OMNIBUS AMENDMENT No. 11

THIS OMNIBUS AMENDMENT NO. 11, dated as of December 1, 2012 (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” and together with Bluegreen, the Depositor, the Issuer, the Backup Servicer, the Custodian, the Indenture Trustee, the Owner Trustee (defined below), the Club Trustee (as defined below), the Residual Interest Holder (as defined below), the Trust Owner (as defined below) and U.S. Bank National Association, as Paying Agent (the “Paying Agent”), the “Transaction Parties”), 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 among the parties named therein, as further amended by that certain Omnibus Amendment No. 3, dated as of June 25, 2009, by and among the parties named therein (“Amendment No. 3”), as further amended by that certain Omnibus Amendment No. 4, dated June 30, 2009, by and among the parties named therein (“Amendment No. 4”), as further amended by that certain Omnibus Amendment No. 5, dated as of June 29, 2010 (“Amendment No. 5”), as further amended by that certain Omnibus Amendment No. 6, dated as of August 30, 2010 (“Amendment No. 6”), as further amended by that certain Omnibus Amendment No. 7, dated as of September 2, 2010 (“Amendment No. 7”), as further amended by that certain Omnibus Amendment No. 8, dated as of December 17, 2010 (“Amendment No. 8”), as further amended by that certain Omnibus Amendment No. 9, dated as of October 1, 2011 (“Amendment No. 9”), and as further amended by the Omnibus Amendment No. 10, dated as of December 1, 2012 (“Amendment No. 10” and together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9, the “Prior Omnibus Amendments”) (the “Custodial Agreement”), (2) the Backup Servicing Agreement, dated as of May 1, 2006, by and among the Backup Servicer, the Agent, the Servicer, the Issuer, the Indenture Trustee and the Depositor (as amended by the Prior Omnibus Amendments, the “Backup Servicing Agreement”), (3) the Sale Agreement, dated as of May 1, 2006, by and between the Issuer and the Depositor (as amended by the Prior Omnibus Amendments, the “Sale Agreement”), (4) the Purchase and Contribution Agreement, dated as of May 1, 2006, by and between Bluegreen and the Depositor (as amended by the Prior Omnibus Amendments, the “Purchase Agreement”), (5) the Remarketing Agreement, dated as of May 1, 2006, by and among the Issuer, the Indenture Trustee, Bluegreen, as servicer, and Bluegreen, as remarketing agent (as amended by the Prior Omnibus Amendments, the “Remarketing Agreement”), (6) the Administration Agreement, dated as of May 1, 2006, by and among, Bluegreen, the Issuer, the Indenture Trustee and Wilmington Trust Company, as Owner Trustee (the “Owner Trustee”) (as amended by the Prior Omnibus Amendments, the “Administration Agreement”), (7) the Fourth Amended and Restated Indenture, dated as of October 1, 2011, by and among the Issuer, the Servicer, Vacation Trust, Inc. (the “Club Trustee”), the Backup Servicer, U.S. Bank National Association, as Indenture Trustee, as Paying Agent and as Custodian, and the Agent (the “Indenture”), (8) the Fourth Amended and Restated Note Funding Agreement, dated as of October 1, 2011, by and among the Issuer, Bluegreen, the Depositor, the Agent and the purchasers party thereto (the “Note Funding Agreement”), (9) the Trust Agreement, dated as of May 5, 2006, by and among the Depositor (the “Residual Interest Holder”), GSS Holdings, Inc. (the “Trust Owner”) and the Owner Trustee (as amended by that Amendment No. 1 to Trust Agreement, dated as of March 1, 2008, by and among the Residual Interest Holder, the Trust Owner, and the Owner Trustee, by that Amendment No. 2 to Trust Agreement, dated as of June 1, 2009, by and among the Residual Interest Holder, the Trust Owner, and the Owner Trustee, by that Omnibus Amendment No. 5, dated as of June 29, 2010, by and among the Residual Interest Holder, the Trust Owner, the Owner Trustee, the Issuer, Bluegreen, the Backup Servicer, the Indenture Trustee, the Agent, and the Club Trustee, by that Amendment No. 3 to Trust Agreement, dated as of August 1, 2010, by and among the Residual Interest Holder, the Trust Owner, and the Owner Trustee, by that Omnibus Amendment No. 6, dated as of August 30, 2010, by and among Bluegreen, the Agent, the Residual Interest Holder, the Issuer, the Backup Servicer, the Custodian, the Indenture Trustee, the Owner Trustee, the Club Trustee, and the Trust Owner, by that Omnibus Amendment No. 8, dated as of December 17, 2010, by and among the Residual Interest Holder, the Trust Owner, the Owner Trustee, the Issuer, Bluegreen, the Backup Servicer, the Indenture Trustee, the Agent, and the Club Trustee, by that Amendment No. 4 to Trust Agreement, dated as of October 1, 2011, by and among the Residual Interest Holder, the Trust Owner, and the Owner Trustee, and by that Omnibus Amendment No. 10, dated as of December 1, 2012, by and among the Residual Interest Holder, the Trust Owner, the Owner Trustee, the Issuer, Bluegreen, the Backup Servicer, the Indenture Trustee, the Agent, and the Club Trustee) (the “Trust Agreement”) and (10) any other ancillary documents, agreements, supplements and/or certificates entered into or delivered in connection with the foregoing.

