Common use of Intended Characterization; Grant of Security Interest Clause in Contracts

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 2(a) hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the 3 provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale (a “Recharacterization”), it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loanRecharacterization, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. In the case of any Recharacterization, each of the Depositor and the Issuer represents and warrants as to itself that each remittance of Collections by the Depositor to the Issuer hereunder will have been (i) in payment of a debt incurred by the Depositor in the ordinary course of business or financial affairs of the Issuer and the Depositor and (ii) made in the ordinary course of business or financial affairs of the Issuer and the Depositor. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller or Bluegreen, as applicable, to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller and Bluegreen, as applicable, shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s and Bluegreen’s, as applicable, right, title and interest in, to and under the Assets and the or QSTL Assets (as hereinafter defined) ), as applicable, specified in Section 2 hereof and Section 6(f) hereof, respectively, respectively and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller and Bluegreen as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Depositor of the DepositorSeller’s and Bluegreen’s entire right, title and interest in and to the Assets and the QSTL Assets, respectively. Each of the DepositorSeller, Bluegreen, the Club, the Club Trustee and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer of such Timeshare Loans and the related property described in Section 2 hereof and not a loan secured by such Timeshare Loans and the Timeshare Loansrelated property. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto (i) that the Depositor Seller shall be deemed to have granted Granted to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets each Timeshare Loan whether now owned or hereafter acquired, and the QSTL Assets (related property as hereinafter defined) specified described in Section 2 hereof and Section 6(f(ii) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan Timeshare Loans be applied to reduce the principal balance of such loanTimeshare Loans, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the DepositorSeller’s entire right, title and interest in and to the Assets and property specified in the QSTL Assets. Each first sentence of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementthis Section 3.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof 2(a) and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (i) the Depositor shall be deemed to have granted Granted and does hereby Grant to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under under, whether now owned or existing or hereafter acquired or arising, the Assets and the QSTL Assets (as hereinafter defined) Conveyed Timeshare Property specified in Section 2 hereof and Section 6(f) hereof, respectivelythe proceeds thereof, and the proceeds thereof and that with respect to such transfer, (ii) this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that that: (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Conveyed Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementProperty.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 2(a) hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (i) the Depositor Seller shall be deemed to have granted Granted and does hereby Grant to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under under, whether now owned or existing or hereafter acquired or arising, the Assets and the QSTL Assets (as hereinafter defined) Conveyed Timeshare Property specified in Section 2 hereof and Section 6(f) hereof, respectivelythe proceeds thereof, and the proceeds thereof and that with respect to such transfer, (ii) this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that that: (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Depositor of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Conveyed Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementProperty.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller or Bluegreen, as applicable, to the Issuer Depositor and not a 3 loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller and Bluegreen, as applicable, shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s and Bluegreen’s, as applicable, right, title and interest in, to and under the Assets and the or QSTL Assets (as hereinafter defined) ), as applicable, specified in Section 2 hereof and Section 6(f) hereof, respectively, respectively and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller and Bluegreen as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Depositor of the DepositorSeller’s and Bluegreen’s entire right, title and interest in and to the Assets and the QSTL Assets, respectively. Each of the DepositorSeller, Bluegreen, the Club, the Club Trustee and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the 3 Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer the transfers of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale and an absolute assignment by the Depositor Seller to the Issuer Purchaser and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted and does hereby grant to the Issuer Purchaser as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Transferred Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer Purchaser as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Purchaser of the Depositorsuch Seller’s entire right, title and interest in and to the Assets and the QSTL Transferred Assets. Each of the DepositorSeller, the Club, the Club Trustee Purchaser and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementPurchaser.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer the transfers of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale and/or contribution and an absolute assignment by the Depositor Originator to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and/or contribution, it is the intention of the parties hereto that the Depositor Originator shall be deemed to have granted and does hereby grant to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorOriginator’s right, title and interest in, to and under the Transferred Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Originator as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and/or contribution to the Issuer of the Depositorsuch Originator’s entire right, title and interest in and to the Assets and the QSTL Transferred Assets. Each of the DepositorOriginator, the Club, the Club Trustee Issuer and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (i) the Depositor Seller shall be deemed to have granted Granted to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets Conveyed Timeshare Property and the QSTL Assets (as hereinafter definedii) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “"debtor” " and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Conveyed Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementProperty.