BLUEGREEN CORP
ACQUIS, CONSTRUCT, & REC LOAN, SEC & AGENCY AGR
<DOCUMENT>
<TYPE>EX-10.173
<SEQUENCE>14
<FILENAME>d59041_ex10-173.txt
<DESCRIPTION>ACQUIS, CONSTRUCT, & REC LOAN, SEC & AGENCY AGR
<TEXT>

                                                                  EXHIBIT 10.173

                    ACQUISITION, CONSTRUCTION AND RECEIVABLE
                       LOAN, SECURITY AND AGENCY AGREEMENT

                                      among
                       BLUEGREEN VACATIONS UNLIMITED, INC.
                                       and
                              BLUEGREEN CORPORATION
                                 (as Borrowers)

                                       and
               THE PARTIES WHICH HEREAFTER EXECUTE THIS AGREEMENT
                                  (as Lenders)

                                       and

                         TEXTRON FINANCIAL CORPORATION
                  (as Lender and Facility and Collateral Agent)

                             As of December 22, 2003

<PAGE>

                    ACQUISITION, CONSTRUCTION AND RECEIVABLE
                       LOAN, SECURITY AND AGENCY AGREEMENT

THIS ACQUISITION, CONSTRUCTION AND RECEIVABLE LOAN, SECURITY AND AGENCY
AGREEMENT, dated as of December 22, 2003, entered into by and among BLUEGREEN
VACATIONS UNLIMITED, INC., a Florida corporation ("Bluegreen Vacations
Unlimited, Inc.") and BLUEGREEN CORPORATION, a Massachusetts corporation
("Bluegreen Corporation", and together with Bluegreen Vacations Unlimited, Inc.,
singly and collectively the "Borrower"), and the parties, including TEXTRON
FINANCIAL CORPORATION ("TFC"), a Delaware corporation, that execute and deliver
this Agreement in their respective capacities as lenders hereunder
(collectively, the "Lenders" and each individually, a "Lender") and TEXTRON
FINANCIAL CORPORATION as facility agent and collateral agent ("Agent").

                              W I T N E S S E T H:

      WHEREAS, Borrower is engaged in the business of acquiring, constructing,
developing, owning, managing, selling and otherwise dealing with Intervals at
the Resorts (as each such term is hereafter defined);

      WHEREAS, Borrower has requested that Lenders, including Textron Financial
Corporation, make a loan or loans to Borrower to be used by Borrower for the
sole purpose of acquiring, constructing, developing, renovating, rehabilitating,
refitting, furnishing and equipping the Marathon Key Resort (as such term is
hereafter defined), and each Lender, including Textron Financial Corporation,
has agreed, subject to the terms and conditions of this Agreement, to make such
a loan or loans to Borrower in a maximum aggregate amount as set forth opposite
each Lender's name on Schedule A-1 attached hereto and made a part hereof, as
the same may hereafter be amended from time to time;

      WHEREAS, furthermore Borrower, in order to provide liquidity in connection
with its sale of Intervals at the Resorts, has entered into this Agreement
whereby each Lender, including Textron Financial Corporation, will also, subject
to the terms and conditions set forth herein, agree to make a loan or loans to
Borrower in a maximum aggregate amount as set forth opposite each Lender's name
on Schedule A-2 attached hereto and made a part hereof, as the same may
hereafter be amended from time to time; and

      WHEREAS, in connection with the Loans to be made by Lenders pursuant to
this Agreement, Textron Financial Corporation has agreed to act as facility
agent and collateral agent for the other Lenders and to perform such duties with
respect to the Loans as are expressly set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are acknowledged, the parties to this Agreement,
intending to be legally bound, agree as follows:

<PAGE>

                        SECTION 1 -- DEFINITION OF TERMS

      1.1 Capitalized terms used in this Agreement are defined in this Section
1.1. The definitions include the singular and plural forms of the terms defined.

      (a) Acquisition/Construction Advance. The term "Acquisition/Construction
Advance" shall mean a portion of the proceeds of the Loans advanced by Lenders
to Borrower in accordance with the terms of this Agreement, the proceeds of
which Advance (as such term is hereafter defined) are to be used by Borrower
solely for the acquisition, construction, development, renovation,
rehabilitation, refitting, furnishing and equipping of Marathon Key Resort, as
provided herein.

      (b) Acquisition/Construction Loan Component. The term
"Acquisition/Construction Loan Component" shall mean the portion of the Loan or
Loans in amount not to exceed $11,800,000 at any time made to Borrower in
accordance with Section 2.1 hereof and to be used by Borrower solely for the
acquisition, development, construction, renovation, rehabilitation, refitting,
furnishing and equipping of the Marathon Key Resort as provided herein.

      (c) Acquisition/Construction Note. The term "Acquisition/Construction
Note" shall mean the secured promissory note, in the form attached hereto and
made a part hereof as Exhibit A, dated the date hereof and executed and
delivered by each Borrower to TFC, as agent for each Lender, evidencing the
Acquisition/Construction Loan Component.

      (d) Acquisition/Construction Loan Maturity Date. The term
"Acquisition/Construction Loan Component Maturity Date" shall mean January 1,
2006.

      (e) Additional Eligible Resorts or Additional Eligible Resort. The terms
"Additional Eligible Resorts" and "Additional Eligible Resort" shall have the
meanings ascribed to such terms in Section 3.7 hereof.

      (f) Advance. A portion of the proceeds of the Loan advanced from time to
time by Lenders to Borrower in accordance with the terms of this Agreement,
including a Revolving Loan Advance (as hereinafter defined) and an
Acquisition/Construction Advance.

      (g) Affidavit of Borrower. The term "Affidavit of Borrower" shall mean a
sworn affidavit of each Borrower, and such other parties as TFC may require, to
the effect that all statements, invoices, bills and other expenses incident to
the acquisition, construction, development, renovation, rehabilitation,
refitting, furnishing and equipping of the Marathon Key Resort (as hereafter
defined) incurred to a specific date, have been paid in full, except for (a)
amounts retained pursuant to any Construction Contract (as hereafter defined)
and (b) items to be paid from the proceeds of an Acquisition/Construction
Advance as approved in writing by TFC as provided in this Agreement.

      (h) Affiliate. Any party controlled by, controlling, or under common
control with, either Borrower.


                                       2
<PAGE>

      (i) Agreement. This Acquisition, Construction and Receivable Loan,
Security and Agency Agreement by and among Borrower, Agent and each Lender which
executes this Agreement (including the Exhibits and Schedules to it), as it may
be amended from time to time.

      (j) Application for Acquisition/Construction Advance. The term
"Application for Acquisition/Construction Advance" shall mean a written
application to TFC in the form of Exhibit B attached hereto and made a part
hereof, by Borrower and such other parties as TFC may require, requesting an
Acquisition/Construction Advance for the payment of the items described therein,
or for the reimbursement to Borrower of amounts previously paid by Borrower, for
the acquisition, construction, development, renovation, rehabilitation,
refitting, furnishing and equipping of the Marathon Key Resort through the date
of such Advance as described therein. Borrower shall attach to each Application
for Acquisition/Construction Advance a schedule specifying by name, current
address, and amount, all amounts owed to all independent third parties to whom
Borrower is obligated for labor, materials, or services supplied for the
acquisition, construction, development, renovation, rehabilitation, refitting,
furnishing and equipping of the Marathon Key Resort and all other expenses
incident thereto, and specifying those budgeted items which have been performed
by Borrower's Agents (as hereafter defined). The Application for
Acquisition/Construction Advance also shall contain an Affidavit of each
Borrower, accompanied, where required by TFC, by an AIA Application and
Certification for Payment signed by the Architect and Contractor, and such
schedules, affidavits, releases, waivers, statements, invoices, bills, and other
documents as TFC and the Title Company may reasonably request.

      (k) Approved Budget. The term "Approved Budget" shall mean the budget
attached as Schedule B attached hereto and made a part hereof, or such other
budget as may hereafter be approved by TFC in writing, for the acquisition,
construction, development, renovation, rehabilitation, refitting, furnishing and
equipping of the Marathon Key Resort. The Approved Budget also includes any
decreases or increases as permitted under this Agreement.

      (l) Approved Construction Schedule. The term "Approved Construction
Schedule" shall mean the schedule and order of construction of the Improvements
(as hereafter defined) set forth in Schedule C attached hereto and made a part
hereof, or such other schedule as may hereafter be approved by TFC in writing,
and any modifications permitted in accordance with this Agreement.

      (m) Approved Delegate. The term "Approved Delegate" shall have the meaning
ascribed to such term in Section 13.10(a) hereof.

      (n) Architect. The term "Architect" shall mean Bender and Associates, the
architect for design of the plans and specifications for the Improvements at
Marathon Key Resort, or any successor architect approved by the TFC.

      (o) Architect's Consent. The term "Architect's Consent" shall mean the
consent of the Architect to the Assignment of Architectural Contract, in the
form attached thereto.

      (p) Architectural Contract. The term "Architectural Contract" shall mean
AIA Document B141 Standard Form of Agreement between Borrower and Architect
entered into or to be entered into by Owner and Architect for architectural
services relating to the construction, development, renovation and
rehabilitation of the Marathon Key Resort, and in form and substance reasonably


                                       3
<PAGE>

acceptable to TFC, as the same may be amended from time to time with TFC's prior
written approval, which approval TFC agrees not to unreasonably withhold or
delay.

      (q) Assignment of Architectural Contract. The term "Assignment of
Architectural Contract" shall mean that certain Assignment of Architectural
Contract and Plans and Specifications, dated as of the date hereof, by Borrower
to Agent, as agent on behalf of each Lender, in the form attached hereto and
made a part hereof as Exhibit C, the same may be amended or modified from time
to time.

      (r) Assignment of Construction Contract. The term "Assignment of
Construction Contract" shall mean that certain Assignment of Construction
Contract, dated as of the date hereof, by Borrower to Agent, as agent on behalf
of each Lender, in the form attached hereto and made a part hereof as Exhibit D,
as the same may be amended or modified from time to time.

      (s) Assignment of Management Agreement. The term "Assignment of Management
Agreement" shall mean an assignment, in the form attached hereto and made a part
hereof as Exhibit F, by Borrower to Agent on behalf of each Lender, of all of
Borrower's rights under each management agreement for the Marathon Key Resort.

      (t) Assignment of Notes Receivable and Mortgages. The term "Assignment of
Notes Receivable and Mortgages" shall mean a recordable assignment of notes
receivable and mortgages, in the form attached hereto and made a part hereof as
Exhibit G, made by Borrower in favor of Agent, as agent for each Lender,
evidencing the assignment to Agent, as agent for each Lender, of all of the
Pledged Notes Receivable and Mortgages.

      (u) Assignment of Plans and Permits. The term "Assignment of Plans and
Permits" shall mean the assignment, in the form attached hereto and made a part
hereof as Exhibit H, by Borrower to Agent, on behalf of each Lender, of all
Plans and Permits (as such terms are hereafter defined).

      (v) Assignment of Rents and Leases. The term "Assignment of Rents and
Leases" shall mean that certain Assignment of Rents and Leases, dated as of the
date hereof, in the form attached hereto and made a part hereof as Exhibit E, by
Borrower to Agent, as agent on behalf of each Lender, assigning to Agent on
behalf of each Lender, all of Borrower's rights under each lease, sublease,
license, occupancy and other possessory agreements with respect to the Marathon
Key Resort, together with all rents, revenues, room charges, tariffs, royalties,
fees and income related thereto.

      (w) Intentionally Omitted.

      (x) Borrower's Agents. The term "Borrower's Agents" shall mean the
employees, officers, directors, managers, executives and persons owning or
controlling a controlling interest in each Borrower or any Affiliate of each
Borrower. "Controlling interest" shall mean the ownership or right to vote 5% or
more of the capital stock of each Borrower.