RECITALS

WHEREAS, the Transaction Parties desire to incorporate the Fifth Amended and Restated Standard Definitions attached hereto as Exhibit A (the “Fifth Amended and Restated Standard Definitions”) into each of the Transaction Documents.

WHEREAS, the Transaction Parties desire to amend the Indenture, the Note Funding Agreement, the Purchase Agreement and the Sale Agreement each, in the manner set forth herein.

WHEREAS, Branch Banking and Trust Company, as Agent and nominee on behalf of the Purchasers (as defined in Exhibit A attached hereto), is the sole registered Noteholder (as defined in Exhibit A attached hereto) under the Indenture, and constitutes the Required Purchasers (as defined in Exhibit A attached hereto).

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged, the Transaction Parties hereby agree as follows:

Section 1.01. References in all Transaction Documents

The Transaction Parties agree that any reference to the Standard Definitions in each of the Transaction Documents shall now refer to the Fifth Amended and Restated Standard Definitions.

Section 1.02. Amendment of the Indenture

Exhibit I to the Indenture shall be amended by deleting the same in its entirety and replacing it with Exhibit B attached hereto.

Exhibit J to the Indenture shall be amended by deleting the same in its entirety and replacing it with Exhibit C attached hereto.

Schedule 12.2(e) to the Indenture shall be amended by deleting the same in its entirety and replacing it with Exhibit D attached hereto.

Section 1.03. Amendment of the Note Funding Agreement

Section 2.2(a) of the of the Note Funding Agreement shall be amended by replacing “$50,000,000” with “$20,000,000.

Section 2.2(f) of the of the Note Funding Agreement shall be amended by deleting the same in its entirety and replacing it with:

“(f) On the Amendment Date, the aggregate Commitments and the Maximum Facility Balance shall each be $40,000,000.”

Section 3.2(h)(iii) of the Note Funding Agreement shall be amended by deleting the same in its entirety and replacing it with:

“(iii) if the related Obligor thereunder either (A) has a FICO Score less than 600 or (B) is a United States resident and does not have a FICO Score, such Obligor has made a down payment by cash, check, credit card or otherwise equal to at least 20% of the actual purchase price (including closing costs) of the related Timeshare Property (which down payment may, (i) in the case of Upgrade Club Loans or conversion in connection with an Introductory Loan, be represented in whole or in part by the principal payments and down payment made on, as applicable, the related Original Club Loan or the related Introductory Loan since its date of origination or (ii) in the case of an Upgrade or a conversion in connection with an Introductory Product, be represented in whole or in part by the amount paid where the Obligor has paid in full, whether at the point of sale or otherwise, for the original Timeshare Property or Introductory Product, as applicable) and no part of such payment has been made or loaned to Obligor by Bluegreen or an Affiliate thereof; and”

Section 3.2(h)(iv) of the Note Funding Agreement shall be amended by deleting the same in its entirety and replacing it with:

“(iv) the Funding Date Timeshare Loan shall not have a Timeshare Loan Rate less than 12.90%, except if subject to the Servicemember Civil Relief Act.”