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer the transfers of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale and an absolute assignment by the Depositor Seller to the Issuer Purchaser and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted and does hereby grant to the Issuer Purchaser as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Transferred Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer Purchaser as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Purchaser of the Depositor’s such Seller's entire right, title and interest in and to the Assets and the QSTL Transferred Assets. Each of the DepositorSeller, the Club, the Club Trustee Purchaser and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementPurchaser.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer the transfers of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale and/or contribution and an absolute assignment by the Depositor Originator to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and/or contribution, it is the intention of the parties hereto that the Depositor Originator shall be deemed to have granted and does hereby grant to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s Originator's right, title and interest in, to and under the Transferred Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Originator as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and/or contribution to the Issuer of the Depositor’s such Originator's entire right, title and interest in and to the Assets and the QSTL Transferred Assets. Each of the DepositorOriginator, the Club, the Club Trustee Issuer and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller or Bluegreen, as applicable, to the Issuer Depositor and 3 not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller and Bluegreen, as applicable, shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s and Bluegreen’s, as applicable, right, title and interest in, to and under the Assets and the or QSTL Assets (as hereinafter defined) ), as applicable, specified in Section 2 hereof and Section 6(f) hereof, respectively, respectively and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller and Bluegreen as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Depositor of the DepositorSeller’s and Bluegreen’s entire right, title and interest in and to the Assets and the QSTL Assets, respectively. Each of the DepositorSeller, Bluegreen, the Club, the Club Trustee and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller or Bluegreen, as applicable, to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction 3 were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller and Bluegreen, as applicable, shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s and Bluegreen’s, as applicable, right, title and interest in, to and under the Assets and the or QSTL Assets (as hereinafter defined) ), as applicable, specified in Section 2 hereof and Section 6(f) hereof, respectively, respectively and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller and Bluegreen as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Depositor of the DepositorSeller’s and Bluegreen’s entire right, title and interest in and to the Assets and the QSTL Assets, respectively. Each of the DepositorSeller, Bluegreen, the Club, the Club Trustee and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the KL2 2906190.5 terms hereof shall constitute a sale by the Depositor Seller to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (i) the Depositor Seller shall be deemed to have granted Granted to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets Conveyed Timeshare Property and the QSTL Assets (as hereinafter definedii) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “"debtor” " and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Conveyed Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementProperty.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as "debtor" and the Depositor as “debtor” and the Issuer as “"secured party” " in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the Depositor’s Seller's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as "debtor" and the Depositor as “debtor” and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the Depositor’s Seller's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the ClubClub Trust, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution (a “Recharacterization”), it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loanRecharacterization, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. In the case of any Recharacterization, each of the Seller and the Depositor represents and warrants as to itself that each remittance of Collections by the Seller to the Depositor hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Depositor and (ii) made in the ordinary course of business or financial affairs of the Seller and the Depositor. The characterization of the Depositor Seller as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. (a) It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor BBCV to the Issuer Loan Seller and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor BBCV shall be deemed to have granted to the Issuer Loan Seller as of the date hereof a first priority perfected security interest in all of the DepositorBBCV’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter hereafter defined) specified in Section 2 hereof 2(a) and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In Rate”).In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (ai) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (bii) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (aa)(i) is not possible given the term of such loan, such excess amount will shall be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the DRFHC Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor DRFHC to the Issuer Seller and not a loan secured by the such DRFHC Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor (i) DRFHC shall be deemed to have granted Granted to the Issuer Seller as of the date hereof a first priority perfected security interest in all of the DepositorDRFHC’s right, title and interest in, to and under the Assets Conveyed DRFHC Timeshare Property and the QSTL Assets (as hereinafter definedii) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor DRFHC as “debtor” and the Issuer Seller as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Seller of the DepositorDRFHC’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Conveyed DRFHC Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementProperty.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s 's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer the transfers of the Timeshare Loans to be made pursuant to the terms hereof and the terms of each Subsequent Transfer Agreement shall constitute a sale and/or contribution and an absolute assignment by the Depositor Originator to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and/or contribution, it is the intention of the parties hereto that the Depositor Originator shall be deemed to have granted and does hereby grant to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorOriginator’s right, title and interest in, to and under the Transferred Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement and each applicable Subsequent Transfer Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement and each applicable Subsequent Transfer Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Originator as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and/or contribution to the Issuer of the Depositorsuch Originator’s entire right, title and interest in and to the Assets and the QSTL Transferred Assets. Each of the DepositorOriginator, the Club, the Club Trustee Issuer and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Loans Assets to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer and not a loan secured by the Timeshare Loanssuch Assets. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, Bluegreen, the Club, the Club Trustee and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans Assets have been transferred to the Issuer, pledged to the Indenture Trustee Issuer and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (i) the Depositor Seller shall be deemed to have granted Granted to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets Conveyed Timeshare Property and the QSTL Assets (as hereinafter definedii) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, KL2 2869714.8 and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “"debtor” " and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Conveyed Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementProperty.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Closing Date Eligible Investments and Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Closing Date Eligible Investments and the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Closing Date Eligible Investments and the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. (a) It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor BXG to the Issuer Loan Seller and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor BXG shall be deemed to have granted to the Issuer Loan Seller as of the date hereof a first priority perfected security interest in all of the DepositorBXG’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter hereafter defined) specified in Section 2 hereof 2(a) and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In Rate”).In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (ai) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (bii) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (aa)(i) is not possible given the term of such loan, such excess amount will shall be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution (a “Recharacterization”), it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loanRecharacterization, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. In the case of any Recharacterization, each of the Seller and the Depositor represents and warrants as to itself that each remittance of Collections by the Seller to the Depositor hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of 3 business or financial affairs of the Seller and the Depositor and (ii) made in the ordinary course of business or financial affairs of the Seller and the Depositor. The characterization of the Depositor Seller as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Auto Loans to be made pursuant to the terms hereof hereunder shall constitute a sale by the Depositor to the Issuer purchase and sale, or a capital contribution, and not a loan secured by the Timeshare Loansloan. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer the transaction evidenced hereby constitutes a loan and not a salepurchase and sale or capital contribution, it is the intention of the parties hereto that this Sale Agreement shall constitute a security agreement under applicable law and that the Depositor Originator shall be deemed to have granted to the Issuer Funding Company as of the date hereof a first priority perfected security interest in all of the Depositor’s Originator's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectivelyeach Auto Loan, and the all proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable lawthereof. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Closing Date Eligible Investments and Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Closing Date Eligible Investments and the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s 's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 2(a) hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount 3 KL2 3337070.5 will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Warehouse Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer Securitization Depositor and not a loan secured by the Warehouse Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Securitization Depositor as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be be. limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as "debtor" and the Securitization Depositor as “debtor” and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Securitization Depositor of the Depositor’s such Seller's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the ClubBluegreen, the Club Trustee Trust, the Club Trustee, the Securitization Depositor and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Warehouse Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementSecuritization Depositor.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (i) the Depositor Seller shall be deemed to have granted Granted to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets Conveyed Timeshare Property and the QSTL Assets (as hereinafter definedii) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “"debtor” " and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Conveyed Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementProperty.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (i) the Depositor Seller shall be deemed to have granted Granted to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets Conveyed Timeshare Property and the QSTL Assets (as hereinafter definedii) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, 3 and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “"debtor” " and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL AssetsConveyed Timeshare Property. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementSECTION 4.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale and/or contribution by the Depositor Originator to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and/or contribution, it is the intention of the parties hereto that the Depositor Originator shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the DepositorOriginator’s right, title and interest in, to and under the Transferred Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Originator as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and/or contribution to the Issuer of the Depositorsuch Originator’s entire right, title and interest in and to the Assets and the QSTL Transferred Assets. Each of the DepositorOriginator, the Club, the Club Trustee Issuer and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Warehouse Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer Securitization Depositor and not a loan secured by the Warehouse Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Securitization Depositor as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”"HIGHEST LAWFUL RATE"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as "debtor" and the Securitization Depositor as “debtor” and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Securitization Depositor of the Depositor’s such Seller's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the ClubBluegreen, the Club Trustee Trust, the Club Trustee, the Securitization Depositor and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Warehouse Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementSecuritization Depositor.