8.24(b). (c) Unless the Controlling Party has otherwise consented or directed the Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 8.24 has not been established by the Trustee and no Person bids an amount equal to or greater than such amount, the Trustee shall prevent such sale and bid an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one of the Noteholders or more Noteholders (other than Bluegreen or any Affiliates thereof) the Note Insurer may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu any of cash any Outstanding the Notes or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Noteholders and the Note Insurer as a result of such Sale in accordance with Section 8.14 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and/or the Note Insurer Obligations, and any property so acquired by the Trustee shall be held and dealt with by it in accordance with the provisions of this Agreement; (iii) the Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (ve) Notwithstanding anything in this Agreement to the methodcontrary, mannerif an Event of Default specified in Section 8.08(a) is the Event of Default, timeor one of the Events of Default, place on the basis of which the Notes have been declared due and terms payable, then the Trustee shall, at the direction of any sale the Controlling Party, or may, in its discretion (together with the written consent of the Controlling Party), sell the Trust Estate shall be commercially reasonable; andwithout compliance with this Section 8.24. (vif) none This Section 8.24(f) only applies during such time as the Rating Agency has rated the financial strength of Bluegreen the Note Insurer below BBB-. If, during such time, an Event of Default has occurred and is continuing such that the Trustee has the right to effect a Sale, then notwithstanding any provision of this Agreement to the contrary, the Note Insurer hereby agrees that the Noteholders with Voting Interests in excess of 50% of all outstanding Voting Interests shall have the right to direct the Trustee to sell all or its Affiliates may bid for and purchase substantially all the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.Trust Estate pursuant to

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 8.11 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Agreement with respect thereto, and all Note Insurer Obligations, shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Controlling Party shall consent to, or direct the Trustee to make such Sale; or (ii) to the extent that an Insurer Default is then in effect, the proceeds of such Sale would be not less than the sum of all amounts due to the Trustee hereunder and the entire amount which would be distributable to the Note Insurer and the Noteholders, in full payment thereof except as permitted under in accordance with Section 6.3(e) hereof8.14, on the Payment Date next succeeding the date of such Sale, together with any amounts then owing to the Note Insurer. The purchase by the Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 8.24(b). (c) Unless the Controlling Party has otherwise consented or directed the Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 8.24 has not been established by the Trustee and no Person bids an amount equal to or greater than such amount, the Trustee shall prevent such sale and bid an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one of the Noteholders or more Noteholders (other than Bluegreen or any Affiliates thereof) the Note Insurer may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu any of cash any Outstanding the Notes or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Noteholders and the Note Insurer as a result of such Sale in accordance with Section 8.14 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and/or the Note Insurer Obligations, and any property so acquired by the Trustee shall be held and dealt with by it in accordance with the provisions of this Agreement; (iii) the Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (ve) Notwithstanding anything in this Agreement to the methodcontrary, mannerif an Event of Default specified in Section 8.08(a) is the Event of Default, or one of the Events of Default, on the basis of which the Notes have been declared due and payable, then the Trustee shall, at the direction of the Controlling Party, or may, in its discretion (together with the written consent of the Controlling Party), sell the Trust Estate without compliance with this Section 8.24. (f) This Section 8.24(f) only applies during such time as the Rating Agency has rated the financial strength of the Note Insurer below BBB-. If, during such time, place an Event of Default has occurred and terms is continuing such that the Trustee has the right to effect a Sale, then notwithstanding any provision of any sale this Agreement to the contrary, the Note Insurer hereby agrees that the Noteholders with Voting Interests in excess of 50% of all outstanding Voting Interests shall have the right to direct the Trustee to sell all or substantially all the Trust Estate pursuant to this Agreement and applicable law, whether or not the Note Insurer is the Controlling Party at such time. If the Note Insurer is the Controlling Party, then it shall direct the Trustee to effect such a Sale of all or substantially all of the Trust Estate shall be commercially reasonable; and (vi) none promptly upon receiving written direction to do so from the Noteholders with Voting Interests in excess of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.50% of all outstanding Voting Interests

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof6.12, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof6.3(d). (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefortherefore, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Master Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Borrower to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof 6.04 shall not be exhausted by any one or more sales (each a "Sale") as to any portion of such Trust Estate remaining unsold but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable law, the Indenture The Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public sale thereof, and upon compliance with the terms may pay all or part of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding price by crediting against amounts owing on the Notes or claims for interest thereon for credit in the amount that shall, upon distribution other amounts secured by this Indenture all or part of the net proceeds of such saleSale after deducting the costs, charges and expenses incurred by the Trustee in connection with such Sale, notwithstanding the provisions of Section 7.07 hereof. The Notes need not be payable thereonproduced in order to complete any such Sale, and or in order for the net proceeds of such Sale to be credited against amounts owing on the Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;any manner permitted by law. (iic) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, Sale thereof and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofmonies.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof or Section 12.16 of the Sale and Servicing Agreement shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Notes representing not less than 50% of the Note Principal Balance of the Notes then Outstanding consent to or direct the Indenture Trustee to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) 5.07 hereof, on the Payment Date next succeeding the date of such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). No Sale hereunder shall be effective without the consent of the Initial Purchaser. (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee (i) on behalf of the Noteholders and the Initial Purchaser, shall prevent such Sale and bid an amount (which shall include the Indenture Trustee's right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders and the Initial Purchaser. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 hereof on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof;, (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Trust to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such saleSale; (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none no Sale may be affected without the prior written consent of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofInitial Purchaser.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Majority Noteholders of all Outstanding Notes, have otherwise provided its written consent to the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (vi) none allocated on a pro rata basis among the Outstanding Series of Bluegreen or its Affiliates may bid for Notes based on their respective Series Invested Amounts, which such funds allocated to a Series shall be allocated to pay interest sequentially on the Classes within such Series and purchase thereafter to pay principal sequentially on the Timeshare Loans offered for sale Classes within such Series and then any other amounts due and owing in respect of the Notes as provided in the related Indenture Supplement, and the remainder shall be distributed to the Depositor as holder of the Owner Trust Certificate. The amount, if any, so allocated to the Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect To the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required extent permitted by applicable law, the Indenture Trustee shall not in any private sale sell to a third party the Trust Estate, or any portion thereof except as permitted under unless, (i) the Noteholders consents to or directs the Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of all amounts due on the entire unpaid principal amount of the Notes and interest due or to become due thereon in accordance with Section 6.3(e5.6 hereof on the Payment Date next succeeding the date of such sale. (b) hereofFor any public sale of the Trust Estate, the Trustee shall have provided the Noteholders with notice of such sale at least two weeks in advance of such sale which notice shall specify the date, time and location of such sale. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) the Noteholders may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Note or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof;; and (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;. (ivd) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale method, manner, time, place and terms of any Sale of all or any portion of the Trust Estate pursuant to Section 6.3 hereof 5.04 shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebybe commercially reasonable. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) Estate pursuant to Section 5.04, any one or more Noteholders (other than Bluegreen or any Affiliates thereof) Noteholder may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale such Sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Outstand ing Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment;. (iic) The Trustee may bid for and acquire any portion of the Indenture Trust Estate securing the Notes in connection with a public sale thereof, and may pay all or part of the purchase price by credit ing against amounts owing on the Notes other amounts secured by this Indenture, all or part of the net proceeds of such Sale after deducting the costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the pro visions of Section 6.07 hereof. The Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addi tion, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction satisfac tion of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofmonies.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 5.04 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless the Note Insurer consents to or directs the Indenture Trustee to make such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof except as permitted under for purposes of this Section 6.3(e) hereof5.17(b). In the absence of a Note Insurer Default, no sale hereunder shall be effective without the consent of the Note Insurer. (c) Unless the Note Insurer has consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee on behalf of the Noteholders, shall prevent such sale and bid an amount (which shall include the Indenture Trustee's right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i1) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii2) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof;, (iii4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (iv5) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The In connection with any Issue of Pass-through Securities, the power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 7.02 is expressly subject to the provisions of Section 7.04. If the conditions for retention of the Trust Estate set forth in Section 7.04 are not satisfied, the power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes Securities and under the Trust Agreement with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any Sale sell to a third party the Trust Estate, or any portion thereof except as permitted under unless: (i) the Holders of all Outstanding Securities consent to or direct the Trustee to make such Sale; or (ii) the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee and the Servicer hereunder, their agents and counsel, and the aggregate Imputed Principal Amount of the Pass-through Securities and interest due or to become due thereon on the Payment Date next succeeding such Sale; o r (iii) the Trustee determines, in its sole discretion, that the conditions for retention of such Trust Estate set forth in Section 6.3(e7.04(a)(i) hereofcannot be satisfied and the Determining Party (66-2/3%) consents to such Sale. (c) In connection with a sale of The Trustee and/or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Notes