Schedule 4.1(k) to the Note Funding Agreement shall be amended by deleting the same in its entirety and replacing it with Exhibit E attached hereto.

Section 1.04. Amendment of the Purchase Agreement and the Sale Agreement

Section 2.01. Representations and Warranties

Bluegreen, the Depositor and the Issuer hereby represent and warrant to each of the other Transaction Parties that, after giving effect to this Amendment: (a) the representations and warranties set forth in each of the Transaction Documents by each of Bluegreen, the Depositor and the Issuer are true and correct in all material respects on and as of the date hereof, with the same effect as though made on and as of such date (except to the extent that any representation and warranty expressly relates to an earlier date, then such earlier date), (b) on the date hereof, no Default has occurred and is continuing, and (c) the execution, delivery and performance of this Amendment in accordance with its terms and the consummation of the transactions contemplated hereby by any of them do not and will not (i) require any consent or approval of any Person, except for consents and approvals that have already been obtained, (ii) violate any applicable law, or (iii) contravene, conflict with, result in a breach of, or constitute a default under their organization documents, as the same may have been amended or restated, or contravene, conflict with, result in a breach of or constitute a default under (with or without notice or lapse of time or both) any indenture, agreement or other instrument, to which such entity is a party or by which it or any of its properties or assets may be bound.

Section 2.02. References in all Transaction Documents.

To the extent any Transaction Document contains a provision that conflicts with the intent of this Amendment, the parties agree that the provisions herein shall govern.

Section 2.03. Counterparts.

This Amendment may be executed (by facsimile or otherwise) in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

Section 2.04. Governing Law.

THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE TRANSACTION PARTIES AND THE REQUIRED PURCHASER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 2.05. Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment.

Section 2.06. Continuing Effect.

Except as expressly amended hereby, each Transaction Document shall continue in full force and effect in accordance with the provisions thereof and each Transaction Document is in all respects hereby ratified, confirmed and preserved.

Section 2.07. Successors and Assigns.

This Amendment shall be binding upon and inure to the benefit of the Transaction Parties and their respective successors and permitted assigns.

Section 2.08. Direction to the Owner Trustee.

By its execution hereof, the Depositor hereby authorizes and directs the Owner Trustee to execute, deliver and perform this Amendment and any and all other documents, instruments and agreements, and to take any and all other action which may be necessary or convenient to effect the transactions contemplated hereby.

[Signature pages follow]

IN WITNESS WHEREOF, the parties below have caused this Amendment to be duly executed by their respective duly authorized officers of the day and year first above written.

Exhibit A

Fifth Amended and Restated Standard Definitions

Exhibit B

EXHIBIT I

RESORT RATINGS

As of January 1, 2013 

Exhibit C

EXHIBIT J

COLLECTION POLICY

Collection efforts and delinquency information concerning the timeshare loans are managed by Bluegreen Corporation (the “Servicer”) and are handled by a staff of experienced collectors, assisted by a mortgage collection computer system. The Servicer’s collectors are incentivized through a performance-based compensation program. Technological capabilities include integrated software modules, and automated lock box, credit card and clearing house processing. The Servicer's aim of minimizing account delinquencies by promoting satisfactory customer relations is also reflected in its collection policy. The Servicer's collection policy is designed to maximize cash flow and assist each obligor with the management of his or her account.