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be Conveyed Property made pursuant to the terms hereof and an Additional Asset Supplement shall constitute a constitute, as of the Effective Date and each applicable Transfer Date, as applicable, an assignment, sale and absolute transfer by the Depositor Seller to the Issuer Purchaser and not a loan secured by the Timeshare LoansConveyed Property. The Seller and Purchaser agree to treat each such transfer of the Conveyed Property to Purchaser as a contribution of capital and sale for all purposes under GAAP and for applicable tax purposes and not to take or assert positions that are inconsistent with the true sale treatment of the transactions hereunder. Each of the Seller and Purchaser agrees to cause its internal financial statements and books and records to reflect each contribution and sale of the Conveyed Property hereunder and to include the Conveyed Property as assets of Purchaser and not of the Seller as of the Effective Date and each applicable Transfer Date, as applicable. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (i) the Depositor Seller shall be deemed to have granted to the Issuer Purchaser as of the date hereof Effective Date and each Transfer Date a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets applicable Conveyed Property and the QSTL Assets (as hereinafter definedii) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law which could lawfully be contracted for, charged or received, or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received law (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer Purchaser as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Purchaser of the DepositorSeller’s entire right, title and interest in and to the Assets Conveyed Property. The Seller shall, and does hereby authorize Purchaser, the Servicer and the QSTL Assets. Each of Agent to, file such financing statements (and continuation statements with respect to such financing statements when applicable) as may be necessary to perfect the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the IssuerPurchaser’s estate in accordance with the terms of the Trust created security interest under the Trust Agreement.UCC. 743369852 21686237

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans Receivables to be made pursuant to the terms hereof shall constitute a sale or, to the extent set forth in Section 2(a) hereof, a capital contribution by the Depositor Seller to the Issuer Purchaser and not a loan secured by the Timeshare Loansloan. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale or capital contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Purchaser as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectivelyeach Receivable, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable lawrelated property as described in Section 2(a) hereof. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Warehouse Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer Securitization Depositor and not a loan secured by the Warehouse Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Securitization Depositor as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as "debtor" and the Securitization Depositor as “debtor” and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Securitization Depositor of the Depositor’s such Seller's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the ClubBluegreen, the Club Trustee Trust, the Club Trustee, the Securitization Depositor and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Warehouse Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust AgreementSecuritization Depositor.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s 's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “"debtor” " and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s 's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s 's estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the 3 KL2 3337071.5 Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as "debtor" and the Depositor as “debtor” and the Issuer as “"secured party” " in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Depositor of the Depositor’s Seller's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, Bluegreen, the Club, the Club Trustee and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Commercial Loans to be made pursuant to the terms hereof shall constitute a sale or, to the extent set forth in Section 2(a) hereof, a capital contribution by the Depositor Seller to the Issuer Purchaser and not a loan secured by the Timeshare Loansloan. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale or capital contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Purchaser as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectivelyeach Commercial Loan, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable lawrelated property as described in Section 2(a) hereof. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s 's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loanloans, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “"debtor” " and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the such Depositor’s 's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorClub Trustee, Club Trust, the Club, the Club Trustee Depositor and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s 's estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be Contributed Property made pursuant to the terms hereof shall constitute a sale an assignment and contribution by the Depositor Borrower to the Issuer Solar Asset Subsidiary, and not a loan secured by the Timeshare LoansContributed Property. Borrower and Solar Asset Subsidiary agree to treat each transfer by the Borrower of the Contributed Property to Solar Asset Subsidiary as a contribution of capital for all purposes under the United States generally accepted accounting principles and for applicable tax purposes and not to take or assert positions that are inconsistent with the “true sale” treatment of the transactions hereunder. Borrower and Solar Asset Subsidiary each agree to cause its internal financial statements and books and records to reflect each contribution of the Contributed Property hereunder and to include the Contributed Property as assets of Solar Asset Subsidiary and not of Borrower. In the event, however, that a court of competent jurisdiction were to hold 3 that any of such transfer transfers constitutes a loan and not a salecontribution, it is the intention of the parties hereto that the Depositor (i) Borrower shall be deemed to have granted Granted to the Issuer Solar Asset Subsidiary as of the date hereof each Transfer Date a first priority perfected security interest in all of the DepositorBorrower’s right, title and interest in, to and under the Assets Contributed Property for such Transfer Date and the QSTL Assets (as hereinafter definedii) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law which could lawfully be contracted for, charged or received, or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received law (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Borrower as “debtor” and the Issuer Solar Asset Subsidiary as “secured party” in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale contribution to the Issuer Solar Asset Subsidiary of the DepositorBorrower’s entire right, title and interest in and to the Assets Contributed Property. Borrower does hereby authorize Solar Asset Subsidiary to file such financing statements (and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees continuation statements with respect to make the appropriate entries in its general accounting records such financing statements when applicable) as may be necessary to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuerperfect Solar Asset Subsidiary’s estate in accordance with the terms of the Trust created security interest under the Trust AgreementUCC.