BXG RECEIVABLES NOTE TRUST 2012-A, as Issuer BLUEGREEN CORPORATION, as Servicer VACATION TRUST, INC., as Club Trustee CONCORD SERVICING CORPORATION, as Backup Servicer and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, Paying Agent and...Indenture • September 14th, 2012 • Bluegreen Corp • Real estate agents & managers (for others) • New York
This INDENTURE, dated as of August 15, 2012 (this “Indenture”), is among BXG RECEIVABLES NOTE TRUST 2012-A, a statutory trust formed under the laws of the State of Delaware, as issuer (the “Issuer”), BLUEGREEN CORPORATION (“Bluegreen”), a Massachusetts corporation, in its capacity as servicer (the “Servicer”), VACATION TRUST, INC., a Florida corporation, as trustee under the Club Trust Agreement (the “Club Trustee”), CONCORD SERVICING CORPORATION, an Arizona corporation, as backup servicer (the “Backup Servicer”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”), paying agent (the “Paying Agent”) and custodian (the “Custodian”).
PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • September 14th, 2012 • Bluegreen Corp • Real estate agents & managers (for others) • New York
In 2005, the State of Tennessee Audit Division (the "Division") audited certain subsidiaries within Bluegreen Resorts for the period from December 1, 2001 through December 31, 2004. On September 23, 2006, the Division issued a notice of assessment for approximately $656,000 of accommodations tax based on the use of Bluegreen Vacation Club accommodations by Bluegreen Vacation Club members who became members through the purchase of non-Tennessee property. Bluegreen believes the attempt to impose such a tax is contrary to Tennessee law, and has vigorously opposed, and intends to continue to vigorously oppose, such assessment by the Division. An informal conference was held in December 2007 to discuss this matter with representatives of the Division. No formal resolution of the issue was reached during the conference. By letter dated May 25, 2011, the Tennessee Department of Revenue issued a decision in which it held that two of the three types of transactions in question were taxable. The
SALE AGREEMENTSale Agreement • September 14th, 2012 • Bluegreen Corp • Real estate agents & managers (for others) • New York
In accordance with Section 4.6(c) of that certain Indenture (the “Indenture”), dated as of August 15, 2012, by and among BXG Receivables Note Trust 2012-A, as Issuer, Bluegreen Corporation, as Servicer, Vacation Trust, Inc. as Club Trustee, Concord Servicing Corporation, as Backup Servicer, and U.S. Bank National Association, as Indenture Trustee, Custodian and Paying Agent, the undersigned hereby irrevocably waives its option to repurchase and/or substitute any Defaulted Timeshare Loan listed on Exhibit A attached hereto.
TRANSFER AGREEMENTTransfer Agreement • September 14th, 2012 • Bluegreen Corp • Real estate agents & managers (for others) • New York
In 2005, the State of Tennessee Audit Division (the "Division") audited certain subsidiaries within Bluegreen Resorts for the period from December 1, 2001 through December 31, 2004. On September 23, 2006, the Division issued a notice of assessment for approximately $656,000 of accommodations tax based on the use of Bluegreen Vacation Club accommodations by Bluegreen Vacation Club members who became members through the purchase of non-Tennessee property. Bluegreen believes the attempt to impose such a tax is contrary to Tennessee law, and has vigorously opposed, and intends to continue to vigorously oppose, such assessment by the Division. An informal conference was held in December 2007 to discuss this matter with representatives of the Division. No formal resolution of the issue was reached during the conference. By letter dated May 25, 2011, the Tennessee Department of Revenue issued a decision in which it held that two of the three types of transactions in question were taxable. The