      (y) Borrower's Certificate and Request for Advance. The term "Borrower's
Certificate and Request for Advance" shall mean the form attached hereto and
made a part hereof as Exhibit J, as the same may be modified from time to time.


                                       4
<PAGE>

      (z) Borrowing Base. With respect to each Eligible Note Receivable pledged
to the Agent, as agent for Lenders, in connection with each Revolving Loan
Advance, an amount equal to ninety percent (90%) of the remaining principal
balance of each such Eligible Note Receivable.

      (aa) Borrowing Base Report. The term "Borrowing Base Report" shall have
the meaning ascribed to such term in Section 2.5(b) and shall be in the form
attached hereto and made a part hereof as Exhibit P.

      (bb) Business Day. Each day which is not a Saturday, a Sunday or a legal
holiday under the laws of the State of Rhode Island, the State of Connecticut or
the State of Florida.

      (cc) Capital Adequacy Events. The term "Capital Adequacy Events" shall
have the meaning ascribed to such term in Section 2.11 hereof.

      (dd) Closing Date. The date of this Agreement.

      (ee) Code. The Uniform Commercial Code in force in the State of Rhode
Island as amended from time to time.

      (ff) Collateral. The term "Collateral" shall have the meaning ascribed to
such term in Section 3 hereof.

      (gg) Collateral Data Report. The term "Collateral Data Report" shall have
the meaning ascribed to such term in Section 2.5(b) hereof and shall be in the
form attached hereto and made a part hereof as Exhibit L.

      (hh) Collection Costs. The term "Collection Costs" shall have the meaning
ascribed to such term in Section 2.8(a) hereof.

      (ii) Commitment. The term "Commitment" shall refer singly to the
obligation of each Lender to make a Loan or Loans to the Borrower in an
aggregate amount not to exceed the amount set forth on Schedule A-1 and Schedule
A-2 hereto, as the case may be, as the same may hereafter be amended from time
to time, for each Lender and collectively the aggregate amount of all Loans to
be made by all Lenders hereunder.

      (jj) Commitment Fee. The term "Commitment Fees" shall mean commitment fees
for the Acquisition/Construction Loan Component and the Revolving Loan Component
in the amounts and payable as provided in Section 2.12 hereof.

      (kk) Commitment Letter. The term "Commitment Letter" shall mean the
commitment letter dated June 27, 2003, along with any extensions thereto, issued
by TFC with respect to the Loan.

      (ll) Common Elements. All common elements at a Resort, including but not
limited to any limited common elements, as each such common element is defined
or provided for in the applicable Declaration or other Timeshare Documents.


                                       5
<PAGE>

      (mm) Completion. The term "Completion" shall mean the substantial
completion of the construction, development, renovation and rehabilitation of
the Improvements at the Marathon Key Resort in accordance with the Approved
Budget, the Approved Construction Schedule, the Construction Contracts, the
Architectural Contract, this Agreement and the Plans, as evidenced by: (a) a
permanent certificate of occupancy or its equivalent, if applicable, permitting
legal occupancy of the Marathon Key Resort, including each Unit and all related
facilities and amenities, issued by the local Governmental Authorities with
jurisdiction over construction, development, renovation, rehabilitation, use and
occupancy of the Marathon Key Resort, (b) a certificate of the Contractor and
Borrower in form and substance reasonably satisfactory to TFC regarding
completion of the construction, development, renovation and rehabilitation of
the Marathon Key Resort, and (c) a certificate of completion of the Inspecting
Architects/Engineers and Borrower regarding construction, development,
renovation and rehabilitation of the Marathon Key Resort in form and substance
reasonably satisfactory to TFC.

      (nn) Construction Contracts. The term "Construction Contracts" shall mean
the AIA Document A111 Standard Form of Agreement Between Owner and Contractor
entered into or to be entered into by Owner and Contractor and any other
contract for construction, development, renovation and rehabilitation of the
Marathon Key Resort, each in form and substance reasonably acceptable to TFC, as
the same may be amended from time to time with TFC's prior written approval,
which approval TFC agrees not to unreasonably withhold.

      (oo) Contractor. The term "Contractor" shall mean the general contractor
to be retained by Borrower for the completions of the Improvements in accordance
with the Approved Budget, the Construction Contracts, the Approved Construction
Schedule, the Plans and this Agreement, or any successor contractor, as approved
by TFC.

      (pp) Contractor's Consent. The term "Contractor's Consent" means the
consent of the Contractor to the Assignment of Construction Contract, in the
form attached thereto.

      (qq) Custodian. Lender's exclusive agent, custodian and bailee, who shall
be such Person or Persons designated by Borrower and approved by Agent in its
sole and absolute discretion, for the purposes of maintaining possession and
control of: (i) the original Pledged Notes Receivable, (ii) the original
Mortgages, (iii) the original Owner Beneficiary Agreement or other purchase
contract (including addendum) related to such Pledged Notes Receivable and
Mortgages, (iv) the original mortgage title policy for each Mortgage, and (v)
originals or true copies of the related truth in lending disclosure, loan
application, warranty deed, and, if required by Agent, the related Purchaser's
acknowledgement receipt and the Exchange Company application and disclosures, as
provided in Section 3.6.

      (rr) Custodial Agreement. The term "Custodial Agreement" shall mean the
agreement, in form and substance reasonably acceptable to TFC, between Borrower,
TFC and Custodian for the purposes of maintaining possession and control on
behalf of and as agent for each Lender of: (i) the original Pledged Notes
Receivable, (ii) the original Mortgages, (iii) the original Owner Beneficiary
Agreement or other purchase contract (including addendum) related to such
Pledged Notes Receivable and Mortgages, (iv) the original mortgage title policy
for each Mortgage, and (v) originals or true copies of the related truth in
lending disclosure, loan application, warranty deed,


                                       6
<PAGE>

and, if required by Agent, the related Purchaser's acknowledgement receipt and
the Exchange Company application and disclosures.

      (ss) Debtor Relief Laws. Any applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar
law, proceeding or device providing for the relief of debtors from time to time
in effect and generally affecting the rights of creditors.

      (tt) Declaration or Declarations. With respect to each Resort, the
applicable Declaration or Declarations described on Schedule D attached hereto
and made a part hereof.

      (uu) Deeded Timeshare Interest. A Timeshare Interest represented by a
limited warranty deed issued by Bluegreen Vacations Unlimited, Inc. in the name
of the Trustee.

      (vv) Default. An event or condition the occurrence of which immediately is
or, with a lapse of time or the giving or notice or both, becomes an Event of
Default.

      (ww) Default Rate. The term "Default Rate" shall have the meaning given to
such term in the Note.

      (xx) Division or Commission. The Governmental Authority of each state in
which a Resort is located, having jurisdiction over the establishment and
operation of the Resort in question and the sale of Intervals at such Resort.

      (yy) Intentionally Omitted.

      (zz) Eligible Notes Receivable. Those Pledged Notes Receivable which
satisfy each of the following criteria:

            (i)       Either Borrower shall be the sole payee;

            (ii)      it arises from a bona fide sale by either Borrower of one
                      or more Intervals;

            (iii)     the Interval sale from which it arises shall not have been
                      cancelled by Purchaser, and any statutory or other
                      applicable cancellation or rescission period shall have
                      expired and the Interval sale is otherwise in compliance
                      with this Agreement;

            (iv)      the Pledged Note Receivable is generated from the sale of
                      an Interval and it is secured by a Mortgage on the
                      purchased Interval;

            (v)       principal and interest payments on it are payable to
                      either Borrower in legal tender of the United States;

            (vi)      payments of principal and interest on it are payable in
                      equal monthly installments;


                                       7
<PAGE>

            (vii)     it shall have an original term of no more than one hundred
                      twenty (120) months;

            (viii)    a cash down payment has been received from Purchaser or
                      the maker in an amount equal to at least ten percent (10%)
                      of the actual purchase price of each Interval, and
                      Purchaser shall have received no cash or other rebates of
                      any kind;

            (ix)      Intentionally Omitted.

            (x)       no monthly installment is more than thirty (30) days
                      contractually past due at the time of an Advance in
                      respect of such Eligible Note Receivable, or more than
                      sixty (60) days contractually past due at any time;

            (xi)      the rate of interest payable on the unpaid balance is at
                      least the rate required so that when the Advance is made
                      in respect of such Eligible Note Receivable the average
                      interest rate on all Eligible Notes Receivable in respect
                      of which Advances are outstanding shall not be less than
                      fifteen percent (15%) per annum at any time provided,
                      however, that the interest rate on each such Pledged Note
                      Receivable shall not be less than eleven and 90/100
                      percent (11.9%) per annum;

            (xii)     subject to the rules of the Vacation Club, Purchaser of
                      the related Interval has immediate access, for the
                      timeshare period related to such purchase, to the Interval
                      described in the Mortgage securing such Eligible Note
                      Receivable, which Interval has been completed, developed,
                      and furnished in accordance with the specifications
                      provided in the Purchaser's Owner Beneficiary Agreement or
                      other purchase contract, public offering statement and
                      other Timeshare Documents; and Purchaser has, subject to
                      the terms of the Declaration, Owner Beneficiary Agreement
                      or other purchase contract, public offering statement and
                      other Timeshare Documents, complete and unrestricted
                      access to the related Interval and the Resort;

            (xiii)    neither Purchaser of the related Interval or any other
                      maker of the Note is a Borrower's Agent or an Affiliate of
                      either Borrower;

            (xiv)     Purchaser or other maker has no claim against either
                      Borrower and no defense, set-off or counterclaim with
                      respect to the Note Receivable;

            (xv)      the maximum remaining principal balance of any such Note
                      Receivable shall not exceed $30,000 and the total maximum
                      remaining principal balance of all Notes Receivable
                      executed by any one Purchaser or other maker shall not
                      exceed $50,000 in the aggregate (or such greater amount as
                      may be approved in writing in advance by TFC);


                                       8
<PAGE>

            (xvi)     it is executed by a U.S. resident; provided, however, that
                      no more than twenty percent (20%) of the outstanding
                      principal balance of all Eligible Notes Receivable may at
                      any time be comprised of Notes Receivable executed by
                      Canadian residents, and, to the extent such outstanding
                      principal balance of such Notes exceeds twenty percent
                      (20%), they shall not be considered Eligible Notes
                      Receivable;

            (xvii)    the original of such Note Receivable has been endorsed to
                      Agent and delivered to Custodian as provided in this
                      Agreement, and the terms thereof and all instruments
                      related thereto shall comply in all respects with all
                      applicable federal and state laws and the regulations
                      promulgated thereunder;

            (xviii)   the Unit in which the Interval being financed is located,
                      shall not be subject to any Lien which is not previously
                      consented to in writing by Agent.

            (xix)     all accrued and payable applicable taxes and other
                      assessments on the related Interval have been paid in
                      full; and

            (xx)      corporations, partnership or trusts may be allowed as
                      obligors under a Pledged Note Receivable subject to TFC's
                      prior written approval.

      (aaa) Encumbered Intervals. The Intervals subject to the Mortgages.

      (bbb) Environmental Indemnification Agreement. The term "Environmental
Indemnification Agreement" shall mean the Environmental Indemnification
Agreement, in the form attached hereto and made a part hereof as Exhibit K, to
be made by Borrower to Lenders pursuant to this Agreement, as the same may be
amended from time to time.