With respect to the Bluegreen Vacation Club loans, unless circumstances otherwise dictate, collection efforts are generally made by mail and telephone. Collection efforts may commence by the Servicer when an account is as few as 10 days past due via telephone contact by the Servicer. At 30 days delinquent, a letter is sent to the obligor, (if a U.S. resident), advising such obligor that if the loan is not brought current, the delinquency will be reported to the credit reporting agencies. At 60 days delinquent, a lock-out letter is sent to the Bluegreen Vacation Club obligor by regular and certified or registered mail advising such obligor that such obligor cannot make any future reservations for lodging at a Bluegreen Vacation Club resort. If the delinquency continues, at 90 days delinquent, a "Notice of Intent to Cancel Membership" is mailed by regular and certified or registered mail. This informs the obligor that unless the delinquency is cured within 30 days from the date of such notice, the obligor's membership in the Bluegreen Vacation Club will be terminated. If the delinquency is not cured, a termination letter is sent by regular and certified or registered mail, typically at approximately 120 days delinquent. At such time, the obligor’s beneficial interest in the timeshare property is terminated and can be resold to a new purchaser.

The Servicer will refrain from modifying, waiving or amending the terms of any timeshare loan; provided, however, the Servicer may modify, waive or amend a timeshare loan for which a default on such timeshare loan has occurred or is imminent and such modification, amendment or waiver will not (i) materially alter the interest rate on or the principal balance of such timeshare loan, (ii) shorten the final maturity of, lengthen the timing of payments of either principal or interest, or any other terms of, such timeshare loan in any manner which would have a material adverse affect on the noteholders in any particular facility or transaction, if applicable, (iii) adversely affect the timeshare property underlying such timeshare loan or (iv) reduce materially the likelihood that payments of interest and principal on such timeshare loan shall be made when due; provided, further, the Servicer may, in accordance with applicable transaction documents, if any, grant a single extension of the final maturity of a timeshare loan if the Servicer, in its reasonable discretion, determines that (A) such timeshare loan is in default or a default on such timeshare loan is likely to occur in the foreseeable future and (B) the value of such timeshare loan will be enhanced by such extension; provided, further, the Servicer shall not be permitted to modify, waive or amend the terms of any timeshare loan if the sum of the loan balance of such timeshare loan and the loan balances of all other timeshare loans for which the Servicer has modified, waived or amended the terms thereof exceeds the allowed percentage for any facility or other transaction (if applicable).

The decision to offer an extension to an obligor must be approved by the Collection Manager and the Vice President, Mortgage Operations who consider all the facts and circumstances regarding the obligor’s situation, including a detailed review of the collection notes pertaining to the conversations between the obligor and the applicable collector. If, in the professional judgment of the Collection Manager and the Vice President, Mortgage Operations, granting an extension can assist the obligor in “saving” his/her ownership interest and “curing” the delinquency, it may be granted pursuant to the related transaction documents (if applicable). The loan must be at least sixty days delinquent and is typically offered due to some type of hardship with the obligor. If the loan is sixty days past due the obligor must make at least one payment, any loan ninety days or greater requires the obligor to make two payments before the extension can be executed. Extensions are not normally granted to a loan in excess of 150 days past due. An extension agreement explaining the terms is sent in a prepaid overnight package to the obligor. The agreement states that the Servicer will accept the payment(s) made by the obligor and advance the due date to bring the loan current and modify the maturity date by the number of payments extended. The agreement must be signed and witnessed and sent back to the Mortgage Collection Department. All other terms and conditions in the note shall be and remain in full force and effect. Other modifications, waivers or amendments may be provided after a natural disaster or act of terror (sometimes referred to as “force majeure loans”) as allowed under the applicable transaction documents.

The foregoing procedures however, may be revised from time to time as the need arises with appropriate consent for material changes.