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s 's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”"HIGHEST LAWFUL RATE"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loanloans, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “"debtor” " and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the such Depositor’s 's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorClub Trustee, Club Trust, the Club, the Club Trustee Depositor and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s 's estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each the transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor Seller or Bluegreen, as applicable, to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor Seller and Bluegreen, as applicable, shall be deemed to have granted 2 KL2 3337062.5 to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s and Bluegreen’s, as applicable, right, title and interest in, to and under the Assets and the or QSTL Assets (as hereinafter defined) ), as applicable, specified in Section 2 hereof and Section 6(f) hereof, respectively, respectively and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller and Bluegreen as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer Depositor of the DepositorSeller’s and Bluegreen’s entire right, title and interest in and to the Assets and the QSTL Assets, respectively. Each of the DepositorSeller, Bluegreen, the Club, the Club Trustee and any of their Affiliates, its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Closing Date Eligible Investments and Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the Closing Date Eligible Investments and the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “debtor” and the Issuer Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the DepositorSeller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the Club, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Closing Date Eligible Investments and the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution (a “Recharacterization”), it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loanRecharacterization, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.3

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as "debtor" and the Depositor as “debtor” and the Issuer as “"secured party” " in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the Depositor’s Seller's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the ClubClub Trust, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Purchaser and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Purchaser as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor Seller as “"debtor” " and the Issuer Purchaser as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Purchaser of the Depositor’s Seller's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the ClubClub Trust, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Purchaser and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Subsequent Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale sale, in part, and a capital contribution, in part, by the Depositor Seller to the Issuer Depositor and not a loan secured by the such Subsequent Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a salesale and contribution, it is the intention of the parties hereto that the Depositor Seller shall be deemed to have granted to the Issuer Depositor as of the date hereof a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transferconveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”"HIGHEST LAWFUL RATE"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as "debtor" and the Depositor as “debtor” and the Issuer as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Issuer Depositor of the Depositor’s Seller's entire right, title and interest in and to the Assets and the QSTL Assets. Each of the DepositorSeller, the ClubClub Trust, the Club Trustee and any of their Affiliates, Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Subsequent Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee Depositor and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreementits subsequent assignees.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Depositor to the Issuer and not a loan secured by the such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Depositor shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of the Depositor’s 's right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “"Highest Lawful Rate”"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Depositor’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the Issuer’s estate in accordance with the terms of the Trust created under the Trust Agreement.

Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be Conveyed Property made pursuant to the terms hereof and an Additional Asset Supplement shall constitute a constitute, as of the applicable Transfer Date, an assignment, sale and absolute transfer by the Depositor to the Issuer SPE 1 and not a loan secured by the Timeshare LoansConveyed Property. The Depositor and SPE 1 agree to treat each such transfer of the Conveyed Property to SPE 1 as a contribution of capital and sale for all purposes under GAAP and for applicable tax purposes and not to take or assert positions that are inconsistent with the true sale treatment of the transactions hereunder. Each of the Depositor and SPE 1 agrees to cause its internal financial statements and books and records to reflect each contribution and sale of the Conveyed Property hereunder and to include the Conveyed Property as assets of SPE 1 and not of the Depositor as of the applicable Transfer Date. In the event, however, that a court of competent jurisdiction were to hold 3 that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (i) the Depositor shall be deemed to have granted to the Issuer SPE 1 as of the date hereof Initial Borrowing Date a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Assets Conveyed Property and the QSTL Assets (as hereinafter definedii) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious nonusurious rate of interest allowed by the applicable state law which could lawfully be contracted for, charged or received, or any applicable law of the United States permitting a higher maximum non-usurious nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received law (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Depositor as “"debtor” " and the Issuer SPE 1 as “"secured party” " in any such security agreement and any related financing statements statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer SPE 1 of the Depositor’s entire right, title and interest in and to the Assets Conveyed Property. The Depositor does hereby authorize SPE 1 to file such financing statements (and continuation statements with respect to such financing statements when applicable) as may be necessary to perfect the QSTL Assets. Each of the Depositor, the Club, the Club Trustee and any of their Affiliates, hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Issuer, pledged to the Indenture Trustee and constitute a part of the IssuerSPE 1’s estate in accordance with the terms of the Trust created security interest under the Trust AgreementUCC.