      (ccc) Environmental Laws. Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time ("CERCLA"),
the Resource Conservation and Recovery Act of 1976, as amended from time to time
("RCRA"), the Superfund Amendments and Reauthorization Act of 1986, as amended,
the federal Clean Air Act, the federal Clean Water Act, the federal Safe
Drinking Water Act, the federal Toxic Substances Control Act, the federal
Hazardous Materials Transportation Act, the federal Emergency Planning and
Community Right to Know Act of 1986, the federal Endangered Species Act, the
federal Occupational Safety and Health Act of 1970, the federal Water Pollution
Control Act, all state and local environmental laws, rules and regulations of
each state in which a Resort is located, as all of the foregoing legislation may
be amended from time to time, and any regulations promulgated pursuant to the
foregoing; together with any similar local, state or federal laws, rules,
ordinances or regulations either in existence as of the date hereof, or enacted
or promulgated after the date of this Agreement, that concern the management,
control, storage, discharge, treatment, containment, removal and/or transport of
Hazardous Materials or other substances that are or may become a threat to
public health or the environment; together with any common law theory involving
Hazardous Materials or substances which are (or alleged to be) hazardous to
human health or the environment, based on nuisance, trespass, negligence, strict


                                       9
<PAGE>

liability or other tortuous conduct, or any other federal, state or local
statute, regulation, rule, policy, or determination pertaining to health,
hygiene, the environment or environmental conditions.

      (ddd) Event of Default. Defined in Section 8.1 of this Agreement.

      (eee) Excess Funding. The term "Excess Funding" shall have the meaning
ascribed to such term in Section 2.9(b) hereof.

      (fff) Exchange Company. The term "Exchange company" shall mean RCI or
Interval International or any successor approved in writing by TFC, which
approval TFC agrees not to unreasonably withhold.

      (ggg) Financial Statements. The tax returns and balance sheets and
statements of income and expense of each Borrower, and the related notes and
schedules delivered by each Borrower to TFC prior to the date of this Agreement
and provided for in Section 4.1 of this Agreement; and the monthly, quarterly
and annual financial statements and reports required to be provided to TFC
pursuant to Section 7.1(h) (i), (ii), (iii), (iv), (v), (vi), (xi) and (xii).

      (hhh) Fiscal Year. The term "Fiscal Year" shall have the meaning ascribed
to such term in Section 7.1(h)(iii) hereof.

      (iii) GAAP. Generally accepted accounting principles, applied on a
consistent basis, as described in Opinions of the Accounting Principles Board of
the American Institute of Certified Public Accountants and/or in statements of
the Financial Accounting Standards Board which are applicable in the
circumstances as of the date in question.

      (jjj) Governmental Requirements. The term "Governmental Requirements"
shall mean all federal, state, and local rules, regulations, ordinances, laws,
and statutes which affect the use and occupancy of the Resorts, the completion,
use and occupancy of the Improvements, or Borrower's right to create or sell
Intervals.

      (kkk) Governmental Authority or Governmental Authorities. The terms
"Governmental Authority" and "Governmental Authorities" means the United States
of America and the state, county and town in which a Resort is located, and all
other governmental authorities having jurisdiction over Borrower, the Resorts,
or the creation or sale of Intervals.

      (lll) Hazardous Materials. "Hazardous substances," "hazardous waste" or
"hazardous constituents," "toxic substances", or "solid waste", as defined in
the Environmental Laws, and any other contaminant or any material, waste or
substance which is petroleum or petroleum based, asbestos, polychlorinated
biphenyls, flammable explosives, or radioactive materials.

      (mmm) Improvements. The term "Improvements" means the construction,
renovation, rehabilitation and development of all improvements at the Marathon
Key Resort as a 58 Unit timeshare resort consisting of 13 hotel units, 24 one
bedroom Units and 21 two bedroom Units, as provided in the Architectural
Contract, the Construction Contracts, this Agreement and the Plans.


                                       10
<PAGE>

      (nnn) Improvements Completion Date. The term "Improvements Completion
Date" shall mean the deadline for completion of each element of construction,
development, renovation and rehabilitation of the Improvements as set forth on
the Approved Construction Schedule, which shall not be later than October 1,
2004.

      (ooo) Indemnified Lender Parties. The term "Indemnified Lender Parties"
shall have the meaning ascribed to such term in Section 7.1(v) hereof.

      (ppp) Ineligible Notes Receivable. The term "Ineligible Notes Receivable"
shall have the meaning ascribed to such term in Section 2.9(b) hereof

      (qqq) Initial Revolving Loan Advance. The term "Initial Revolving Loan
Advance" shall mean the first Advance under the Revolving Loan Component, which
shall occur not later than the Initial Revolving Loan Advance Date.

      (rrr) Initial Revolving Loan Advance Date. The term "Initial Revolving
Loan Advance Date" shall mean the earlier of: (i) the date on which the Initial
Revolving Loan Advance is made, or (ii) March 1, 2004.

      (sss) Inspecting Architects/Engineers. The term "Inspecting
Architects/Engineers" shall mean such employees, representatives, and agents of
TFC or other third parties, who may, from time to time, conduct inspections of
the Improvements, the Marathon Key Resort and other Resorts, review Borrower's
compliance with the Agreement or perform other services related thereto, the
costs of which are to be borne by Borrower, provided, however, that if no
Default or Event of Default has occurred, Borrower shall not be required to bear
the expense of more than two (2) such inspections per year.

      (ttt) Interest Rate. The term "Interest Rate" shall mean: (i) with respect
to the Acquisition/Construction Loan Component, a variable rate of interest,
adjusted as of the first Business Day of each month, equal to the sum of the
Prime Rate (as defined hereafter), plus one and one-quarter percent (1.25%) per
annum, but in no event less than six and one-quarter percent (6.25%) per annum
(the "Acquisition/Construction Loan Component Interest Rate"); and (ii) with
respect to the Revolving Loan Component, a variable rate of interest, adjusted
as of the first Business Day of each month, equal to the sum of the Prime Rate,
plus one percent (1.0%) per annum, but in no event, less than six percent (6.0%)
per annum (the "Revolving Loan Component Interest Rate"). Interest shall be
computed on the average monthly outstanding principal balance of the component
in question at the applicable interest rate on the basis of a 360-day year and
twelve 30 day months.

      (uuu) Intentionally Omitted.

      (vvv) Interval. A Timeshare Interest compromised of a right to use and
occupy a Unit for a certain period of time each year or every other year in
perpetuity coupled with an undivided fee simple estate or an estate for years
therein acquired pursuant to an Owner Beneficiary Agreement.

      (www) Inventory Control Procedures. The term "Inventory Control
Procedures" shall have the meaning ascribed to such term in Section 6.24 hereof.


                                       11
<PAGE>

      (xxx) Lender Advance Report. The term "Lender Advance Report" shall have
the meaning ascribed to such term in Section 2.5(b) hereof.

      (yyy) Lien. Any interest in property securing an obligation owed to, or
claim by, a Person other than the owner of such property, whether such interest
arises in equity or is based on the common law, statute, or contract.

      (zzz) Loan or Loans. The terms "Loan" and "Loans" mean, as the context
requires, singly each loan and collectively all loans made by the Lenders to
either Borrower pursuant to this Agreement. The Loan shall consist of the
Revolving Loan Component in a maximum amount not to exceed $30,000,000 and the
Acquisition/Construction Loan Component in a maximum amount not to exceed
$11,800,000, which amounts shall be repaid as provided in Section 2.8 hereof.
Notwithstanding the foregoing, the maximum outstanding principal balance of the
Loan shall not exceed $30,000,000 at any time.

      (aaaa) Loan Documents. Collectively, this Agreement and the following
documents and instruments listed below as such agreements, documents,
instruments or certificates may be amended, renewed, extended, restated or
supplemented from time to time.

            (i)       This Agreement;

            (ii)      The Revolving Loan Component Note;

            (iii)     The Acquisition/Construction Loan Component Note;

            (iv)      The Environmental Indemnification Agreement;

            (v)       The Assignment of Notes Receivable and Mortgages;

            (vi)      Borrower's Certificate and Request for Advance;

            (vii)     The Lockbox Agreement;

            (viii)    The Marathon Key Resort Mortgage;

            (ix)      The Assignment of Rents and Leases;

            (x)       Financing Statements; UCC-1 Financing Statements covering
                      the Collateral, to be filed with the Secretary of State
                      and/or such other office where UCC-1 Financing Statements
                      are required to be filed pursuant to the Code;

            (xi)      The Assignment of Architectural Contract;

            (xii)     The Assignment of Construction Contract;

            (xiii)    The Assignment of Plans and Permits;

            (xiv)     The Servicing Agreement;


                                       12
<PAGE>

            (xv)      Application for Acquisition/Construction Advance;

            (xvi)     Assignment of Management Agreement;

            (xvii)    Negative Pledge;

            (xviii)   Custodial Agreement; and

            (xix)     Other Items; Such other agreements, documents,
                      instruments, certificates and materials as TFC may
                      reasonably request to evidence the Obligations; to
                      evidence and perfect the rights and Liens and security
                      interests of Agent, as agent for Lenders, contemplated by
                      the Loan Documents, and to effectuate the transactions
                      contemplated herein, as such agreements, documents,
                      instruments or certificates may be hereafter amended,
                      renewed, extended, restated or supplemented from time to
                      time.

      (bbbb) Loan Year. The term "Loan Year" shall mean, with respect to the
Revolving Loan Component only, the period from the Initial Revolving Loan
Advance Date through the last day of the immediately following full twelve (12)
months and each twelve (12) months thereafter.

      (cccc) Lockbox Agent. Fleet Bank, or such other financial institution as
may be approved by TFC in writing from time to time, which approval TFC agrees
not to unreasonably withhold.

      (dddd) Lockbox Agreement. The Lockbox Agreement, in form and substance
reasonably satisfactory to TFC, by and among Borrower, Agent, Servicing Agent
and Lockbox Agent, pursuant to which the Lockbox Agent is to provide lockbox,
reporting and related services and is to provide for the receipt of payments on
the Notes Receivable and the disbursement of such payments to Agent.

      (eeee) Management Agreements. The term "Management Agreements" shall mean
each management agreement for the Marathon Key Resort and each management
agreement for the Additional Eligible Resorts.

      (ffff) Marketing and Sales Expenses. The term "Marketing and Sales
Expenses" shall mean all promotion, lead generation, sales commissions and all
other marketing expenses incurred or paid by Borrower pursuant to any marketing
agreements or otherwise.

      (gggg) Mandatory Prepayment. Any prepayment required by Section 2.9(b) of
this Agreement.

      (hhhh) Marathon Key Resort. The term "Marathon Key Resort" shall mean the
real property presently known as the Marathon Best Western Resort, a
seventy-nine (79) room hotel, to be developed by Borrower as a fifty-eight (58)
unit timeshare resort, located in Marathon Key, Florida and more particularly
described in Schedule E attached hereto and made a part hereof.


                                       13
<PAGE>

      (iiii) Marathon Key Resort Mortgage. The term "Marathon Key Resort
Mortgage" shall mean the properly recorded, first priority mortgage, executed
and delivered by Bluegreen Vacations Unlimited, Inc. to Agent, as agent for each
Lender, in the form attached hereto and made a part hereof as Exhibit M,
securing and encumbering all of the right, title and interest of Bluegreen
Vacations Unlimited, Inc. in the Marathon Key Resort, and related or appurtenant
easements, access and use rights and benefits.

      (jjjj) Material Party. The term "Material Party" shall have the meaning
ascribed to such term in Section 4.1(f)(iii) and 4.5(f) hereof.

      (kkkk) Material Subcontractor. The term "Material Subcontractor" shall
have the meaning ascribed to such term in Section 4.1(f)(xvii) hereof.

      (llll) Maximum Available Revolving Amount. The term "Maximum Available
Revolving Amount" shall have the meaning ascribed to such term in Section 2.2(b)
hereof.

