0001171200-10-001191 Sample Contracts

BXG RECEIVABLES NOTE TRUST 2010-A,
Indenture • December 21st, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • New York

This INDENTURE, dated as of November 15, 2010 (this “Indenture”), is among BXG RECEIVABLES NOTE TRUST 2010-A, a statutory trust formed under the laws of the State of Delaware, as issuer (the “Issuer”), BLUEGREEN CORPORATION (“Bluegreen”), a Massachusetts corporation, in its capacity as servicer (the “Servicer”), VACATION TRUST, INC., a Florida corporation, as trustee under the Club Trust Agreement (the “Club Trustee”), CONCORD SERVICING CORPORATION, an Arizona corporation, as backup servicer (the “Backup Servicer”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”), paying agent (the “Paying Agent”) and custodian (the “Custodian”).

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PURCHASE AND CONTRIBUTION AGREEMENT
Purchase and Contribution Agreement • December 21st, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • New York

Bluegreen is currently addressing an inquiry from the Attorney General of the State of Florida (the "Florida AG") regarding the resolution of certain consumer complaints received by the Florida AG as far back as 2003. Bluegreen believes that these complaints were previously addressed in the ordinary course of business when received and that Bluegreen will be able to reach an amicable resolution with the Florida AG.

SALE AGREEMENT
Sale Agreement • December 21st, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • New York
TRANSFER AGREEMENT
Transfer Agreement • December 21st, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • New York

Bluegreen is currently addressing an inquiry from the Attorney General of the State of Florida (the "Florida AG") regarding the resolution of certain consumer complaints received by the Florida AG as far back as 2003. Bluegreen believes that these complaints were previously addressed in the ordinary course of business when received and that Bluegreen will be able to reach an amicable resolution with the Florida AG.

OMNIBUS AMENDMENT No. 8
Custodial Agreement • December 21st, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • New York

THIS OMNIBUS AMENDMENT NO. 8, dated as of December 17, 2010 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and the Required Purchasers (as defined in the Transaction Documents) and relates to the following transaction documents (the “Transaction Documents”): (1) the Custodial Agreement, dated as of May 1, 2006, by and among, BXG Timeshare Trust I (the “Issuer”), Bluegreen Timeshare Finance Corporation I (the “Depositor”), Bluegreen Corporation (“Bluegreen”) as servicer (the “Servicer”), Concord Servicing Corporation (the “Backup Servicer”), U.S. Bank National Association as Custodian (the “Custodian”) and as Indenture Trustee (the “Indenture Trustee”) and Branch Banking and Trust Company (the “Agent”), as amended by that certain Omnibus Amendment, dated as of March 1, 2008 (“Amendment No. 1”), by and among the parties named therein, as further amended by that certain Omnibus Amendment No. 2, dated as of May 22, 2009 (“Amendment No. 2”), by and a

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