or claims Holder of any Pass-through Securities may make settlement for interest thereon for credit the purchase price by crediting against amounts any Distributions owing in respect of the amount Pass-through Securities of such Holder that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, be payable thereonafter deducting the reasonable costs, charges and expenses incurred by the NotesTrustee or the Holders, their agents and counsel, in case connection with such Sale. The Pass-through Securities need not be produced in order to complete any such Sale, or in order for the amounts net proceeds of such Sale to be credited against the Distributions in respect of such Pass-through Securities. The Trustee or the Holders of Securities may hold, lease, operate, manage or otherwise deal with any property so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;acquired in any manner permitted by law. (iid) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate its interest, without recourse, representation or warranty warranty, in any portion of the Trust Estate in connection with a sale thereof; (iii) Sale thereof pursuant to the Indenture provisions of this Section 7.12. In addition, the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Holders to transfer and convey the Issuer’s their interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 5.04 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (1) the Holders of Notes representing not less than 50% of the Note Balance of the Notes then Outstanding consent to or direct the Indenture Trustee to make such Sale; or (2) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) hereof5.07, on the Payment Date next succeeding the date of such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). In the absence of a Note Insurer Default, no Sale hereunder shall be effective without the consent of the Note Insurer. (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee on behalf of the Noteholders, shall prevent such sale and bid an amount (which shall include the Indenture Trustee's right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i1) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii2) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof;, (iii4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (iv5) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof this Article VIII shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the The Indenture Trustee shall not not, in any private sale, sell to a third party the Trust Estate, or any portion thereof except unless the Majority Holders direct the Indenture Trustee to make such sale; provided, however, that either (x) such sale does not result in any Note receiving less than all of its outstanding principal, accrued interest to the date of such sale and all other amounts due and owing to the related Noteholders as permitted under Section 6.3(eof the date of such sale, and the Indenture Trustee and the Backup Servicer receive all amounts owed them or (y) hereof100% of the Holders have consented to such sale. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen The Indenture Trustee or any Affiliates thereof) Noteholder may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public or private sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such sale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee or the Noteholders in connection with such sale. The Notes need not be produced in order to complete any such sale, or in order for the net proceeds of such sale to be payable thereon, and credited against the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to . The Indenture Trustee or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no . No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; 60 (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect To the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required extent permitted by applicable law, the Indenture Trustee shall not in any private sale sell to a third party the Trust Estate, or any portion thereof except as permitted unless, (i) the Note Purchaser and the Majority Noteholders consent to or direct the Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of (x) all amounts due on the entire unpaid principal amount of the Notes and interest due or to become due thereon in accordance with Section 5.6 hereof on the Settlement Date next succeeding the date of such sale and (y) all amounts due the Note Purchaser from the Issuer under Section 6.3(ethe Basic Documents. (b) hereofFor any public sale of the Trust Estate, the Trustee shall have provided the Note Purchaser and the Noteholders with notice of such sale at least two weeks in advance of such sale which notice shall specify the date, time and location of such sale. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one the Note Purchaser or more the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereofx) the Noteholders may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Note or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the NotesNote so delivered shall be cancelled and extinguished except that, in case the amounts so payable thereon shall be less than the amount due thereon, such Notes shall be returned to the Noteholders after being appropriately stamped to show such partial paymentpayment and (y) the Note Purchaser may, in paying the purchase money therefor, set-off against any amount owed to it by the Issuer under the Basic Documents; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof;; and (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;. (ivd) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Certificates shall have been sold or all amounts payable on the Notes Certificates and under this Agreement with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof except as permitted unless: (i) MBIA, or if an MBIA Default or Termination has occurred the Controlling Holders, consent in writing to or directs the Trustee to make such Sale; or (ii) if an MBIA Default or Termination has occurred, the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee hereunder and the Outstanding Principal Amount of the Certificates of the Controlling Class and interest due or to become due thereon on the Payment Date next succeeding such Sale, together with any amount owing to MBIA under Section 6.3(e) hereofthe Insurance Agreement. (c) In connection with a sale of The Trustee, MBIA or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) Certificateholders may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Notes Certificateholder may make settlement for the purchase price by crediting against amounts owing on the Certificates of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Agreement, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Trustee, MBIA or the Certificateholders in connection with such Sale. The Certificates need not be payable thereonproduced in order to complete any such Sale, and or in order for the Notesnet proceeds of such Sale to be credited against the Certificates. The Trustee, MBIA or the Certificateholders may hold, lease, operate, manage or otherwise deal with any property so acquired in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;any manner permitted by law. (iid) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Transferor to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale or other disposition (a “Sale”) of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof is expressly subject to the provisions of Sections 5.05 and 5.11(b) hereof and this Section 5.15. The power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes Notes, under this Indenture and under the Insurance Policy shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Indenture Trustee, with the consent of the Insurer (which consent shall not be required if a Insurer Default exists), hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable law, the The Indenture Trustee shall not in any private Sale sell to a third party the Trust Estate, or any portion thereof, unless (1) the Insurer, unless an Insurer Default exists, or the Holders of all Notes, if no Insurer Default exists, consent to or direct the Indenture Trustee to make, such Sale, or (2) the proceeds of such Sale would be not less than the entire amount which would be payable to the Noteholders under the Notes, the Insurer in respect to amounts drawn under the Insurance Policy and any other amounts due to the Insurer under the Insurance Agreement, in full payment thereof except in accordance with Section 5.02 hereof, on the Payment Date next succeeding the date of such Sale, or (3) the Indenture Trustee determines that the conditions for retention of the Trust Estate set forth in Section 5.05 hereof cannot be satisfied (in making any such determination, the Indenture Trustee may rely upon an opinion of an Independent investment banking firm obtained and delivered as permitted under provided in Section 6.3(e) 5.05 hereof), and the Insurer consents to such Sale, or if a Insurer Default exits, the Holders of Notes representing at least 100% of the Note Principal Balances of the Notes consent to such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or other disposition thereof for purposes of this Section 5.15(b). (c) [reserved] (d) In connection with a sale Sale of all or any portion of the Trust Estate:, (i1) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds of such sale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii2) the Indenture Trustee, with the consent of the Insurer so long as no Insurer Default exists may, but is in no event obligated to, bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable law in connection therewith, may purchase all or any portion of the Trust Estate in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Holders of the Notes and Holders of Certificates and amounts distributable to the Insurer as a result of such Sale in accordance with Section 5.04(b) hereof on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance conveyance, prepared by the Servicer transferring Issuer and satisfactory to the Indenture Trustee’s , transferring its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (iv5) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofmonies.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Base Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Majority Noteholders of all Outstanding Series have otherwise provided its written consent to the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Base Indenture, mannerand subject to Xxxxxx Xxx Requirements, timeif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, place and terms any proceeds received by the Indenture Trustee with respect to a foreclosure, sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (viallocated in accordance with Section 4.5(a)(2) none of Bluegreen or its Affiliates may bid for and purchase hereof. The amount, if any, so allocated to the Timeshare Loans offered for sale Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Base Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of the any portion of any Series Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of such Series Trust Estate remaining unsold, but shall continue unimpaired until the entire Series Trust Estate securing such Series shall have been sold or all amounts payable on the Notes of such Series and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Series Trust EstateEstate of any Series, or any portion thereof except as permitted under Section 6.3(eunless: (i) hereofthe Holders of not less than 66-2/3% in principal amount of the Controlling Class of Notes Outstanding of the affected Series, consent to or direct the Trustee to make such Sale; or (ii) the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee hereunder and the entire unpaid principal amount of the Notes of such Series and interest due or to become due thereon on the Payment Date next succeeding such Sale. (c) In connection with a sale of The Trustee or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleacquire any portion of a Series Trust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such sale, Sale to which such Holder would be payable thereon, entitled in accordance with the priorities set forth in Section 6.08 and the Notesrelated Series Supplement, in case after deducting the amounts so payable thereon shall be less than reasonable costs, charges and expenses incurred by the amount due thereon, shall be returned to Trustee or the Noteholders after being appropriately stamped in connection with such Sale. Such Notes need not be produced in order to show complete any such partial payment;Sale, or in order for the net proceeds of such Sale to be credited against such Notes. The Trustee or such Noteholders may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the any Series Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the such Series Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of the all or any portion of any Series Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.3(d) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereofthereof unless consented to by a majority of the Noteholders) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s 's interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s 's interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and. (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof, unless consented to by a majority of the Noteholders.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;; 60 (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.3(d) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s 's interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s 's interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofabove.