      (mmmm) Maximum Loan Amount. The term "Maximum Loan Amount" shall have the
meaning ascribed to such term in Section 2.1(b) hereof.

      (nnnn) Minimum Loan Usage Fee. The term "Minimum Loan Usage Fee" shall
have the meaning ascribed to such term in Section 2.10 hereof.

      (oooo) Mortgage. A properly recorded, first priority mortgage, deed of
trust, deed to secure debt, assignment of beneficial interest or other security
instrument, as applicable, executed and delivered by the Trustee to Bluegreen
Corporation, securing a Pledged Note Receivable and encumbering all of the
right, title and interest of the Trustee in the related Encumbered Interval and
Common Elements, and related or appurtenant easement, access and use rights and
benefits.

      (pppp) Negative Pledge. The term "Negative Pledge" shall mean the properly
recorded negative pledge for each Resort prohibiting the assignment of any
Management Agreement or reservation system for any Resort, except as expressly
provided herein, executed and delivered by Borrower to Agent, as Agent for each
Lender, in the form attached hereto and made a part hereof as Exhibit S.

      (qqqq) Note. The term "Note" shall mean, singly and collectively, the
Revolving Loan Component Note and the Acquisition/Construction Loan Component
Note.

      (rrrr) Note Receivable. The term "Note Receivable" shall mean a promissory
note executed in favor of Borrower in connection with a Purchaser's acquisition
of an Interval at the Resorts.

      (ssss) Notice of Borrowing. The term "Notice of Borrowing" shall have the
meaning ascribed to such term in Section 2.5(a) hereof.

      (tttt) Obligations. All amounts due or becoming due to each Lender in
respect of the Loan or Loans under any of the Loan Documents, including
principal, interest, prepayment premiums, contributions, taxes, insurance, loan
charges, custodial fees, attorneys' and paralegals'


                                       14
<PAGE>

fees and expenses and other fees or expenses incurred by a Lender or advanced to
or on behalf of Borrower by a Lender pursuant to any of the Loan Documents, and
the prompt and complete payment and performance by Borrower of all obligations,
indebtedness and liabilities pursuant to this Agreement or any of the Loan
Documents or otherwise

      (uuuu) Operating Contract or Operating Contracts. The terms "Operating
Contract" and "Operating Contracts" shall have the meaning ascribed to such
terms in Section 6.21 hereof.

      (vvvv) Operating Expenses. The term "Operating Expenses" shall mean the
total of all expenditures, computed in accordance with Generally Accepted
Accounting Principles, of whatever kind relating to the ownership, operation,
maintenance and management of the Resorts that are incurred on a regular monthly
or other periodic basis, including, without limitation, utilities, ordinary and
capital repairs and maintenance, insurance premiums, license fees, property
taxes and assessments, management fees, payroll and related taxes, computer
processing charges, operational equipment or other lease payments as approved by
TFC, and other similar costs.

      (wwww) Opinion of Counsel. The term "Opinion of Counsel" shall mean the
opinions of Borrower's legal counsel, satisfactory to TFC, in the forms attached
hereto and made a part hereof as Exhibits R-1 and R-2, executed and delivered to
the Agent, on behalf of the Lenders, as required hereunder.

      (xxxx) Owner Beneficiary. The Purchaser under an Owner Beneficiary
Agreement who acquires Owner Beneficiary Rights with appurtenant Vacation
Points.

      (yyyy) Owner Beneficiary Agreement. That certain owner beneficiary
agreement executed by a Purchaser in connection with the purchase of Owner
Beneficiary Rights and appurtenant Vacation Points, pursuant to which the
Purchaser thereunder directs Bluegreen Vacations Unlimited, Inc. to immediately
convey the Timeshare Interest purchased thereunder to the Trustee and the
Trustee to hold such Timeshare Interest pursuant to the Trust Agreement, at
which time the Purchaser becomes a member and an Owner Beneficiary of the
Vacation Club, is identified as an Owner Beneficiary in a schedule attached to
the Trust Agreement, as amended from time to time to include each new Owner
Beneficiary, and is entitled to certain Owner Beneficiary Rights under the Trust
Agreement and a specific number of Vacation Points corresponding to such rights,
which Vacation Points may be used by the Owner Beneficiary for lodging for
varying lengths of time at the various Resorts.

      (zzzz) Owner Beneficiary Rights. The beneficial rights provided to an
Owner Beneficiary under the Trust Agreement, which rights shall specifically
include the rights of performance provided to Owner Beneficiaries by the Trustee
and Vacation Points.

      (aaaaa) Participant. The term "Participant" shall mean, singly and
collectively, any bank or other entity, which is indirectly or directly funding
any Lender with respect to the Loan, in whole or in part, including, without
limitation, any direct or indirect assignee of, or participant in, the Loan.


                                       15
<PAGE>

      (bbbbb) Payment Authorization Agreement. The term "Payment Authorization
Agreement" shall mean any pre-authorized electronic debit agreement by Purchaser
for payment of a Note Receivable.

      (ccccc) Permits. The term "Permits" shall mean all permits, consents,
approvals and authorizations issued by any Governmental Authority for the
acquisition, construction, development, renovation, rehabilitation, use,
operation and occupancy of the Marathon Key Resort.

      (ddddd) Permitted Exceptions. The term "Permitted Exceptions" means those
exceptions to and encumbrances on title to the Marathon Key Resort which TFC has
approved on the date of this Agreement and which are described on Schedule F
attached hereto and made a part hereof.

      (eeeee) Person. An individual, partnership, corporation, limited liability
company, trust, unincorporated organization, other entity, or a government or
agency or political subdivision thereof.

      (fffff) Plans. The term "Plans" shall mean the final working drawings and
specifications for the construction of the Improvements, which will be prepared
by the Architect and approved by TFC from time to time, which approval TFC
agrees not to unreasonably withhold, and as may be modified pursuant to Section
7.2(o) hereof.

      (ggggg) Pledged Notes Receivable. Any Note Receivable related to the
Resorts which at any time has been pledged to Agent on behalf of Lenders by
Borrower pursuant to this Agreement or any of the Loan Documents.

      (hhhhh) Preparer. The term "Preparer" shall have the meaning ascribed to
such term in Section 4.1(d) hereof.

      (iiiii) Prime Rate. The highest prime rate of interest from time to time
announced or published in the Money Rates column of the Wall Street Journal
(Eastern Edition) (the "WSJ"). In the event that the prime rate announced or
published in the WSJ shall no longer be available, due to the nonexistence of
the WSJ or the WSJ's failure to publish or announce a prime rate, then the Prime
Rate shall be the highest prime rate published by a major money center bank
selected by Agent.

      (jjjjj) Pro Rata Percentage. The term "Pro Rata Percentage" shall mean the
applicable percentage of the Loan that each Lender has agreed to make to
Borrower pursuant to this Agreement.

      (kkkkk) Property or Properties. The term "Property" or "Properties" shall
mean any interest in any kind of property or asset, whether real, personal or
mixed, tangible or intangible.

      (lllll) Purchase Price. The term "Purchase Price" shall mean the total
purchase price of a timeshare Interval, as set forth in the Timeshare Documents
and Note Receivable relating to the purchase of such Interval.


                                       16
<PAGE>

      (mmmmm) Purchaser. The term "Purchaser" shall mean any Person who
purchases one or more Intervals.

      (nnnnn) Resort or Resorts (also "Eligible Resort" or "Eligible Resorts").
Individually and collectively, as applicable, each or all of the interval
ownership and time-share projects approved by Agent in accordance with Sections
3.7 and 4.5 hereof and set forth in Schedule nnnnn hereto, as may be amended
from time to time. The term "Resort" or "Resorts" includes, among other things,
the undivided annual or (biennial) timeshare ownership interests (Intervals) in
the respective Resorts, and the appurtenant exclusive rights to use Units in one
or more buildings or phases and all appurtenant or related properties,
amenities, facilities, equipment, appliances, fixtures, easements, licenses,
rights and interests, including without limitation, the Common Elements, as
established by and more fully defined and described in the respective
Declarations and the other Timeshare Documents.

      (ooooo) Intentionally Omitted.

      (ppppp) Revolving Credit Period. The term "Revolving Credit Period" shall
mean the period commencing on the Initial Revolving Loan Advance Date and ending
two years from the date of the Initial Revolving Loan Advance.

      (qqqqq) Revolving Loan Advance. The term "Revolving Loan Advance" shall
mean a portion of the proceeds of the Revolving Loan Component advanced by
Lender to Borrower in accordance with the provisions of this Agreement, which
Advance is to be used by Borrower solely for the purposes permitted hereunder.

      (rrrrr) Revolving Loan Component. The term "Revolving Loan Component"
shall mean that portion of the Loan in an amount not to exceed of $30,000,000 on
the terms and conditions described in Sections 2.2, 2.4, 2.7, 2.9 and 2.10
hereof, which amount shall be repaid as provided in Section 2.8 hereof.

      (sssss) Revolving Loan Component Note. The term "Revolving Loan Component
Note" shall mean that certain Note or Notes, in the form attached hereto and
made a part hereof as Exhibit N, dated the date hereof, and executed and
delivered by Borrower to Agent, as agent on behalf of each Lender evidencing the
Revolving Loan Component.

      (ttttt) Revolving Loan Maturity Date. The term "Revolving Loan Maturity
Date" shall have the meaning ascribed to such term in Section 2.8(c) hereof.

      (uuuuu) Intentionally Omitted.

      (vvvvv) Security. The term "Security" shall have the same meaning as in
Section 2(1) of the Securities Act of 1933, as amended.

      (wwwww) Servicing Agent. Agent's exclusive agent, which shall be such
Person or Persons designated by Borrower and approved by Agent in its sole
discretion, for the purposes of billing and collecting amounts due on account of
the Pledged Notes Receivable, providing reports pursuant to the Servicing
Agreement and performing other servicing functions not performed by the Lockbox
Agent. Bluegreen Corporation shall be the Servicing Agent until an


                                       17
<PAGE>

Event of Default shall have occurred and Agent replaces Bluegreen Corporation as
Servicing Agent as provided in Section 10.14.

      (xxxxx) Servicing Agreement. The term "Servicing Agreement" shall mean the
agreement by and among Bluegreen Vacations Unlimited, Inc., Bluegreen
Corporation and Agent on behalf of the Lenders, in form and substance acceptable
to TFC in its reasonable discretion, for the purposes of billing and collecting
on amounts due on account of the Pledged Notes Receivable, as the same may be
modified from time to time with TFC's prior written consent, which consent TFC
shall not unreasonably withhold.

      (yyyyy) Submissions. The term "Submissions" shall have the meaning
ascribed to such term in Section 4.1(d) hereof.

      (zzzzz) Intentionally Omitted.

      (aaaaaa) Summary of Weekly Advances. The term "Summary of Weekly Advances"
shall have the meaning ascribed to such term in Section 2.5(b) hereof.

      (bbbbbb) Survey. The term "Survey" means a survey of each Resort,
satisfactory to Borrower and TFC and prepared by a surveyor reasonably
satisfactory to TFC and the Title Company (as hereafter defined), which survey
shall show, among other things which may be reasonably requested by TFC or the
Title Company, the location and dimensions of all improvements, including the
Units, common elements and other buildings and improvements and shall indicate
the routes of ingress and egress for public access to the Resort in question,
all utility lines, walks, drives, building and setback lines, distances of the
all buildings and improvements from the building, setback and property boundary
lines, recorded or visible easements and rights-of-way on the applicable Resort,
and showing that there are no encroachments, improvements, projections, or
easements (recorded or unrecorded) on the property lines. The Survey shall
certify the acreage of the Resort, the location and number of parking spaces,
the height and square footage of the improvements thereon and shall indicate the
zoning designation for the Resort and whether the Resort is located within any
flood hazard area. The Survey must be prepared in accordance with the standards
set forth by ALTA/ACSM and those of any and all surveyors' bureaus or
associations of the jurisdiction in which the Resort is located as well as any
and all applicable laws and must be certified to TFC, Borrower and the Title
Company. The surveyor's certificate placed on the Survey shall be in form and
substance reasonably acceptable to the TFC and shall include a statement that
the Survey locates any and all items set forth as exceptions in the Title Policy
as TFC may reasonably require. The survey shall include a legal description of
the Resort by metes and bounds, and otherwise satisfy all of TFC's survey
requirements, and shall include any other information reasonably required by TFC
or the Title Company.