Exhibit D

SCHEDULE 12.2(e)

Pending Litigation/Proceedings

In 2005, the State of Tennessee Audit Division (the “Division”) audited certain subsidiaries within Bluegreen Resorts for the period from December 1, 2001 through December 31, 2004. On September 23, 2006, the Division issued a notice of assessment for approximately $656,000 of accommodations tax based on the use of Bluegreen Vacation Club accommodations by Bluegreen Vacation Club members who became members through the purchase of non-Tennessee property. Bluegreen Corporation (“Bluegreen”) believes the attempt to impose such a tax is contrary to Tennessee law, and has vigorously opposed, and intends to continue to vigorously oppose, such assessment by the Division. An informal conference was held in December 2007 to discuss this matter with representatives of the Division. No formal resolution of the issue was reached during the conference. By letter dated May 25, 2011, the Tennessee Department of Revenue issued a decision in which it held that two of the three types of transactions in question were taxable. The State of Tennessee Department of Revenue confirmed that Bluegreen had already remitted the proper amount of sales tax due on one of the two types of taxable transactions, but has taken the position that Bluegreen owed a total of $0.7 million in taxes and interest based on the second type of transaction. On August 1, 2011, Bluegreen filed suit in the Chancery Court of Davidson County, Tennessee for the purpose of invalidating and setting aside the tax assessment made against us by the State of Tennessee Department of Revenue. Discovery matters relative to the litigation are ongoing.

The Office of the Attorney General for the State of Florida (the "AGSF") advised Bluegreen that it had accumulated a number of consumer complaints since 2004 related to timeshare sales and marketing, and requested that Bluegreen propose a resolution on a collective basis of any outstanding complaints. The AGSF also requested that Bluegreen enter into a written agreement. Bluegreen determined that many of the identified complaints were previously addressed and/or resolved. On May 24, 2012, the parties entered into a written agreement establishing a process for determining consumer eligibility for relief (including, where applicable, monetary restitution) and providing a timeframe through August 24, 2012 for resolving identified consumer complaints. Bluegreen has resolved most of the identified consumer complaints, anticipates completing the remaining complaints in the near future, and does not believe this matter will have a material effect on its results of operations, financial condition or on its sales and marketing activities in Florida.

Bluegreen Southwest One, L.P., (“Southwest”), a subsidiary of Bluegreen, is the developer of the Mountain Lakes subdivision in Texas. A declaratory judgment action was filed against Southwest in Texas state court through which the plaintiffs seek to develop their reserved mineral interests in, on and under the Mountain Lakes subdivision. The property owners association and some of the individual landowners have filed cross actions against Bluegreen, Southwest and individual directors of the property owners association related to the mineral rights and certain amenities in the subdivision as described below. On January 17, 2007, the court ruled that the restrictions placed on the development that prohibited oil and gas production and development were invalid and not enforceable as a matter of law, that such restrictions did not prohibit the development of the plaintiffs’ prior reserved mineral interests and that Southwest breached its duty to lease the minerals to third parties for development. The court further ruled that Southwest was the sole holder of the right to lease the minerals to third parties. Southwest appealed the trial court’s ruling. On January 22, 2009, the appellate court reversed the trial court’s decision and ruled in Southwest’s favor and determined that all executive rights were owned by Southwest and then transferred to the individual property owners in connection with the sales of land. All property owner claims were decided in favor of Southwest. It was also decided that Southwest did not breach a fiduciary duty to the plaintiffs as an executive rights holder. On May 14, 2009, the plaintiffs filed an appeal with the Texas Supreme Court asking the Court to reverse the Appellate Court’s decision in favor of Southwest. On August 26, 2011, the Texas Supreme Court issued its opinion affirming in part the Appellate Court’s decision and reversing in part. The Supreme Court held that Southwest did not breach any covenants in the deed, but did breach a duty to the plaintiffs by filing restrictive covenants in connection with the development of the property which prohibited mineral development, and that the appropriate remedy was cancellation of the restrictive covenants. The Supreme Court further ruled that the plaintiffs have no right of ingress to, or egress from, the subdivision, and that Southwest did not breach a duty to the plaintiffs by not leasing the mineral rights. The Supreme Court remanded the case to the trial court for disposition consistent with its decision. No information is available as to when the trial court will render its ruling. Separately, as a result of the Supreme Court’s decision invalidating the restrictive covenants prohibiting mineral development within the subdivision, certain lot owners within Mountain Lakes filed a cross-claim against Southwest alleging fraud, negligence and a violation of deceptive trade practices laws based on a claim that the invalidation of the restrictive covenants has caused devaluation of their residential lots and other economic damages. During mediation held in June 2012, Southwest and the named plaintiffs (Lesley) reached agreement to settle their disputes with Southwest agreeing to pay Lesley $200,000 for dismissal of their claims. Similarly, during the same mediation Southwest settled with seven of the lot owners claiming diminution of lot values for $5,000 collectively. However, settlement was not reached with the other landowners possessing reserved mineral rights, nor with the majority of lot owners who filed the cross-claim against Southwest. Southwest intends to vigorously defend itself with respect to the pending matter.