Sale of Trust Estate. (a) The power to effect the any public or private sale of any portion of the Trust Estate for any Series pursuant to Section 6.3 hereof 5.04 shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until either the entire Trust Estate for any Series shall have been sold or all amounts payable on the Notes Bonds of such Series and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Subject to the related Terms Indenture, the Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale by public announcement made at the time and place of such sale. Subject to the related Terms Indenture, the Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 6.07 of this Indenture. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the The Indenture Trustee shall execute and deliver an appropriate instrument instrument(s) of conveyance prepared by the Servicer transferring (without recourse against the Indenture Trustee’s ) transferring its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate for any Series in connection with a sale thereof; (iii) thereof pursuant to Section 5.04. In addition, the Indenture Trustee is hereby irrevocably appointed the an agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s 's interest in any portion of the Trust Estate for any Series in connection with a sale thereofthereof pursuant to Section 5.04, and to take all action necessary to effect such sale; (iv) no . No purchaser or transferee at such a sale shall be bound have any obligation to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (vc) the method, manner, time, place and terms Any sale of any sale portion of the Trust Estate for any Series (i) shall be commercially reasonable; made in compliance with all applicable laws and , in the case of Pledged Mortgage-Backed Securities, the terms of such Pledged Mortgage-Backed Securities and the respective agreements pursuant to which they were issued and (viii) none of Bluegreen or its Affiliates shall be subject to such additional restrictions and conditions as may bid for and purchase be set forth in the Timeshare Loans offered for sale by the related Terms Indenture. The Indenture Trustee in Section 6.16(c)(i) hereofmay use an agent to conduct any such sale on its behalf and the expenses of such agent shall be paid out of the proceeds received.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Base Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Majority Noteholders of all Outstanding Series have otherwise provided its written consent to the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Base Indenture, mannerand subject to Xxxxxx Xxx Requirements, timeif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, place and terms any proceeds received by the Indenture Trustee with respect to a foreclosure, sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (viallocated in accordance with Section 4.5(a)(4) none of Bluegreen or its Affiliates may bid for and purchase hereof. The amount, if any, so allocated to the Timeshare Loans offered for sale Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Base Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party (i) the Trust EstateEstate unless the provisions of Section 6.04 are satisfied, or (ii) any portion thereof except as permitted under Section 6.3(eunless: (i) hereofthe Note Insurer, or if a Note Insurer Default has occurred the Holders of all Outstanding Notes, consents in writing to or directs the Indenture Trustee to make such Sale; or (ii) if a Note Insurer Default has occurred, the proceeds of such Sale would not be less than the sum of all amounts due to the Indenture Trustee hereunder and the Outstanding Principal Amount of all Notes and interest due or to become due thereon on the Payment Date next succeeding such Sale. (c) In connection with a sale of The Indenture Trustee, the Trust Estate: (i) any one Note Insurer or more the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee, the Note Insurer or the Noteholders in connection with such Sale. The Notes need not be payable thereonproduced in order to complete any such Sale, and or in order for the net proceeds of such Sale to be credited against the Notes. The Indenture Trustee, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to Note Insurer or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale or other disposition (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 5.04 is expressly subject to the provisions of Section 5.05 and this Section 5.15. The power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture and under the Insurance Agreement shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable lawOther than pursuant to Section 5.15(e) below, the Indenture Trustee shall not in any private Sale sell to a third party the Trust Estate, or any portion thereof, unless: (1) the Holders of all Notes (with the prior written consent of the Credit Enhancer) or the Credit Enhancer consents to, or direct the Indenture Trustee to make or the Indenture Trustee may make (with the consent of the Credit Enhancer and all Holders of the Notes), such Sale, or (2) the proceeds of such Sale would be not less than the entire amount which would be payable to the Noteholders under the Notes, the Certificateholders under the Certificates and the Credit Enhancer in respect of amounts drawn under the Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement, in full payment thereof except in accordance with Section 5.02, on the Payment Date next succeeding the date of such Sale, or (3) the Indenture Trustee determines, in its sole discretion, that the conditions for retention of the Trust Estate set forth in Section 5.05 cannot be satisfied (in making any such determination, the Indenture Trustee may rely upon an opinion of an Independent investment banking firm obtained and delivered as permitted under provided in Section 6.3(e) hereof5.05), and the Credit Enhancer consents in writing to such Sale, and the Holders representing at least 66-2/3% of the Security Balances of the Notes consent to such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or other disposition thereof for purposes of this Section 5.15(b). (c) Unless the Holders and the Credit Enhancer have otherwise consented or directed the Indenture Trustee, at any public Sale (other than pursuant to Section 5.15(e) below) of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall bid an amount at least $1.00 more than the highest other bid. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i1) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and with the consent of the Credit Enhancer purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds of such sale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii2) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable law in connection therewith, may purchase all or any portion of the Trust Estate in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Holders of the Notes and Holders of Certificates and amounts owing to the Credit Enhancer as a result of such Sale in accordance with Section 5.04(b) on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (iv5) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) On the methodfifth Business Day prior to the Auction Payment Date, manner, time, place and terms the Auction Administrator shall effectuate the auction contemplated by Section 8.04(a) of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofthis Indenture.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate securing the Notes pursuant to Section 6.3 hereof 5.3 shall not be exhausted by any one or more Sales as to any portion of such Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. All Sales shall be conducted in accordance with the California Uniform Commercial Code. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided, however, that such waiver shall not affect the Trustee's right to receive reasonable compensation as set forth in Section 6.7, for the providing by the Trustee of ordinary services as Trustee under this Indenture. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, ; and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any moneys;. (vc) The Trustee's right to seek and recover judgment on the method, manner, time, place and terms Notes or under this Indenture shall not be affected by the seeking or obtaining of or application for any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the Holders shall be impaired by the recovery of any sale judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate shall be commercially reasonable; and (vi) none or upon any of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by assets of the Indenture Trustee in Section 6.16(c)(i) hereofIssuer.