      (cccccc) Tangible Net Worth. The term "Tangible Net Worth" means, with
respect to any Person, the amount calculated in accordance with GAAP as: (i) the
consolidated net worth of such Person and its consolidated subsidiaries, plus
(ii) to the extent not otherwise included in such consolidated net worth,
unsecured subordinated debt of such Person and its consolidated subsidiaries,
the terms and conditions of which are reasonably satisfactory to TFC, minus
(iii) the consolidated intangibles of such Person and its consolidated
subsidiaries, including, without


                                       18
<PAGE>

limitation, goodwill, trademarks, tradenames, copyrights, patents, patent
allocations, licenses and rights in any of the foregoing and other items treated
as intangible in accordance with GAAP.

      (dddddd) Term. The term "Term" shall mean, as the case may be, the
Acquisition/Construction Loan Component Term or the Revolving Loan Component
Term.

      (eeeeee) Timeshare Act. The term "Timeshare Act" shall mean any statute,
act, regulation, ordinance, rule or law applicable to the establishment and
operation of the Resorts and the sales of the Intervals.

      (ffffff) Timeshare Documents. The term "Timeshare Documents" shall mean
any registration statement required under any Timeshare Act approving the
establishment and operation of the Resorts and the sales of Intervals, as well
as the Declaration and all other documents related to the creation and operation
of the Resort.

      (gggggg) Timeshare Interest. A timeshare estate comprised of a right to
use and occupy a Unit for a certain period of time each year or every other year
in perpetuity coupled with a fee estate or an estate for years acquired pursuant
to an Owner Beneficiary Agreement, which the Purchaser thereof directs Bluegreen
Vacations Unlimited, Inc. to immediately convey to the Trustee and the Trustee
holds such timeshare estate pursuant to the Trust Agreement, at which time, the
Purchaser becomes a member and an Owner Beneficiary of the Vacation Club, is
identified in a schedule attached to the Trust Agreement, amended from time to
time to include each new Owner Beneficiary, and is entitled to certain Owner
Beneficiary Rights under the Trust Agreement and a specific number of Vacation
Points corresponding to such rights, which Vacation Points may be used by the
Owner Beneficiary for lodging for varying lengths of time at the various Resorts
within the Vacation Club.

      (hhhhhh) Timeshare Owners' Association. The term "Timeshare Owners'
Association" shall mean, with respect to each Resort, the applicable
not-for-profit corporations described on Schedule H, attached hereto and made a
part hereof, as the same may be amended from time to time

      (iiiiii) Title Company. The term "Title Company" shall mean any title
company reasonably acceptable to TFC which issues the Title Policy and any
mortgage title policy.

      (jjjjjj) Title Policy. The term "Title Policy" means an ALTA extended
coverage lender's title insurance policy issued by the Title Company in the
amount of Eleven Million Eight Hundred Thousand Dollars ($11,800,000.00)
insuring that the Marathon Key Resort Mortgage constitutes a valid first
priority lien covering the Marathon Key Resort, without exception for mechanics'
liens or for matters that an accurate survey would disclose, subject only to the
Permitted Exceptions, and issued by the Title Company in favor of Agent, as
agent for each Lender. The Title Policy shall contain, to the extent available,
such affirmative coverage as TFC deems reasonably necessary, including but not
limited to an affirmative statement that the Title Policy insures Agent, as
agent for each Lender, together with their respective successors and assigns,
against all mechanics' and materialmen's liens arising from or out of completion
of the Work (as hereafter defined) at Marathon Key Resort and shall contain such
endorsements as TFC may reasonably request, in form and content acceptable to
TFC including, without


                                       19
<PAGE>

limitation, the following endorsements: (A) an endorsement insuring against
matters that would be disclosed by an accurate survey of the property; (B) an
endorsement insuring that no building restriction or similar exception to title
disclosed on the Title Policy has been violated and that any violation thereof
would not create or result in any reversion, reverter, or forfeiture of title;
(C) an endorsement insuring over any environmental superlien or similar lien on
all or any portion of the property; (D) variable rate endorsement; (E) land same
as survey endorsement; (F) ALTA 9 endorsement; (G) an endorsement that all
separate parcels comprising the property are contiguous and that the property
(or each parcel thereof) constitutes a separate tax lot; and (H) pending
disbursements endorsement.

      (kkkkkk) Total Acquisition Costs. The term "Total Acquisition Costs" shall
mean all costs, fees and expenses incurred in connection with the acquisition of
the Marathon Key Resort as approved by TFC in writing and as set forth in the
Approved Budget.

      (llllll) Total Construction Costs. The term "Total Construction Costs"
shall mean all costs, fees and expenses incurred in connection with the
construction, development, renovation and rehabilitation of all Improvements at
the Marathon Key Resort, as approved by TFC in writing and as set forth in the
Approved Budget.

      (mmmmmm) Intentionally Omitted.

      (nnnnnn) Transfer Account. The term "Transfer Account" shall mean the
account established by Agent, as described in Schedule I attached hereto and
made a part hereof, as the same may be amended from time to time, to which all
Loans by Lenders will be made.

      (oooooo) Trust Agreement. That certain Bluegreen Vacation Club Amended and
Restated Trust Agreement, dated as of May 18, 1994, by and among Bluegreen
Vacations Unlimited, Inc., the Trustee, the Bluegreen Resorts Management, Inc.
and Bluegreen Vacation Club, Inc., as amended, restated or otherwise modified
from time to time with prior written notice of any material amendment,
restatement or other modification to TFC, provided, however, that no such
amendment, restatement or other modification shall adversely affect in a
material manner the Collateral, together with all other agreements, documents
and instruments governing the operation of the Vacation Club.

      (pppppp) Trustee. Vacation Trust, Inc., a Florida corporation, in its
capacity as trustee under the Trust Agreement, and its permitted successors and
assigns.

      (qqqqqq) UCC-1 Financing Statements. The UCC-1 Financing Statements,
naming Borrower as debtor and Agent as secured party on behalf of each Lender
filed in connection with the Loans and all amendments thereto.

      (rrrrrr) Unit. The term "Unit" shall mean, with respect to each Resort,
one living unit in a building incorporated into the Resort pursuant to the
applicable Declaration, together with all related or appurtenant Common Elements
and related or appurtenant interests in services, easements and other rights or
benefits, as described and provided for in the Declaration, including but not
limited to the right to use the Resort amenities and facilities in accordance
with the Timeshare Documents.


                                       20
<PAGE>

      (ssssss) Vacation Club. Bluegreen Vacation Club Trust, doing business as
Bluegreen Vacation Club, formed pursuant to the Trust Agreement.

      (tttttt) Vacation Points. The value placed upon a nightly or weekly
occupancy of a Unit pursuant to the terms of an Owner Beneficiary Agreement,
which value is set forth within the Demand Balancing Standard (as defined in the
Trust Agreement).

      (uuuuuu) Voluntary Prepayment. The term "Voluntary Prepayment" shall mean
any voluntary prepayment of the Loan permitted to be made by Borrower under the
terms of this Agreement.

      (vvvvvv) Work. The term "Work" shall mean the completion of the
construction, development, renovation and rehabilitation of the Improvements at
the Marathon Key Resort as provided in the Construction Contracts, the
Architect's Contract, the Plans and this Agreement.

                             SECTION 2 -- THE LOAN

      2.1 Acquisition/Construction Loan Component and Lending Limits.

      (a) Acquisition/Construction Loan. Upon the terms and subject to the
conditions set forth in this Agreement, from time to time, but no more
frequently than once per calendar month, Borrower may submit an Application for
Acquisition/Construction Advance to TFC requesting an Acquisition/Construction
Advance under the Loan for the payment of costs and expenses incurred in
connection with the acquisition, construction, development, renovation,
rehabilitation, refitting, furnishing and equipping of the Marathon Key Resort
or for the payment of other costs and expenses incident to the Loan, as
specified in the Approved Budget. Upon submission by the Borrower to TFC of
satisfactory evidence of payment by the Borrower of such costs and expenses, or
upon submission by the Borrower of invoices for such costs and expenses of work,
services or materials performed, rendered or delivered to Borrower as of the
date of such Advance, as specified in the Approved Budget, and satisfaction of
the conditions to such Advance as provided herein, the proceeds of such Advance
shall be paid by the Lender(s) to the Borrower to reimburse the Borrower, or to
provide the Borrower with funds for such payment, subject at all times to the
terms and conditions of this Agreement. Borrower shall submit Applications for
Acquisition/Construction Advances to TFC at least five (5) Business Days prior
to the date of the Advance in question. The funds to be advanced shall be wired
to Bluegreen Vacations Unlimited, Inc.'s operating account as directed in
writing by Borrower, unless TFC shall, in its sole discretion, elect to fund
Advances through an escrow agent approved by TFC. The first
Acquisition/Construction Advance shall be made on the Closing Date.
Notwithstanding anything herein to the contrary, Lenders shall not be obligated
to make more than five (5) Acquisition/Construction Advances under any
circumstances and all such Advances must be made on or before the Improvements
Completion Date. If any portion of the Acquisition/Construction Loan Component
is not advanced by the Improvements Completion Date, then Borrower shall no
longer be entitled to request, nor shall Lenders be obligated to loan, an
advance of the Acquisition/Construction Loan Component.

      (b) Lending Limits. Borrower acknowledges, agrees and confirms that the
obligation of all Lenders, including TFC, to make Acquisition/Construction Loan
Advances under this


                                       21
<PAGE>

Agreement to the Borrower is limited to the lesser of: (i) 75% of the aggregate
of Total Acquisition Costs and Total Construction Costs as set forth in the
Approved Budget; or (ii) $11,800,000.00. Borrower further acknowledges, agrees
and confirms that the obligation of each Lender, including TFC, to make loans
hereunder to the Borrower is limited to: (i) with respect to each
Acquisition/Construction Advance hereunder, each Lender's Pro Rata Percentage of
any such Acquisition/Construction Advance hereunder and (ii) with respect to all
Advances made hereunder, such Lender's obligation hereunder shall be limited to
its Commitment as set forth on Schedule A-1 hereto, as hereafter amended from
time to time. Notwithstanding anything herein to the contrary, the maximum
outstanding principal balance of the Loans, including the outstanding principal
balances of the Acquisition/Construction Loan Component and the Revolving Loan
Component, shall not exceed $30,000,000 in the aggregate at any time (the
"Maximum Loan Amount").

      (c) Expenditures in Excess of the Approved Budget. No Lender shall be
required to make any Acquisition/Construction Loan Advance so long as there
remains any outstanding amounts due which constitute amounts expended in excess
of the Approved Budget or any scheduled draw or Advance thereunder.

      (d) Limitations on Acquisition/Construction Loan Advances. Acquisition/
Construction Advances for Total Construction Costs shall be limited to direct
payment or reimbursement for work in place and materials delivered up to the
amounts shown in corresponding line items in the Approved Budget.