Between November 16, 2011 and February 13, 2012, seven purported class action lawsuits related to Bluegreen’s proposed merger with BFC Financial Corporation (“BFC”) were filed against Bluegreen, the members of Bluegreen’s board of directors, BFC and BFC’s subsidiary formed for the purpose of the merger. As described below, four of these lawsuits have been consolidated into a single action in Florida. The other three lawsuits, which were filed in Massachusetts, have been stayed. The lawsuits seek to enjoin the merger or, if it is completed, to recover relief as determined by the applicable presiding court to be appropriate. Further information regarding each of these lawsuits is set forth below. The four Florida lawsuits have been consolidated into one action. On April 9, 2012, the plaintiffs filed a consolidated amended class action complaint which alleges that the individual director defendants breached their fiduciary duties by (i) agreeing to sell Bluegreen without first taking steps to ensure adequate, fair and maximum consideration, (ii) engineering a transaction to benefit themselves and not the shareholders, and (iii) failing to protect the interests of Bluegreen’s minority shareholders. In the complaint, the plaintiffs also allege that BFC breached its fiduciary duties to Bluegreen’s minority shareholders and that the merger subsidiary aided and abetted the alleged breaches of fiduciary duties by Bluegreen’s directors and BFC. In addition, the complaint includes allegations relating to claimed violations of Massachusetts law. The complaint seeks declaratory and injunctive relief, along with damages and attorneys’ fees and costs. The three Massachusetts lawsuits make substantially the same allegations and claims as in the Florida cases. The Massachusetts court has stayed all three actions through January 2013 in favor of the consolidated action proceeding in Florida. On September 13, 2012, the Court in the Florida consolidated action denied Bluegreen’s motion to dismiss the litigation, meaning the action will continue. Bluegreen subsequently answered the complaint. On November 15, 2012, Bluegreen and BFC announced publicly that they were terminating their November, 2011 merger agreement and had entered into a definitive agreement pursuant to which Bluegreen would be acquired in a cash transaction.  As a result of this announcement, on November 20, 2012 the plaintiffs filed a Motion with the Florida Court for Leave to File a Supplemental Complaint in order to challenge the structure of and consideration for the new merger.  On November 30, 2012, the Florida Court granted the plaintiffs’ motion.   The Supplemental Complaint alleges that the merger consideration remains inadequate and continues to be unfair to Bluegreen’s minority shareholders.

Exhibit E

SCHEDULE 4.1(k)

Tax Schedule

Federal Internal Revenue Service

Bluegreen and its subsidiaries, Income Tax return audit, Tax Years ended December 31, 2004, 2005 and 2009.