Sale of Trust Estate. (a) The power to effect To the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required extent permitted by applicable law, the Indenture Trustee shall not in any private sale sell to a third party the Trust Estate, or any portion thereof except as permitted under unless, (i) the Noteholder consents to or directs the Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of all amounts due on the entire unpaid principal amount of the Note and interest due or to become due thereon in accordance with Section 6.3(e5.6 hereof on the Settlement Date next succeeding the date of such sale. (b) hereofFor any public sale of the Trust Estate, the Trustee shall have provided the Noteholder with notice of such sale at least two weeks in advance of such sale which notice shall specify the date, time and location of such sale. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) the Noteholder may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any the Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Note or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the NotesNote, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Noteholder after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof;; and (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;. (ivd) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 5.03 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 5.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof[Reserved]. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) the Owner may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; provided, however, that the Owner may irrevocably waive its option to bid for and purchase the property offered for sale by delivering a waiver letter to the Indenture Trustee; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture TrusteeIssuer’s interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.. ARTICLE VI

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.3(d) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s 's interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s 's interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the The method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and. (vi) none None of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofabove.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(eunless: (i) hereofthe Holders of not less than all of the Outstanding Notes consent to or direct the Trustee to make such Sale; or (ii) the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee hereunder and the entire unpaid principal amount of the Notes and interest due or to become due thereon on the Payment Date next succeeding such Sale. (c) In connection with If the Trustee sells the Trust Estate in a public sale and the proceeds of such sale will not be sufficient to pay the entire amount of principal of and interest on the Notes, such sale must be consented to by the Holders of not less than 66-2/3% of the Trust Estate:principal amount of the Notes Outstanding of each Class of Notes; provided, however, that if the principal amount of the Notes Outstanding exceeds the Aggregate Collateral Value, then no consent shall be required from the Holders of any Class of Notes whose Notes are not supported by an amount of Collateral Value that equals or exceeds the principal amount of the Notes of such Class (assuming that the Aggregate Collateral Value first supports the Class A-1 Notes, then the Class A-2 Notes, then the Class B Notes, and then the Class C Notes). (id) any one The Trustee or more the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Trustee or the Noteholders in connection with such Sale. The Notes need not be payable thereonproduced in order to complete any such Sale, and or in order for the net proceeds of such Sale to be credited against the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to . The Trustee or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iie) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (vf) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale or other disposition (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof is expressly subject to the provisions of Section 5.05 hereof and this Section 5.15. The power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes Bonds and under this Indenture and under the Insurance Agreement shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee with the consent of the Bond Insurer, so long as no Bond Insurer Default exists, may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable law, the The Indenture Trustee shall not in any private Sale sell to a third party the Trust Estate, or any portion thereof, unless (1) the Bond Insurer or, if a Bond Insurer Default exists, the Holders of all Bonds, consent to or direct the Indenture Trustee to make, such Sale, or (2) unless the Bond Insurer otherwise consents, the proceeds of such Sale would be not less than the entire amount which would be payable to the Bondholders under the Bonds and the Bond Insurer in respect of amounts drawn under the Bond Insurance Policy and any other amounts due to the Bond Insurer under the Insurance Agreement, in full payment thereof except in accordance with Section 5.02 hereof, on the Payment Date next succeeding the date of such Sale, or (3) The Indenture Trustee determines with the consent of the Bond Insurer, so long as permitted under no Bond Insurer Default exists, that the conditions for retention of the Trust Estate set forth in Section 6.3(e) 5.05 hereof cannot be satisfied (in making any such determination, the Indenture Trustee may rely upon an opinion of an Independent investment banking firm obtained and delivered as provided in Section 5.05 hereof), and the Bond Insurer consents to such Sale, or if a Bond Insurer Default exists, the Holders of Bonds representing at least 66- 2/3% of the Bond Principal Balances of the Bonds consent to such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or other disposition thereof for purposes of this Section 5.15(b). (c) Unless the Bond Insurer or, if a Bond Insurer Default exists, the Holders of Bonds representing at least 66-2/3% of the Bond Principal Balances of the Bonds have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall bid an amount at least $1.00 more than the highest other bid. (d) In connection with a sale Sale of all or any portion of the Trust Estate:, (i1) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Bonds may bid for and with the consent of the Bond Insurer purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Bonds or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notessuch Bonds, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii2) the Indenture Trustee, with the consent of the Bond Insurer, so long as no Bond Insurer Default exists, may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable law in connection therewith, may purchase all or any portion of the Trust Estate in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Holders of the Bonds and Holders of Certificates and amounts owing to the Bond Insurer as a result of such Sale in accordance with Section 5.04(b) hereof on the Payment Date next succeeding the date of such Sale and (B) the reasonable expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Bonds in order to complete any such Sale or in order for the net Sale price to be credited against such Bonds, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereofSale there of; (iii4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (iv5) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofmonies.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 6.03 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.03(e) hereof. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) the Owner may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; provided, however, that the Owner may irrevocably waive its option to bid for and purchase the property offered for sale by delivering a waiver letter to the Indenture Trustee; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture TrusteeIssuer’s interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact attorney‑in‑fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.. ARTICLE VII KL2 2817472.7

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Certificates shall have been sold or all amounts payable on the Notes Certificates and under this Agreement with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof except as permitted unless: (i) MBIA, or if an MBIA Default or Termination has occurred the Controlling Holders, consent in writing to or directs the Trustee to make such Sale; or (ii) if an MBIA Default or Termination has occurred, the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee hereunder and the Certificate Balance of the Class of Certificates held by the Controlling Holders and interest due or to become due thereon on the Payment Date next succeeding such Sale, together with any amount owing to MBIA under Section 6.3(e) hereofthe Insurance Agreement. (c) In connection with a sale of The Trustee, MBIA or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) Certificateholders may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Notes Certificateholder may make settlement for the purchase price by crediting against amounts owing on the Certificates of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Agreement, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Trustee, MBIA or the Certificateholders in connection with such Sale. The Certificates need not be payable thereonproduced in order to complete any such Sale, and or in order for the Notesnet proceeds of such Sale to be credited against the Certificates. The Trustee, MBIA or the Certificateholders may hold, lease, operate, manage or otherwise deal with any property so acquired in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;any manner permitted by law. (iid) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Transferor to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The In connection with any Issue of Debt Securities, the power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 6.04 is expressly subject to the provisions of Section 6.05. If the conditions for retention of the Trust Estate set forth in Section 6.05 are not satisfied, the power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes Securities and under the Trust Agreement with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any Sale sell to a third party the Trust Estate, or any portion thereof except as permitted under unless: (i) the Holders of all Outstanding Securities consent to or direct the Trustee to make such Sale; or (ii) the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee and the Servicer hereunder, their agents and counsel, and the entire unpaid principal amount of the Debt Securities and interest due or to become due thereon on the Payment Date next succeeding such Sale; or (iii) the Trustee determines, in its sole discretion, that the conditions for retention of such Trust Estate set forth in Section 6.3(e6.05(a)(i) hereofcannot be satisfied and the Determining Party (66-2/3%) consents to such sale. (c) In connection with a sale of The Trustee and/or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Notes or claims Holder of any Debt Securities may make settlement for interest thereon for credit in the amount purchase price by crediting against amounts owing on the Debt Securities of such Holder that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, be payable thereonafter deducting the reasonable costs, charges and expenses incurred by the NotesTrustee or the Holders, their agents and counsel, in case connection with such Sale. The Debt Securities need not be produced in order to complete any such Sale, or in order for the amounts net proceeds of such Sale to be credited against the Debt Securities. The Trustee or the Holders of Securities may hold, lease, operate, manage or otherwise deal with any property so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;acquired in any manner permitted by law. (iid) In connection with any Issue of Debt Securities, the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate its interest, without recourse, representation or warranty warranty, in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Company to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any public or private sale of any portion of the Trust Estate pursuant to Section 6.3 4.04 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until either the entire Trust Estate shall have been sold or all amounts payable on the Notes Bonds and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale by public announcement made at the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 5.04 of this Indenture. (b) Unless required by applicable law, the The Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof, unless: (i) the Holders of Bonds representing more than 50% of the Bond Principal Balance of the Outstanding Bonds consent to, or direct the Indenture Trustee to make, such sale; or (ii) the proceeds of such sale would be not less than the entire amount which would be payable to the Holders of the Bonds, in full payment thereof, in accordance with Section 4.05, on the Payment Date next succeeding the date of such sale. The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee to purchase all or any portion of the Trust Estate at any sale, public or private, and the purchase by the Indenture Trustee of all or any portion of the Trust Estate at any sale shall not be deemed a sale or disposition thereof except as permitted under for purposes of this Section 6.3(e) hereof4.15(b). (c) Unless the Holders of all Outstanding Bonds have otherwise consented or directed the Indenture Trustee, at any sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 4.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall in accordance with paragraph (ii) of subsection (d) of this Section 4.15 bid an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate. (d) In connection with a sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Bonds may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Bonds or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notessuch Bonds, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for sale in connection with any sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross sale price against the sum of (A) the amount which would be distributable to the Holders of the Bonds as a result of such sale in accordance with Section 4.05 on the Payment Date next succeeding the date of such sale and (B) the expenses of the sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Bonds in order to complete any such sale or in order for the net sale price to be credited against such Bonds, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver deliver, without recourse, representation or warranty, an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s 's interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;; and (ivv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofmonies.