      2.2 Revolving Loan Component and Lending Limits.

      (a) Revolving Loan Component. Upon the terms and subject to the conditions
set forth in this Agreement, each Lender agrees severally, at any time and from
time to time during the Revolving Credit Period, to make a loan or loans to
Borrower, and Borrower may borrow, repay and reborrow during the Revolving
Credit Period only, with respect to the Revolving Loan Component only, in an
aggregate amount not to exceed at any time the lesser of: (i) each Lender's Pro
Rata Percentage of the amount of the Borrowing Base or (ii) the lending limits
set forth in section 2.2(b) hereof.

      (b) Lending Limits. Borrower acknowledges, agrees and confirms that the
obligations of all Lenders, including TFC, to make Loans under this Agreement to
Borrower is limited to the lesser of: (i) the Borrowing Base or (ii) $30,000,000
(the "Maximum Available Revolving Amount"). Borrower further acknowledges,
agrees and confirms that the obligation of each Lender, including TFC, to make
loans hereunder to Borrower is limited to: (i) with respect to each Revolving
Loan Advance hereunder, each Lender's Pro Rata Percentage of any such Advance
hereunder and (ii) with respect to all Revolving Loan Advances made hereunder,
such Lender's obligation hereunder shall be limited to its Commitment as set
forth on Schedule A-2 hereto. Notwithstanding anything herein to the contrary,
the maximum outstanding principal balance of the Loans, including the
outstanding principal balances of the Acquisition/Construction Loan Component
and the Revolving Loan Component, shall not exceed the Maximum Loan Amount at
any time.


                                       22
<PAGE>

      (c) Revolving Loan Advance. Notwithstanding anything herein to the
contrary, the Revolving Loan Advances shall commence on the Initial Revolving
Loan Advance Date, provided that Advances under the Revolving Loan Component
with respect to Eligible Notes Receivable generated from the sale of Intervals
at the Marathon Key Resort shall commence no later than July 1, 2004.

      2.3 Making of Loans. Each Loan under this Agreement by a Lender shall be
made ratably in accordance with each Lender's respective Pro Rata Percentage,
provided, however, that the failure of any Lender to make any required Loan
shall not in itself relieve any other Lender of its obligation to make any
required Loan hereunder. Likewise, no Lender, including TFC, shall be
responsible or liable for the failure of any other Lender to make any Loan
required to be made by such other Lender, nor shall any Lender, including TFC,
be obligated to make any Loan or Loans in excess of its respective Pro Rata
Percentage, but not in excess of its Commitment, in the event that any other
Lender fails or refuses to make a Loan or Loans as provided hereunder, provided,
however, that if any other Lender shall fail to make its Pro Rata Percentage of
any Loan or Loans, TFC will be responsible for funding up to, but not in excess
of a total of $30,000,000. As and when additional Lenders, other than TFC,
execute and deliver this Agreement, then (A) such additional Lenders shall be
deemed to have simultaneously purchased from each of the other Lenders which has
previously executed and delivered this Agreement, a share in such other Lenders'
Loans so that the amount of the Loans of all Lenders shall be pro rata as
otherwise set forth above and (B) such other adjustments shall be made from time
to time as shall be equitable to insure that the Advances to Borrower are made
ratably by each Lender in accordance with its respective Pro Rata Percentage.
Nothing herein shall be deemed to relieve any Lender from its obligations
hereunder or to prejudice any rights TFC may have against any Lender as a result
of any Lender's failure to make any Loan or Loans as provided herein.

      2.4 Note Evidencing Borrower's Obligations. Borrower's obligations to pay
the principal of and interest on: (i) the Loan or Loans made by each Lender
under the Revolving Loan Component shall be evidenced by the Revolving Loan
Component Note and (ii) the Loan or Loans made by each Lender under the
Acquisition/Construction Loan Component shall be evidenced by the
Acquisition/Construction Loan Component Note. Each Note to Agent, as agent for
each Lender, shall be dated as of the date hereof and be in the stated principal
amount of the respective loan component. Each Note will mature on its respective
maturity date, bear interest as provided in Section 2.7 hereof and be otherwise
entitled to the benefits of this Agreement. Notwithstanding the stated principal
amount of either Note, the aggregate outstanding principal amount of the Loan at
any time shall be the aggregate principal amount owing on each Note at such
time. Agent shall and is hereby authorized to record on any grid attached to
each Note (or, alternatively, in its internal books and records) the date and
amount of each Advance made by Lenders, the interest rate and interest period
applicable thereto and each repayment thereof; and such grid or other books and
records shall, as between Borrower and each Lender, absent manifest error,
constitute prima facie evidence of the accuracy of the information contained
therein. Failure by Agent to so record any Advance made by Lenders (or any error
in such recordation) or any payment thereon shall not affect the Obligations of
Borrower under this Agreement or under the Notes and shall not adversely affect
Lender's rights under this Agreement with respect to the repayment thereof. At
the election of any Lender, Borrower shall execute and deliver to such Lender, a
Note in a stated principal amount equal to such Lender's Pro Rata Percentage of
the Loan, which such Note or Notes shall be on the same terms and


                                       23
<PAGE>

conditions as provided above and which Note or Notes shall be included within
the definition of "Note" as such term is used herein. If the delivery of any
such Note is required in connection with an increase, modification, or extension
of the Revolving Credit Period, the Maximum Loan Amount, the
Acquisition/Construction Loan Maturity Date, the Revolving Loan Maturity Date or
the amount of the Loan or any other modification to this Agreement, then
delivery of such Note shall be at the sole expense of Borrower. Otherwise,
delivery of such Note shall be at the sole expense of the Lender requesting the
Note.

      2.5 Notice of Advances.

      (a) Upon receipt by TFC from Borrower of a written request for an Advance
in accordance with Section 5 hereof and Borrower's satisfaction of the
requirements set forth in Section 5 hereof, TFC shall give a written notice (a
"Notice of Borrowing") to each Lender, (which Notice of Borrowing shall be given
to each Lender not less than one (1) business day prior to the date of the
proposed Advance) in the form attached hereto as Exhibit O setting forth: (i)
the total amount of the Advance requested by Borrower and whether it is a
request for an Advance under the Acquisition/Construction Loan Component or
under the Revolving Loan Component; (ii) the aggregate amount of all Loans
previously made by each respective Lender; (iii) the outstanding principal
balance of the Revolving Loan Component; (iv) the outstanding principal balance
of the Acquisition/Construction Loan Component; (v) the current applicable
Interest Rate as determined in accordance with Section 2.7 hereof; (vi) each
such Lender's Pro Rata Percentage of the requested Advance and (vii) the date on
which such Advance is to be made;

or, at the option of the Agent:

      (b) Agent shall provide to each Lender: (A) each month by the close of
business on the fifth (5th) business day following receipt by TFC from Borrower,
but in no event later than the 30th day of the month: (i) an updated borrowing
base report (a "Borrowing Base Report") in the form attached as Exhibit P; and
(ii) an updated trial balance and aging report for the Pledged Notes Receivable
(a "Collateral Data Report"); and (B) by the close of business on the tenth
(10th) business day following receipt by TFC from Borrower of the documents
described in Section 2.5(b)(A) above, (i) a summary of all Advances made by TFC
during the immediately preceding month (a "Summary of Weekly Advances"); and
(ii) a summary report of Advances and repayments or collections for the
immediately preceding month and a calculation of the amount of the Advance
required of such Lender (a "Lender Advance Report").

      2.6 Disbursement of Funds.

      (a) If notice of Advances is provided in accordance with Section 2.5(a)
above, then after receiving a Notice of Borrowing from TFC, each Lender shall,
not later than 11:00 a.m., Eastern Standard Time, on the date specified in such
Notice of Borrowing on which the proposed Advance is to be made, wire transfer
to Agent at the Transfer Account, in immediately available funds, an amount
equal to each such Lender's Pro Rata Percentage of the proposed Advance as set
forth in the Notice of Borrowing. Upon Agent's receipt of funds from each Lender
equal to the amount of the requested Advance, and subject to Borrower's
compliance with the terms and conditions of this Agreement, Agent shall disburse
the Advance to Borrower by wire transfer of


                                       24
<PAGE>

funds as directed in writing by Borrower. If Agent shall not receive funds from
any Lender as set forth above, then, subject to Section 2.3 hereof, the amount
of the Advance in question shall be automatically reduced by an amount equal to
the missing Lender's Pro Rata Percentage of the Advance in question, and Agent
shall, subject to Borrower's compliance with the terms and conditions of this
Agreement, disburse the Advance in the reduced amount to Borrower by wire
transfer of funds as directed in writing by Borrower. TFC, in its sole and
absolute discretion, may (but shall not be obligated to) make the full amount of
the requested Advance available to Borrower prior to the receipt by Agent from
one or more Lenders of funds representing such Lender's or Lenders' Pro Rata
Percentage of the Advance in question, subject to Section 2.3 hereof. If the
funds representing such Lender's or Lenders' Pro Rata Percentage of the Advance
in question are not received by Agent within two business days of the date of
such Advance, Borrower shall immediately, upon demand of TFC, repay such amount
to Agent. Nothing herein shall be deemed to relieve any Lender from its
obligations hereunder or to prejudice any rights TFC may have against any Lender
as a result of any Lender's failure to make any Loan or Loans as provided
herein; or

      (b) If Agent shall, at its sole and absolute discretion, elect to fund
periodic Advances on behalf of each of the Lenders, and in such event notice of
Advances is provided in accordance with Section 2.5(b) above, then by the close
of business on the third (3rd) business day following such Lender's receipt of
the Lender Advance Report, such Lender shall wire transfer to Agent at the
Transfer Account, in immediately available funds, the net amount due from such
Lender as set forth in the Lender Advance Report. If the funds representing such
Lender's amount of the Advance or Advances in question are not received by Agent
within five (5) business days of the date of such Lender's receipt of the Lender
Advance Report, Borrower shall immediately, upon demand of TFC, repay such
amount to Agent. Nothing herein shall be deemed to relieve any Lender from its
obligations hereunder or to prejudice any rights TFC may have against any Lender
as a result of any Lender's failure to make any Loan or Loans as provided
herein.

      2.7 Interest Rate. From and after the Closing Date, (i) with respect to
the Revolving Loan Component, including each Loan hereafter made pursuant to
Section 2.2(a) hereof, the Revolving Loan Component shall bear interest at the
Revolving Loan Component Interest Rate and (ii) with respect to the
Acquisition/Construction Loan Component, including each Loan hereafter made
pursuant to Section 2.1(a) hereof, the Acquisition/Construction Loan Component
shall bear interest at the Acquisition/Construction Loan Component Interest
Rate. Immediately upon the occurrence of an Event of Default and after the
respective maturity date (if the Loan is not paid in full on the respective
maturity date), at TFC's election, in its sole discretion, the entire Loan will
bear interest at the Default Rate.

      2.8 Payments. Borrower agrees punctually to pay or cause to be paid to
Agent, as agent for each Lender, all principal and interest due under each Note
in respect of the Loans. Borrower shall make the following payments on the
Loans:

      (a) Monthly Payments.