Tennessee Tax Audit

In 2005, the State of Tennessee Audit Division (the “Division”) audited certain subsidiaries within Bluegreen Resorts for the period from December 1, 2001 through December 31, 2004. On September 23, 2006, the Division issued a notice of assessment for approximately $656,000 of accommodations tax based on the use of Bluegreen Vacation Club accommodations by Bluegreen Vacation Club members who became members through the purchase of non-Tennessee property. Bluegreen Corporation (“Bluegreen”) believes the attempt to impose such a tax is contrary to Tennessee law, and has vigorously opposed, and intends to continue to vigorously oppose, such assessment by the Division. An informal conference was held in December 2007 to discuss this matter with representatives of the Division. No formal resolution of the issue was reached during the conference. By letter dated May 25, 2011, the Tennessee Department of Revenue issued a decision in which it held that two of the three types of transactions in question were taxable. The State of Tennessee Department of Revenue confirmed that Bluegreen had already remitted the proper amount of sales tax due on one of the two types of taxable transactions, but has taken the position that Bluegreen owed a total of $0.7 million in taxes and interest based on the second type of transaction. On August 1, 2011, Bluegreen filed suit in the Chancery Court of Davidson County, Tennessee for the purpose of invalidating and setting aside the tax assessment made against us by the State of Tennessee Department of Revenue. Discovery matters relative to the litigation are ongoing.

Florida Department of Revenue

Bluegreen and its subsidiaries, Income Tax return audit, Tax Years ended December 31, 2007 – 2010.

In October 2012, Bluegreen received from the Florida Department of Revenue a Notice of Intent to Make Audit Changes totaling $0.9 million, including penalties and interest, in connection with its audit of the Bluegreen’s Florida income tax returns for years 2007 to 2010.  Bluegreen believes this assessment to be in error and is defending its position.

Wisconsin Department of Revenue

Bluegreen Corporation, Income/Franchise Tax return audit, Tax Year ended December 31, 2007.

North Carolina Department of Revenue

Bluegreen Corporation, Income / Franchise Tax return audit, Tax Years ended December 31, 2007 – 2009.

Texas Comptroller of Public Accounts

Bluegreen and its subsidiaries, Franchise Tax return audit, Tax Year ended December 31, 2009.

Georgia Department of Revenue

Bluegreen Corporation, Income and Net Worth Tax return audit, Tax Years ended December 31, 2009 – 2011.

Exhibit F

Schedule I to Purchase Agreement

Schedule I

Representations and Warranties of the Seller Regarding the Timeshare Loans

With respect to each Timeshare Loan, as of the related Funding Date (or if so specified, as of the related Cut-Off Date):

Schedule II

Exceptions

With respect to (gg), (tt) and (uu):

1. Christmas Mountain - The homeowner’s association board approved the redesign, refurbishment and renovation of the Christmas Mountain resort which will be a phased over 3 to 5 years with only limited portions of the units being closed at one time.  The total estimated costs are $18,000,000. A special assessment, which will also be phased over a 3 – 5 year period, was assessed in November 2012 and the first special assessment was billed. Construction has started.

2. Daytona SeaBreeze – exterior restorations for the Daytona SeaBreeze resort began in August 2012 and expected to be completed in February 2013. The resort will remain open during restorations. The restorations will be funded by a special assessment and the cost is estimated at $2.385 million.

Exhibit G

Schedule I to Sale Agreement

Schedule I

Representations and Warranties of the Depositor Regarding the Timeshare Loans

With respect to each Timeshare Loan, as of the related Funding Date (or if so specified, as of the related Cut-Off Date):

Schedule II

Exceptions

With respect to (gg), (tt) and (uu):

1. Christmas Mountain - The homeowner’s association board approved the redesign, refurbishment and renovation of the Christmas Mountain resort which will be a phased over 3 to 5 years with only limited portions of the units being closed at one time.  The total estimated costs are $18,000,000. A special assessment, which will also be phased over a 3 – 5 year period, was assessed in November 2012 and the first special assessment was billed. Construction has started.

2. Daytona SeaBreeze – exterior restorations for the Daytona SeaBreeze resort began in August 2012 and expected to be completed in February 2013. The resort will remain open during restorations. The restorations will be funded by a special assessment and the cost is estimated at $2.385 million.