Sale of Trust Estate. (a) The power to effect the any sale or other disposition (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 5.04 hereof is expressly subject to the provisions of Section 5.05 hereof and this Section 5.15. The power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes Bonds and under this Indenture and under the Insurance Agreement shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee with the consent of the Bond Insurer, so long as no Bond Insurer Default exists, may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable law, the The Indenture Trustee shall not in any private Sale sell to a third party the Trust Estate, or any portion thereof, unless (1) the Bond Insurer or, if a Bond Insurer Default exists, the Holders of all Bonds, consent to or direct the Indenture Trustee to make, such Sale, or (2) unless the Bond Insurer otherwise consents, the proceeds of such Sale would be not less than the entire amount which would be payable to the Bondholders under the Bonds and the Bond Insurer in respect of amounts drawn under the Bond Insurance Policy and any other amounts due to the Bond Insurer under the Insurance Agreement, in full payment thereof except in accordance with Section 5.02 hereof, on the Payment Date next succeeding the date of such Sale, or (3) The Indenture Trustee determines with the consent of the Bond Insurer, so long as permitted under no Bond Insurer Default exists, that the conditions for retention of the Trust Estate set forth in Section 6.3(e) 5.05 hereof cannot be satisfied (in making any such determination, the Indenture Trustee may rely upon an opinion of an Independent investment banking firm obtained and delivered as provided in Section 5.05 hereof), and the Bond Insurer consents to such Sale, or if a Bond Insurer Default exists, the Holders of Bonds representing at least 66-2/3% of the Bond Principal Balances of the Bonds consent to such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or other disposition thereof for purposes of this Section 5.15(b). (c) Unless the Bond Insurer or, if a Bond Insurer Default exists, the Holders of Bonds representing at least 66- 2/3% of the Bond Principal Balances of the Bonds have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall bid an amount at least $1.00 more than the highest other bid. (d) In connection with a sale Sale of all or any portion of the Trust Estate:, (i1) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Bonds may bid for and with the consent of the Bond Insurer purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Bonds or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notessuch Bonds, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii2) the Indenture Trustee, with the consent of the Bond Insurer, so long as no Bond Insurer Default exists, may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable law in connection therewith, may purchase all or any portion of the Trust Estate in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Holders of the Bonds and Holders of Certificates and amounts owing to the Bond Insurer as a result of such Sale in accordance with Section 5.04(b) hereof on the Payment Date next succeeding the date of such Sale and (B) the reasonable expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Bonds in order to complete any such Sale or in order for the net Sale price to be credited against such Bonds, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (iv5) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofmonies.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(eunless: (i) hereofthe Holders of not less than 66-2/3% in principal amount of Notes Outstanding, consent to or direct the Trustee to make such Sale; or (ii) the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee hereunder and the entire unpaid principal amount of the Notes and interest due or to become due thereon on the Payment Date next succeeding such Sale. (c) In connection with a sale of The Trustee or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, be payable thereonafter deducting the reasonable costs, charges and expenses incurred by the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to Trustee or the Noteholders after being appropriately stamped in connection with such Sale. The Notes need not be produced in order to show complete any such partial payment;Sale, or in order for the net proceeds of such Sale to be credited (iid) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under the Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof except as permitted unless: (i) MBIA, or if an MBIA Default has occurred the Holders of all Outstanding Notes, consent to or direct the Indenture Trustee to make such Sale; or (ii) if an MBIA Default has occurred, the proceeds of such Sale would not be less than the sum of all amounts due to the Indenture Trustee hereunder and the Outstanding Principal Amount of all notes and interest due or to become due thereon on the Payment Date next succeeding such Sale together with any amounts owing to MBIA under Section 6.3(e) hereofthe Insurance Agreement. (c) In connection with a sale of The Indenture Trustee, MBIA or the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in other amounts owing to such Holder secured by the amount Indenture, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee, MBIA or the Noteholders in connection with such Sale. The Notes need not be payable thereonproduced in order to complete any such Sale, and or in order for the net proceeds of such Sale to be credited against the Notes. The Indenture Trustee, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to MBIA or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 5.04 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Holders of Notes representing not less than 50% of the Note Balance of the Notes then Outstanding consent to or direct the Indenture Trustee to make such Sale; or (ii) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof except as permitted under in accordance with Section 6.3(e) hereof5.07, on the Payment Date next succeeding the date of such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). In the absence of a Note Insurer Default, no sale hereunder shall be effective without the consent of the Note Insurer. (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee, acting in its capacity as Indenture Trustee on behalf of the Noteholders and the Note Insurer, shall prevent such sale and bid an amount (which shall include the Indenture Trustee's right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the highest other bid in order to preserve the Trust Estate on behalf of the Noteholders and the Note Insurer. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one Holder or more Noteholders (other than Bluegreen or any Affiliates thereof) Holders of Notes may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be payable to the Holders of the Notes as a result of such Sale in accordance with Section 5.07 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) To the extent permitted by applicable law, the Trustee shall not in any private sale sell to a third party the Collateral, or any portion thereof pursuant to Section 5.4(a)(iv) unless, (i) the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class consent to or direct the Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of (x) all amounts due on the entire unpaid principal amount of each class of Notes and interest due or to become due thereon in accordance with Section 5.6(a) hereof on the Settlement Date next succeeding the date of such sale and (y) all amounts due the Note Purchasers and the Noteholders under the Basic Documents. The power Trustee shall act upon the direction of the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class pursuant to effect Section 5.16(a)(i) without giving consideration to whether the proceeds of any such sale shall be sufficient to pay amounts due and owing to the Class B Note Purchasers and the Class B Noteholders pursuant to the Basic Documents. (b) To the extent permitted by applicable law, the Trustee shall not in any private sale sell to a third party the Pledged Subordinate Securities, or any portion thereof pursuant to Section 5.4(b)(iii) unless, (i) the Class B Note Purchasers and the Class B Majority Noteholders consent to or direct the Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of (x) all amounts due on the entire unpaid principal amount of the Class B Notes and interest due or to become due thereon in accordance with Section 5.6(b) hereof on the Settlement Date next succeeding the date of such sale and (y) all amounts due the Class B Note Purchasers and the Class B Noteholders under the Basic Documents. (c) To the extent permitted by applicable law and subject to the prior Lien Granted pursuant to Granting Clause I of this Indenture and to the terms and provisions of the Intercreditor Agreement, the Bear Indenture Trustee shall not in any private sale sell to a third party the UBS Cross Collateral, or any portion thereof pursuant to Section 5.4(c)(iii) unless, (i) the Class B note purchasers and the Class B majority noteholders under the Bear Basic Documents consent to or direct the Bear Indenture Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of (x) all amounts due on the entire unpaid principal amount of the Class B notes under the Bear Basic Documents and interest due or to become due thereon in accordance with Section 5.6(b) hereof on the Settlement Date next succeeding the date of such sale and (y) all amounts due the Class B note purchasers and the Class B noteholders under the Bear Basic Documents. (d) For any public sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until 5.4(a)(iv) or 5.4(b)(iii), the entire Trust Estate Trustee shall have been sold or all amounts payable on provided the Notes applicable Note Purchasers, the applicable Noteholders and the Bear Indenture Trustee, if applicable, with notice of such sale at least two weeks in advance of such sale which notice shall have been paid or losses allocated thereto specify the date, time and borne therebylocation of such sale. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone For any public sale by public announcement made of the Trust Estate pursuant to Section 5.4(c)(iii), the Bear Indenture Trustee shall have provided the Class B note purchasers and the Class B noteholders under the Bear Basic Documents with notice of such sale at least two weeks in advance of such sale which notice shall specify the date, time and place location of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (ce) In connection with a sale of all or any portion of the Trust Estate:Collateral pursuant to Section 5.4(a)(iv): (i) any one or more Noteholders (other than Bluegreen Note Purchaser or any Affiliates thereof) Noteholder may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and (x) any Noteholder (other than Bluegreen or any Affiliates thereof) of the Highest Priority Class may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Note of the Highest Priority Class or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the NotesNote of the Highest Priority Class so delivered shall be cancelled and extinguished except that, in case the amounts so payable thereon shall be less than the amount due thereon, such Note shall be returned to the Noteholders related Noteholder after being appropriately stamped to show such partial paymentpayment and (y) the Controlling Note Purchaser may, in paying the purchase money therefor, set-off against any amount owed to it by the Issuer under the Basic Documents; (ii) the Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a sale thereof; and (iii) the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale. (f) In connection with a sale of all or any portion of the Pledged Subordinate Securities pursuant to Section 5.4(b)(iii): (i) any Class B Note Purchaser or any Class B Noteholder may bid for and purchase the property offered for sale, and may hold, retain, possess and dispose of such property, without further accountability, and (x) any Class B Noteholder may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Class B Note or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Class B Note so delivered shall be cancelled and extinguished except that, in case the amounts so payable thereon shall be less than the amount due thereon, such Class B Note shall be returned to the related Class B Noteholder after being appropriately stamped to show such partial payment and (y) any Class B Note Purchaser may, in paying the purchase money therefor, set-off against any amount owed to it under the Basic Documents; (ii) the Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Pledged Subordinate Securities in connection with a sale thereof; and (iii) the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Pledged Subordinate Securities in connection with a sale thereof, and to take all action necessary to effect such sale. (g) In connection with a sale of all or any portion of the UBS Cross Collateral pursuant to Section 5.4(c)(iii), subject to the prior Lien Granted pursuant to Granting Clause I of this Indenture and to the terms and provisions of the Intercreditor Agreement: (i) any Class B note purchaser or any Class B noteholder under the Bear Basic Documents may bid for and purchase the property offered for sale, and may hold, retain, possess and dispose of such property, without further accountability, and (x) any Class B noteholder under the Bear Basic Documents may, in paying the purchase money therefor, deliver in lieu of cash any outstanding Class B note issued under the Bear Basic Documents or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Class B note so delivered shall be cancelled and extinguished except that, in case the amounts so payable thereon shall be less than the amount due thereon, such Class B note shall be returned to the related Class B noteholder after being appropriately stamped to show such partial payment and (y) any Class B note purchaser under the Bear Basic Documents may, in paying the purchase money therefor, set-off against any amount owed to it under the Bear Basic Documents; (ii) the Bear Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate UBS Cross Collateral in connection with a sale thereof;; and (iii) the Bear Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate UBS Cross Collateral in connection with a sale thereof, and to take all action necessary to effect such sale;. (ivh) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate pursuant to Section 5.4(a)(iv), Section 5.4(b)(iii) or Section 5.4(c)(iii) or otherwise shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate securing a Series pursuant to Section 6.3 hereof 6.04 shall not be exhausted by any one or more Series as to any portion of such Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Bonds of such Series shall have been sold or all amounts payable on the Notes Bonds of such Series and under this Standard Provisions Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) Unless required by applicable law, the Indenture The Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate securing a Series of Bonds in connection with a public Sale thereof, and upon compliance with may pay all or part of the terms of sale may hold, retain, and possess and dispose purchase price by crediting against amounts owing on the Bonds of such propertySeries or other amounts secured by this Standard Provisions Indenture, without further accountability, and any Noteholder (other than Bluegreen all or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution part of the net proceeds of such saleSale after deducting the costs, charges and expenses incurred by the Trustee in connection with such Sale. The Bonds of such Series need not be payable thereonproduced in order to complete any such Sale, and or in order for the Notesnet proceeds of such Sale to be credited against the Bonds of such Series. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;any manner permitted by law. (iic) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 hereof 9.11 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Agreement with respect thereto, and all Note Insurer Obligations shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Controlling Party shall consent to, or direct the Trustee to make such Sale; or (ii) to the extent that an Insurer Default is then in effect, the proceeds of such Sale would be not less than the sum of all amounts due to the Trustee hereunder and the entire amount which would be distributable to the Note Insurer and the Noteholders, in full payment thereof except as permitted under in accordance with Section 6.3(e) hereof9.14, on the Payment Date next succeeding the date of such Sale, together with any amounts then owing to the Note Insurer. The purchase by the Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 9.24(b). (c) Unless the Controlling Party has otherwise consented or directed the Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 9.24 has not been established by the Trustee and no Person bids an amount equal to or greater than such amount, the Trustee shall prevent such sale and bid an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one of the Noteholders or more Noteholders (other than Bluegreen or any Affiliates thereof) the Note Insurer may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu any of cash any Outstanding the Notes or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds Net Proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Noteholders and the Note Insurer as a result of such Sale in accordance with Section 9.14 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and/or the Note Insurer Obligations, and any property so acquired by the Trustee shall be held and dealt with by it in accordance with the provisions of this Agreement; (iii) the Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof;; -80- 88 (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (ve) Notwithstanding anything in this Agreement to the methodcontrary, mannerif an Event of Default specified in Section 9.08(a) is the Event of Default, or one of the Events of Default, on the basis of which the Notes have been declared due and payable, then the Trustee shall, at the direction of the Controlling Party, sell the Trust Estate without compliance with this Section 9.24. (f) This Section 9.24(f) only applies during such time as the Rating Agency has rated the financial strength of the Note Insurer below BBB-. If, during such time, place an Event of Default has occurred and terms is continuing, then notwithstanding any provision of any sale this Agreement to the contrary, the Note Insurer hereby agrees that the Noteholders with Voting Interests in excess of 50% of all outstanding Voting Interests shall have the right to direct the Trustee to sell all or substantially all the Trust Estate pursuant to this Agreement and applicable law, whether or not the Note Insurer is the Controlling Party at such time. If the Note Insurer is the Controlling Party, then it shall direct the Trustee to effect such a Sale of all or substantially all of the Trust Estate shall be commercially reasonable; and (vi) none promptly upon receiving written direction to do so from the Noteholders with Voting Interests in excess of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof50% of all outstanding Voting Interests.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant to Section 6.3 hereof 9.11 shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Agreement with respect thereto, and all Note Insurer Obligations, shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party or otherwise dispose of the Trust Estate, or any portion thereof, unless: (i) the Controlling Party shall consent to, or direct the Trustee to make such Sale; or (ii) to the extent that an Insurer Default is then in effect, the proceeds of such Sale would be not less than the sum of all amounts due to the Trustee hereunder and the entire amount which would be distributable to the Note Insurer and the Noteholders, in full payment thereof except as permitted under in accordance with Section 6.3(e) hereof9.14, on the Payment Date next succeeding the date of such Sale, together with any amounts then owing to the Note Insurer. The purchase by the Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 9.24(b). (c) Unless the Controlling Party has otherwise consented or directed the Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 9.24 has not been established by the Trustee and no Person bids an amount equal to or greater than such amount, the Trustee shall prevent such sale and bid an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate. (d) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one of the Noteholders or more Noteholders (other than Bluegreen or any Affiliates thereof) the Note Insurer may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu any of cash any Outstanding the Notes or claims for interest thereon for credit in lieu of cash up to the amount that which shall, upon distribution of the net proceeds Net Proceeds of such saleSale, be payable thereon, and the such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Noteholders and the Note Insurer as a result of such Sale in accordance with Section 9.14 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and/or the Note Insurer Obligations, and any property so acquired by the Trustee shall be held and dealt with by it in accordance with the provisions of this Agreement; (iii) the Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (ve) Notwithstanding anything in this Agreement to the methodcontrary, mannerif an Event of Default specified in Section 9.08(a) is the Event of Default, timeor one of the Events of Default, place on the basis of which the Notes have been declared due and terms payable, then the Trustee shall, at the direction of any sale of the Controlling Party, sell the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in without compliance with this Section 6.16(c)(i) hereof.9.24. [*]