      (1) Revolving Loan Component. Borrower shall direct or otherwise cause all
makers of all Pledged Notes Receivable to pay all monies due thereunder to the
lockbox established pursuant to the Lockbox Agreement, or as otherwise required
by TFC. One hundred percent


                                       25
<PAGE>

(100%) of the cleared funds collected from the Pledged Notes Receivable each
week will be paid to Agent by the Lockbox Agent pursuant to the Lockbox
Agreement, and will be applied by Agent first to the payment of costs or
expenses incurred by TFC pursuant to this Agreement in creating, maintaining,
protecting or enforcing the Liens in and to the Collateral and in collecting any
amounts due to any Lender in connection with the Loan ("Collection Costs") and
the balance to each Lender in accordance with the applicable percentage of the
outstanding principal balance of the Loan that each Lender has made (the "Pro
Rata Payment Percentage") as provided in Section 2.8(d) hereof. Each Lender
shall apply the balance of each such payment in the following order: (i) to any
interest accrued at the applicable Default Rate, (ii) to the payment of accrued
and unpaid interest at the Revolving Loan Component Interest Rate, and (iii) to
the reduction of the principal balance of such Lender's outstanding Loans. In
the event that the cleared funds received by Agent are insufficient to pay the
amounts described in aforementioned clauses (i)-(ii), then Agent shall provide
Borrower with written notice of such insufficiency and Borrower shall pay the
insufficiency to Agent within five (5) days of the date of such written notice.
In the event Borrower receives any payments on any of the Pledged Notes
Receivable directly from or on behalf of the maker or makers thereof, Borrower
shall receive all such payments in trust for the sole and exclusive benefit of
Lenders; and Borrower shall deliver to the Lockbox Agent all such payments (in
the form so received by Borrower) as and when received by Borrower within one
(1) Business Day of receipt thereof, unless a Default or an Event of Default has
occurred and TFC shall have notified Borrower to deliver directly to Agent all
payments in respect of the Pledged Notes Receivable which may be received by
Borrower, in which event all such payments (in the form received) shall be
endorsed by Borrower to Agent as agent for Lenders and delivered to Agent by
Borrower within one (1) Business Day of receipt thereof; and

      (2) Acquisition/Construction Loan Component. Borrower shall pay to Agent
on or before the tenth day of each month an amount equal to: (i) any Collection
Costs; (ii) all interest accrued at the applicable Default Rate on the
Acquisition/Construction Loan Component; and (iii) all interest due and payable
as of the last day of the immediately preceding month on the outstanding
principal balance of the Acquisition/Construction Loan Component at the
Acquisition/Construction Loan Interest Rate. In the event that Borrower fails to
make the payment in question, Agent may, at its option, on or before the tenth
day of each month, make an Advance with respect to the Revolving Loan Component
and apply such Advance to the payment of amounts due in respect of the
Acquisition/Construction Loan Component as provided immediately above.

      (b) Semi-Annual Principal Payments. Borrower agrees to repay the
Acquisition/Construction Loan Component by making the following minimum
semi-annual principal repayments (inclusive of any release payments as described
in Section 2.16 hereof):

                                                    Semi-Annual      Cumulative
                                                    -----------      ----------
             On or before September 15, 2004:       $ 1,475,000      $ 1,475,000
             On or before December 15, 2004:        $ 3,441,666      $ 4,916,666
             On or before June 15, 2005:            $ 3,441,667      $ 8,358,333
             On or before September 15, 2005:       $ 3,441,667      $11,800,000


                                       26
<PAGE>

      Such semi-annual payments will be applied by each Lender as follows: (i)
first to interest at the applicable Default Rate; (ii) then to interest at the
Acquisition/Construction Loan Interest Rate; (iii) then to the reduction of
principal of the Acquisition/Construction Loan Component.

      (c) Final Payment. Unless sooner due as a result of acceleration or
otherwise, the entire outstanding principal amount of the Loan, together with
all other Obligations hereunder, shall be due and payable on the respective
maturity dates as follows: (i) the Acquisition/Construction Loan Component shall
be due and payable in full, with all accrued and unpaid interest thereon, on the
earlier of: (y) Sale of 85% of all Intervals at the Marathon Key Resort; or (z)
the Acquisition/Construction Loan Maturity Date; and (ii) the Revolving Loan
Component shall be due and payable in full, with all accrued and unpaid interest
thereon, on March 31, 2009 (the "Revolving Loan Maturity Date").

      (d) Payments to Lenders. Promptly upon receipt by Agent of any payment
from Borrower in accordance with this Sections 2.8, 2.9 and 2.16, and after
payment of any Collection Costs, Agent shall promptly wire transfer to each
Lender as described in Schedules A-1 and A-2 hereto, in immediately available
funds, each such Lender's Pro Rata Percentage of the payment in question.

      2.9 Prepayments.

      (a) Voluntary Prepayments.

      (i) Subject to the minimum usage requirement described in Section 2.10
below, during the Revolving Credit Period partial prepayments of the Revolving
Loan Component will only be allowed upon thirty (30) days prior written notice
to TFC, without penalty, solely as a result of the sale of the Pledged Notes
Receivable into a securitization and/or true-sale financing program arranged by
the Borrower, or into a term/conduit facility arranged by TFC. After any such
sale, the Borrower shall cause a minimum of $1,000,000 to remain outstanding
under the Loan for the term thereof.

      (ii) Subject to the minimum usage requirements described in Section 2.10
below, Borrower may prepay the Acquisition/Construction Loan Component, in whole
or in part, at any time, without penalty or premium.

      (iii) Upon expiration of the Revolving Credit Period, prepayment of the
Revolving Loan Component will be allowed, in whole or in part, upon thirty (30)
days prior written notice to TFC and the payment of a prepayment premium as
provided in Section 2.9(c)(i) hereof.

      (b) Mandatory Prepayments. If at any time and for any reason: (i) the
outstanding unpaid principal balance of the Revolving Loan Component shall
exceed the Maximum Available Revolving Amount; (ii) the outstanding unpaid
principal balance of the Revolving Loan Component divided by the aggregate
outstanding principal balance of all Eligible Notes Receivable pledged to Agent
hereunder shall exceed the Borrowing Base; or (iii) the outstanding unpaid
principal balance of both the Revolving Loan Component and the
Acquisition/Construction Loan Component shall exceed the Maximum Loan Amount
(each an "Excess Funding") then, within five (5) Business Days following the
date of written notice from TFC of the occurrence of such excess or, absent such
notice, within fifteen (15) days after the


                                       27
<PAGE>

end of the calendar month in which such excess occurred: (x) in the case of an
Excess Funding described in (i) or (ii) above, Borrower shall promptly repay the
principal balance of the Revolving Loan Component in an amount equal to such
Excess Funding or (y) in the case of an Excess Funding described in (iii) above,
Borrower shall prepay the principal balance of the Acquisition/Construction Loan
Component (and if necessary the Revolving Loan Component) in an amount equal to
such Excess Funding. If TFC has determined that Notes Receivable have been
delivered to Agent and were included in the Borrowing Base, which Notes
Receivable did not or no longer qualify as Eligible Notes Receivable
("Ineligible Notes Receivable"), Borrower shall substitute Eligible Notes
Receivable for such Ineligible Notes Receivable and thereby increase the
aggregate principal amount of Eligible Notes Receivable pledged to Agent as
agent for Lenders so that Excess Funding is eliminated. The pledge and delivery
to Agent as agent for Lenders of additional Eligible Notes Receivable shall
comply with the document delivery and recordation requirements set forth in
Section 5.1 of this Agreement and shall be accompanied by a written
certification of Borrower to the effect that such additional Pledged Notes
Receivable are Eligible Notes Receivable, and that, giving effect to the pledge
to Agent as agent for Lenders of such Eligible Notes Receivable, the outstanding
unpaid principal balance of the Revolving Loan Component divided by the
aggregate outstanding principal balance of all Eligible Notes Receivable pledged
to Agent hereunder is equal to or less than the Borrowing Base If Borrower
elects to prepay the excess principal balance of the Loan pursuant to this
Section 2.9(b), no prepayment premium shall be payable in connection with such
prepayment.

      (c) Premiums. Except as provided in Section 2.10 hereof, no prepayment
premium shall be required in connection with: (x) any voluntary prepayment made
in accordance with Section 2.8(b), Section 2.9(a)(i), Section 2.9(a)(ii) and
Section 2.9(b); or (y) in connection with any prepayment of the principal
balance of the Loan which arises from the prepayment of one or more Eligible
Notes Receivable by its maker or makers. Except as heretofore set forth,
Borrower shall, in connection with a prepayment, pay to the Agent on behalf of
the Lenders a prepayment premium as follows:

            (i)       Any prepayment of the Loan pursuant to Section 2.9(a)(iii)
                      above must be accompanied by a prepayment premium,
                      calculated as of the date immediately prior to such
                      prepayment, equal to one half of one percent (.50%) of the
                      amount prepaid.

            (ii)      Notwithstanding anything herein contained to the contrary,
                      any prepayment under this Section 2.9 must include all
                      accrued but unpaid interest, and accrued but unpaid
                      contributions, taxes, insurance, loan charges (including
                      Minimum Loan Usage Fees, if any), custodial fees,
                      attorneys' and paralegals' fees and expenses, and other
                      fees or expenses incurred by TFC or Lender or advanced to
                      or on behalf of Borrower by TFC or any Lender pursuant to
                      any of the Loan Documents accrued but unpaid.

      2.10 Minimum Loan Usage Fee. In addition to the interest payable pursuant
to this Agreement, during the Revolving Credit Period, Borrower shall pay to
Agent as agent for the Lenders with respect to each six month period commencing
on the Initial Revolving Loan Advance Date and with respect to each six month
period thereafter during the Revolving Credit Period, on the


                                       28
<PAGE>

fifth day after every such six month period, in arrears, a fee (the "Minimum
Loan Usage Fee") equal to the product of: (a) the excess, if any of (i)
$10,000,000.00 over (ii) the average daily outstanding principal balance of the
Loan for such six month period; times (b) one percent (1.00%) per annum.

      2.11 Capital Adequacy Events, Etc. If TFC shall have determined that the
applicability of any law, rule, regulation or guideline adopted pursuant to or
arising out of law, rule, regulation or guideline (including, but not limited
to, any United States law, rule, regulation or guideline) regarding capital
adequacy, or any change becoming effective in any of the foregoing or in the
enforcement or interpretation or administration of any of the foregoing by any
court or any domestic or foreign governmental authority, central bank or
comparable agency charged with the enforcement or interpretation or
administration thereof, or compliance by any Lender, with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on the capital of any Lender or any
Lender's holding company, as the case may be, to a level below that which any
Lender or its holding company, as the case may be, could have achieved but for
such applicability, adoption, change or compliance (taking into consideration
each Lender's or its holding company's, as the case may be, policies with
respect to capital adequacy) (the foregoing being hereinafter referred to as
"Capital Adequacy Events"), then, upon demand by TFC, Borrower shall pay to
Agent on behalf of any such Lender, from time to time, such additional amount or
amounts as will compensate any such Lender for any such reduction suffered,
provided that payments by Borrower pursuant to this Section 2.11 shall not
subject the Borrower to any prepayment premium under Section 2.9 hereof.

      2.12 Commitment Fee. Borrower and each Lender, other than Textron
Financial Corporation, acknowledge and agree that the following Commitment Fees
shall be due and payable exclusively to TFC for its services hereunder as
follows: (i) Acquisition/Construction Loan Component: an amount equal to
three-quarters of one percent (.75%) of the principal amount of the such
component or a total of $88,500, which commitment fee has been paid in full and
(ii) Revolving Loan Component: an amount equal to three-quarters of one percent
(.75%) of the principal amount of this component or a total of $225,000, which
shall be due and payable as follows: (a) $25,000 which amount has been paid by
Borrower; (b) $125,000 due on the Initial Revolving Loan Advance Date, but in no
event later than three (3) months from the Closing Date, and (c) $75,000 due on
the earlier of 6 months from the Closing Date or when the aggregate Revolving
Loan Advances total $20,000,000.00. Subject only to the foregoing condition,
Borrower and each Lender, other than Textron Financial Corporation, agree that
Agent has earned the entire Commitment Fee, notwithstanding whether a closing
occurs under this Agreement or whether the Loan or any portion thereof is
funded.