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.3 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale.Trustee (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not in any private Sale sell to a third party the Trust Estate, or any portion thereof except as permitted thereof, to a third party unless: (i) the Bond Insurer, or if a Bond Insurer Default has occurred and is continuing the Holders of all Outstanding Notes, consent to or direct the Indenture Trustee to make such Sale; or (ii) if a Bond Insurer Default has occurred and is continuing, the proceeds of such Sale would not be less than the sum of all amounts due to the Indenture Trustee hereunder and the entire unpaid principal amount of the Notes and interest due or to become due thereon on the Payment Date next succeeding such Sale together with any amounts owing to the Bond Insurer under Section 6.3(e) hereofthe Insurance Agreement. (c) In connection with a sale of The Indenture Trustee, the Trust Estate: (i) any one Bond Insurer or more the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may holdand, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such saleSale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee, the Bond Insurer or the Noteholders in connection with such Sale. The Notes need not be payable thereonproduced in order to complete any such Sale, and or in order for the net proceeds of such Sale to be credited against the Notes. The Indenture Trustee, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to Bond Insurer or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, Sale thereof and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale Sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Majority Noteholders of all Outstanding Notes have otherwise provided its written consent to the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (vi) none allocated on a pro rata basis among the Outstanding Series of Bluegreen or its Affiliates may bid for Notes based on their respective Series Invested Amounts, which such funds allocated to a Series shall be allocated to pay interest sequentially on the Classes within such Series, and purchase the Timeshare Loans offered for sale remainder shall be distributed to the Depositor as holder of the Owner Trust Certificate. The amount, if any, so allocated to the Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale.. 58 (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof6.12, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof6.3(d). (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) the owners of the beneficial interests in the Issuer may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof;, (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the The method, manner, time, place and terms of any, sale of all or any sale portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.3(d) hereof. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen of the Noteholders, the Purchasers or any Affiliates thereof) the owners of the beneficial interests in the Issuer may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof;, (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the method, manner, time, place and terms of any, sale of all or any sale portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.. KL2 2787938.7

Sale of Trust Estate. (a) The power to effect the any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof this Article IX shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee Trustee, acting on its own or through an agent, may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the The Indenture Trustee shall not not, in any private sale, sell to a third party the Trust Estate, or any portion thereof except unless the Super-Majority Noteholders of the Controlling Class direct the Indenture Trustee, in writing, to make such sale or unless either (i) the proceeds of such sale or liquidation are sufficient to discharge in full the amounts then due and unpaid upon the KL2 3395391.6 Notes for principal and accrued interest and the fees and all other amounts required to be paid pursuant the Priority of Payments or (ii) the Holders of 100% of the principal amount of each Class of Notes then Outstanding consent thereto. Notwithstanding the foregoing, prior to the consummation of any sale of the Trust Estate (either private or public), the Indenture Trustee shall first offer the Originator the opportunity to purchase the Trust Estate for a purchase price equal to the greater of (x) the fair market value of the Trust Estate and (y) the aggregate outstanding note balance of the Notes, plus accrued interest thereon and fees owed thereto (such right, the "Right of First Refusal"). If the Originator does not exercise its Right of First Refusal within two Business Days of receipt thereof, then the Indenture Trustee shall sell the Trust Estate as permitted under otherwise set forth in this Section 6.3(e) hereof9.15; provided, further, that if the Originator does not exercise its Right of First Refusal and the Indenture Trustee elects to sell the Trust Estate in a private sale to a third party, then prior to the sale thereof, the Indenture Trustee shall offer the Originator the opportunity to purchase the Trust Estate for the purchase price being offered by such third party, and the Originator shall have two Business Days to accept such offer. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen The Indenture Trustee or any Affiliates thereof) Noteholder may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public or private sale thereof, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash therefor, any Outstanding Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or claims for interest thereon for credit in the amount other amounts owing to such Holder secured by this Indenture, that shall, upon distribution portion of the net proceeds of such sale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee or the Noteholders in connection with such sale. The Notes need not be produced in order to complete any such sale, or in order for the net proceeds of such sale to be payable thereon, and credited against the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to . The Indenture Trustee or the Noteholders after being appropriately stamped to show such partial payment;may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (iid) the The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, pursuant to this Section 9.15, and to take all action necessary to effect such sale; (iv) no . No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;monies. (ve) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the any sale (a "Sale") of any portion of the Trust Estate securing the Notes pursuant to Section 6.3 hereof 5.3 shall not be exhausted by any one or more Sales as to any portion of such Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided, however, that such waiver shall not affect the Trustee's right to receive reasonable compensation as set forth in Section 6.7, for the providing by the Trustee of ordinary services as Trustee under this Indenture. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, ; and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any moneys;. (vc) The Trustee's right to seek and recover judgment on the method, manner, time, place and terms Notes or under this Indenture shall not be affected by the seeking or obtaining of or application for any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the Holders shall be impaired by the recovery of any sale judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate shall be commercially reasonable; and (vi) none or upon any of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by assets of the Indenture Trustee in Section 6.16(c)(i) hereofIssuer.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e6.3(d) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s 's interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s 's interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;; and (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and. (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereofabove.

Sale of Trust Estate. (a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale.60 (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the make any sale of any portion of the Trust Estate pursuant (a "Sale") shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes Bonds and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale but such waiver does not apply to amounts to which the Trustee is otherwise entitled under Section 9.02. (b) Unless required by applicable law, the Indenture The Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale of the Trust Estate: (i) any one or more Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase acquire any portion of the property offered for saleTrust Estate in connection with a public Sale thereof, and upon compliance with the terms of sale may holdand, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of paying cash any Outstanding Notes therefor, may make settlement for the purchase price by crediting against amounts owing on the Bonds or claims for interest thereon for credit in the amount that shallother amounts secured by this Indenture, upon distribution all or part of the net proceeds of such saleSale after deducting the costs, charges and expenses incurred by the Trustee in connection with such Sale. The Bonds need not be payable thereonproduced in order to complete any such Sale, and or in order for the Notesnet proceeds of such Sale to be credited against the Bonds. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in case any manner permitted by law. If the amounts so payable thereon Trustee shall be less than have acquired the amount due thereonentire Trust Estate by purchasing it at any public Sale, shall be returned the Trustee will, to the Noteholders after being appropriately stamped extent permitted by applicable law, apply all distributions received with respect to show such partial payment;Trust Estate pursuant to Section 8.06. (iic) the Indenture The Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iii) . In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer Residual Holders to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, Sale thereof and to take all action necessary to effect such sale; (iv) no Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) The foregoing provisions shall not preclude or limit the methodability of the Trustee to purchase, mannerto the extent permitted by applicable law, time, place and terms of all or any sale portion of the Trust Estate at a private sale, provided that, in no event shall be commercially reasonable; and the Trustee purchase or sell the Trust Estate unless it either (vii) none has received an Opinion of Bluegreen or its Affiliates may bid for and purchase Counsel to the Timeshare Loans offered for effect that such sale by will not result in the Indenture Trustee imposition of taxes on "prohibited transactions," as defined in Section 6.16(c)(i860F of the Code or (ii) hereofthe proceeds of such sale net of any tax on "prohibited transactions", as defined in Section 860F of the Code, that is payable from the Trust Estate would be not less than the entire amount that would be distributable to the Holders of the Bonds, in full payment thereof in accordance with Section 8.06.

Sale of Trust Estate. (a) The power To the extent permitted by applicable law, the Trustee shall not in any private sale sell to effect a third party the Collateral, or any portion thereof pursuant to Section 5.4(a)(iv) unless, (i) the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class consent to or direct the Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of (x) all amounts due on the entire unpaid principal amount of each class of Notes and interest due or to become due thereon in accordance with Section 5.6(a) hereof on the Settlement Date next succeeding the date of such sale and (y) all amounts due the Note Purchasers and the Noteholders under the Basic Documents. (b) To the extent permitted by applicable law, the Trustee shall not in any private sale sell to a third party the Pledged Subordinate Securities, or any portion thereof pursuant to Section 5.4(b)(iii) unless, (i) the Class B Note Purchasers and the Class B Majority Noteholders consent to or direct the Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of (x) all amounts due on the entire unpaid principal amount of the Class B Notes and interest due or to become due thereon in accordance with Section 5.6(b) hereof on the Settlement Date next succeeding the date of such sale and (y) all amounts due the Class B Note Purchasers and the Class B Noteholders under the Basic Documents. (c) To the extent permitted by applicable law and subject to the prior Lien Granted pursuant to Granting Clause I of this Indenture and to the terms and provisions of the Intercreditor Agreement, the UBS Indenture Trustee shall not in any private sale sell to a third party the Bear Cross Collateral, or any portion thereof pursuant to Section 5.4(c)(iii) unless, (i) the Class B note purchasers and the Class B majority noteholders under the UBS Basic Documents consent to or direct the UBS Indenture Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of (x) all amounts due on the entire unpaid principal amount of the Class B notes under the UBS Basic Documents and interest due or to become due thereon in accordance with Section 5.6(b) hereof on the Settlement Date next succeeding the date of such sale and (y) all amounts due the Class B note purchasers and the Class B noteholders under the UBS Basic Documents. (d) For any public sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until 5.4(a)(iv) or 5.4(b)(iii), the entire Trust Estate Trustee shall have been sold or all amounts payable on provided the Notes applicable Note Purchasers, the applicable Noteholders and the UBS Indenture Trustee, if applicable, with notice of such sale at least two weeks in advance of such sale which notice shall have been paid or losses allocated thereto specify the date, time and borne therebylocation of such sale. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone For any public sale by public announcement made of the Trust Estate pursuant to Section 5.4(c)(iii), the UBS Indenture Trustee shall have provided the Class B note purchasers and the Class B noteholders under the UBS Basic Documents with notice of such sale at least two weeks in advance of such sale which notice shall specify the date, time and place location of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (ce) In connection with a sale of all or any portion of the Trust Estate:Collateral pursuant to Section 5.4(a)(iv): (i) any one or more Noteholders (other than Bluegreen Note Purchaser or any Affiliates thereof) Noteholder may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and (x) any Noteholder (other than Bluegreen or any Affiliates thereof) of the Highest Priority Class may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Note of the Highest Priority Class or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the NotesNote of the Highest Priority Class so delivered shall be cancelled and extinguished except that, in case the amounts so payable thereon shall be less than the amount due thereon, such Note shall be returned to the Noteholders related Noteholder after being appropriately stamped to show such partial paymentpayment and (y) the Controlling Note Purchaser may, in paying the purchase money therefor, set-off against any amount owed to it by the Issuer under the Basic Documents; (ii) the Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a sale thereof; and (iii) the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale. (f) In connection with a sale of all or any portion of the Pledged Subordinate Securities pursuant to Section 5.4(b)(iii): (i) any Class B Note Purchaser or any Class B Noteholder may bid for and purchase the property offered for sale, and may hold, retain, possess and dispose of such property, without further accountability, and (x) any Class B Noteholder may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Class B Note or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Class B Note so delivered shall be cancelled and extinguished except that, in case the amounts so payable thereon shall be less than the amount due thereon, such Class B Note shall be returned to the related Class B Noteholder after being appropriately stamped to show such partial payment and (y) any Class B Note Purchaser may, in paying the purchase money therefor, set-off against any amount owed to it under the Basic Documents; (ii) the Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Pledged Subordinate Securities in connection with a sale thereof; and (iii) the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Pledged Subordinate Securities in connection with a sale thereof, and to take all action necessary to effect such sale. (g) In connection with a sale of all or any portion of the Bear Cross Collateral pursuant to Section 5.4(c)(iii), subject to the prior Lien Granted pursuant to Granting Clause I of this Indenture and to the terms and provisions of the Intercreditor Agreement: (i) any Class B note purchaser or any Class B noteholder under the UBS Basic Documents may bid for and purchase the property offered for sale, and may hold, retain, possess and dispose of such property, without further accountability, and (x) any Class B noteholder under the UBS Basic Documents may, in paying the purchase money therefor, deliver in lieu of cash any outstanding Class B note issued under the UBS Basic Documents or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Class B note so delivered shall be cancelled and extinguished except that, in case the amounts so payable thereon shall be less than the amount due thereon, such Class B note shall be returned to the related Class B noteholder after being appropriately stamped to show such partial payment and (y) any Class B note purchaser under the UBS Basic Documents may, in paying the purchase money therefor, set-off against any amount owed to it under the UBS Basic Documents; (ii) the UBS Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate Bear Cross Collateral in connection with a sale thereof;; and (iii) the UBS Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate Bear Cross Collateral in connection with a sale thereof, and to take all action necessary to effect such sale;. (ivh) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate pursuant to Section 5.4(a)(iv), Section 5.4(b)(iii) or Section 5.4(c)(iii) or otherwise shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such saleSale. (b) Unless required by applicable lawthe Majority Noteholders of all Outstanding Notes, have otherwise provided its written consent to the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (vi) none allocated on a pro rata basis among the Outstanding Series of Bluegreen or its Affiliates may bid for Notes based on their respective Series Invested Amounts, which such funds allocated to a Series shall be allocated to pay interest sequentially on the Classes within such Series and purchase thereafter to pay principal sequentially on the Timeshare Loans offered for sale Classes within such Series, and the remainder shall be distributed to the Depositor as holder of the Owner Trust Certificate. The amount, if any, so allocated to the Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect the sale any Sale of any portion of the Trust Estate pursuant shall not be exhausted by any one or more Sales as to Section 6.3 hereof any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid or losses allocated thereto and borne therebypaid. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, time postpone any public sale Sale by public announcement made at the time and place of such sale.Sale. 124 (b) Unless required by applicable lawthe Majority Noteholders of all Outstanding Notes, have otherwise provided its written consent to the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6, on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall not sell prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to a third party preserve the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof. (c) In connection with a sale Sale of all or any portion of the Trust Estate: (i) any one or more of the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for saleSale, and upon compliance with the terms of sale may hold, retain, retain and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale Sale thereof; (iiiiv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale Sale thereof, and to take all action necessary to effect such sale;Sale; and (ivv) no purchaser or transferee at such a sale Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys;. (vd) Notwithstanding anything to the methodcontrary in this Indenture, mannerif an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, timeany proceeds received by the Indenture Trustee with respect to a foreclosure, place and terms sale or other realization resulting from a transfer of any sale the assets of the Trust Estate shall be commercially reasonable; and (vi) none allocated on a pro rata basis among the Outstanding Series of Bluegreen or its Affiliates may bid for Notes based on their respective Series Invested Amounts, which such funds allocated to a Series shall be allocated to pay interest sequentially on the Classes within such Series and purchase thereafter to pay principal sequentially on the Timeshare Loans offered for sale Classes within such Series and then any other amounts due and owing in respect of the Notes as provided in the related Indenture Supplement, and the remainder shall be distributed to the Depositor as holder of the Owner Trust Certificate. The amount, if any, so allocated to the Issuer shall be paid by the Indenture Trustee in Section 6.16(c)(i) hereofto or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.

Sale of Trust Estate. (a) The power to effect To the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required extent permitted by applicable law, the Indenture Trustee shall not in any private sale sell to a third party the Trust Estate, or any portion thereof except as permitted under following an Event of Default, other than an Event of Default specified in Section 6.3(e5.1(a)(i) hereofor (ii), unless, (i) the Majority Noteholders consent to or direct the Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than all amounts due on the entire unpaid principal amount of the Notes and interest due or to become due thereon in accordance with Section 5.6 on the Payment Date next succeeding the date of such sale. (b) For any public sale of the Trust Estate, the Trustee shall have provided the Noteholders with notice of such sale at least two weeks in advance of such sale which notice shall specify the date, time and location of such sale. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more the Noteholders (other than Bluegreen or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Bluegreen or any Affiliates thereofx) the Noteholders may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes Note or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the NotesNote so delivered shall be cancelled and extinguished except that, in case the amounts so payable thereon shall be less than the amount due thereon, such Notes shall be returned to the Noteholders after being appropriately stamped to show such partial paymentpayment and (y) each Note Purchaser may, in paying the purchase money therefor, set-off against any amount owed to it by the Issuer under the Basic Documents; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s its interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof;; and (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;. (ivd) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; (v) the The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable; and (vi) none of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section 6.16(c)(i) hereof.