      2.13 Pro Rata Treatment. Each repayment of principal and interest on the
Revolving Loan Component and Acquisition/Construction Loan Component shall be
allocated among Lenders in accordance with their respective Pro Rata Payment
Percentage. Each Lender agrees that in computing such Lender's portion of any
Advance to be made hereunder, TFC may, in its discretion, round each Lender's
such Advance to the next higher or lower whole dollar amount. If any Lender
shall, through the exercise of a right of banker's lien, set-off, counterclaim
or otherwise, obtain payment with respect to its Loans which results in its
receiving more than its


                                       29
<PAGE>

Pro Rata Payment Percentage of any payments described above, then (A) such
Lender shall be deemed to have simultaneously purchased from each of the other
Lenders a share in such other Lender's Loans so that the amount of the Loans of
all Lenders shall be pro rata as otherwise set forth above, (B) such Lender
shall immediately pay to the other Lenders their Pro Rata Payment Percentage of
the payments otherwise received as consideration for such purchase and (C) such
other adjustments shall be made from time to time as shall be equitable to
insure that all Lenders share such payments ratably. If all or any portion of
any such excess payment is thereafter recovered from Lender which received the
same, the purchase provided in this Section 2.13 shall be deemed to have been
rescinded to the extent of such recovery, without interest. Borrower expressly
consents to the foregoing arrangements and agrees that each Lender so purchasing
a portion of another Lender's loans may exercise all rights of payment
(including all rights of set-off, banker's lien or counterclaim) with respect to
such portion as fully as if such Lender were the direct holder of such portion.

      2.14 Suspension of Advances. In addition to any other rights that Lenders
have hereunder, if any stay, order, cease and desist order, injunction,
temporary restraining order or similar judicial or nonjudicial sanction shall be
issued limiting or otherwise materially adversely affecting any Interval sales
activities, other business operations in respect of the Resorts, or the
enforcement of the remedies of Agent and Lenders hereunder, then, in such event,
Agent and Lenders shall have no obligation to make any Advances hereunder: (i)
in respect of Pledged Notes Receivable from the sale of Intervals which are the
subject of any stay, order, cease and desist order, injunction, temporary
restraining order or similar judicial or nonjudicial sanction has been issued
until the stay, order, cease and desist order, injunction, temporary restraining
order or similar judicial or nonjudicial sanction has been lifted or released to
the satisfaction of TFC and (ii) in respect of Pledged Notes Receivable from the
sale of Intervals at any Resort if: (x) the stay, order, cease and desist order,
injunction, temporary restraining order or similar judicial or nonjudicial
sanction in question has not been lifted or released to the satisfaction of TFC
within sixty (60) days of its issuance and (y) there is a reduction in the total
number of sales of Intervals by Borrower in any Loan Year of more than twenty
percent (20%) from the total number of sales of Intervals in the immediately
preceding Loan Year.

      2.15 Loan Participation.

      (a) TFC shall have the right, without prior notice to Borrower or any
other Lender or Borrower's or any other Lender's approval, to designate one or
more Participants or Lenders and to sell or grant to such Participants or
Lenders participation or co-lender interests in the Loan, and in the respective
Loan Documents, and in the Collateral, on terms and conditions satisfactory, in
its sole and absolute discretion, to TFC. In the event that TFC so designates a
Participant or Lenders and sells or grants such Participant or Lenders a
participation or co-lender interest in the Loan, such Participant or Lenders
shall communicate and deal only with TFC in respect to such Participant's or
Lenders interest in the Loan, the Loan Documents and the Collateral, and
Borrower shall communicate and deal only with TFC and not with any Participant
or other Lender. TFC shall provide Borrower with prior written notice of the
identity of each Participant and/or Lender. TFC shall use good faith efforts not
to designate one or more Participants or Lenders which Borrower has advised TFC,
in writing, are direct and material competitors of Borrower in the sale of
timeshare intervals and who are thus reasonably objectionable to Borrower.
Borrower agrees to, diligently and in good faith, cooperate with TFC


                                       30
<PAGE>

in connection with its consummation and administration of a written
participation or loan agreement or agreements with one or more Participants or
Lenders or their successors and assigns, and in complying with the terms of any
such participation or loan agreement, including with respect to periodic
deliveries of accountings and reports with respect to the Loan, the Loan
Documents and the Collateral. If the designation of such Participant or Lender
results in an increase, modification, or extension of the Revolving Credit
Period, the Maximum Loan Amount, the Acquisition/Construction Loan Maturity
Date, the Revolving Loan Maturity Date or the amount of the Loan or any other
modification to this Agreement, then the designation of such Participant or
Lender shall be at the sole expense of Borrower. Otherwise, the designation of
such Participant or Lender shall be at no cost to Borrower.

      (b) In the event that TFC shall elect to make the entire Loan, subject to
the terms and conditions of this Section 2.15, any and all agency provisions of
this Agreement shall be disregarded and TFC shall act solely on its own behalf
and shall hold the Collateral solely in its own name and for its own benefit,
subject to the terms and conditions of this Agreement.

      2.16 Release Payments. Notwithstanding anything herein or in any other
Loan Documents to the contrary, upon sale of each Interval at the Marathon Key
Resort, Agent and each Lender agree to release such Interval from the Lien of
the Marathon Key Resort Mortgage provided that: (i) no Default or Event of
Default has occurred and is continuing hereunder; (ii) the sale is a bona fide
sale to a Person other than Borrower, any of Borrower's Agents or any Affiliate
of either Borrower, at a Purchase Price and on such other terms and conditions
as are reasonably acceptable to TFC; and (iii) Borrower pays to Agent a release
price equal to the greater of: (y) $4,566 per Interval to be released or (z) an
amount sufficient, as determined by TFC in its sole discretion, such that the
Acquisition/Construction Loan Component will be repaid in full if 85% of all
Intervals are sold at such amount (the "Release Price"). The Release Price will
be applied to repayment of the Acquisition/Construction Loan Component as
provided in Section 2.8 hereof. Upon payment of the Acquisition/Construction
Loan Component in full, the Marathon Key Resort Mortgage shall be released in
full.

                            SECTION 3 -- COLLATERAL

      3.1 Grant of Security Interest. (a) To secure the payment and performance
of the Obligations, for value received, Borrower unconditionally and irrevocably
assigns, pledges and grants to Agent as agent for each Lender a continuing first
priority security interest in and to the Collateral and (b) for convenience of
administration, Agent is acting as agent for the Lenders under the Agreement.
Agent, as such agent, may execute any of its duties hereunder by or through its
agents, officers or employees and shall be entitled to rely upon the advice of
counsel as to its duties. Agent, as such agent, shall not be liable to the other
Lenders for any action taken or omitted to be taken by it in good faith and
shall neither be responsible to the Lenders for the consequences of any
oversight or error of judgment nor be answerable to the Lenders for any loss
unless the same shall happen through Agent's gross negligence or willful
misconduct. To the extent that Agent, as such agent, shall not be reimbursed by
the Borrower for any costs, liabilities or expenses incurred in such capacity,
the Lenders shall reimburse Agent therefor pro rata in accordance with their
respective Pro Rata Percentages (including Agent as one of the Lenders for this
purpose). Each Lender agrees that Agent shall be entitled to take and shall only
be required to take, any action which it is permitted to take under this
Agreement.


                                       31
<PAGE>

      Notwithstanding anything herein to the contrary, Borrower acknowledges and
agrees as that the Revolving Loan Component and the Acquisition/Construction
Loan Agreement shall each be secured by:

            (i)       a first priority security interest in the Eligible Notes
                      Receivable pledged to Agent on behalf of Lenders as
                      provided herein, the Mortgages with respect thereto;

            (ii)      the documents, instruments, accounts, chattel paper, and
                      general intangibles relating to the Pledged Notes
                      Receivable and the related Mortgages;

            (iii)     a first mortgage lien on the Marathon Key Resort;

            (iv)      a first lien in and to all equipment, furnishings,
                      inventory, supplies, account, chattel paper and general
                      intangibles at any time located at, arising out of the use
                      of and/or used in and the connection with the operation of
                      the Marathon Key Resort;

            (v)       an absolute and unconditional first assignment of any and
                      all leases, subleases, licenses, concessions, entry fees,
                      or other agreements which grant a possessory interest in
                      and to, or the right to use all or any portion of the
                      Marathon Key Resort, including any Units or Intervals, and
                      including, but not limited to, the current Sovereignty
                      Submerged Lands Lease between Marathon Key Resort and
                      Marathon, Ltd., as lessee and the Board of Trustees of the
                      Internal Improvement Trust Fund of the State of Florida,
                      and any replacement or new such lease between Borrower and
                      the Board of Trustees of the Internal Improvement Trust
                      Fund of the State of Florida (the "Submerged Lands
                      Lease"), and any and all modifications or amendments
                      thereto;

            (vi)      an absolute and unconditional first assignment of all of
                      the rents (excluding rents assigned to the owners
                      association), revenues, income, process, royalties, room
                      rents and charges, profits and other benefits payable for
                      using, leasing, licensing, possessing, operating from or
                      in, or otherwise enjoying all or any portion of the
                      Marathon Key Resort, including any Units or Intervals,
                      including, without limitation, damages received upon the
                      occurrence of a default with respect thereto;

            (vii)     an absolute and unconditional first assignment of all
                      other agreements to which Borrower is or becomes a party
                      or holds any interest therein and which in any way relate
                      to the acquisition, construction, development, renovation,
                      rehabilitation, refitting, furnishing, equipping, use,
                      occupancy, maintenance or enjoyment of the Marathon Key
                      Resort, including, but not limited to, the Architectural
                      Contract, the Construction Contracts and all utility
                      contracts, maintenance agreements and service


                                       32
<PAGE>

                      contracts, and any agreement guaranteeing the performance
                      of the obligations contained in any of the foregoing
                      agreements;

            (viii)    a first assignment of all marketing, sales and other
                      material agreements to which Borrower, any Affiliate of
                      either Borrower, any of Borrower's Agents or any owners
                      association are parties to and which pertain to the use,
                      occupancy, maintenance, service or enjoyment of the
                      Marathon Key Resort;

            (ix)      a security interest in any depository accounts, and any
                      other account, Lockbox or post office boxes, or proceeds
                      thereof, associated with the Eligible Notes whereby Agent
                      is conferred "control" of thereof in accordance with
                      Section 9-104 of the Uniform Commercial Code;

            (x)       all books, records, reports, computer tapes, disks and
                      software, to the extent assignable (not to include any
                      reservation system) relating to the Collateral;

            (xi)      all extensions, additions, improvements, betterments,
                      renewals, substitutions and replacements of, for or to any
                      of the Collateral relating to the Marathon Key Resort
                      wherever located, together with the products, proceeds,
                      issues, rents and profits thereof, and any replacements,
                      additions or accessions thereto or substitutions thereof;
                      and

            (xii)     a first assignment of all management, franchise and
                      license agreements for the Marathon Key Resort.
                      Notwithstanding the foregoing to the contrary, the
                      assignment of management, franchise and license agreements
                      for Marathon Key Resort shall be released at such time as
                      the Marathon Key Resort is declared a timeshare resort in
                      accordance with the provisions of this Agreement.

      3.2 Security Interest in All Pledged Notes Receivable. Notwithstanding
that Lenders may be obligated, subject to the conditions of the Loan Documents,
to make Advances only in respect of Eligible Notes Receivable pledged to Agent,
Lenders shall have a continuing security interest in all of the Pledged Notes
Receivable, including, without limitation, Eligible Notes Receivable that are or
may become ineligible, until any of the same may be released by Agent, if at
all.

      3.3 Financing Statements. Each Borrower agrees, at its own expense, to
execute the financing statements, continuation statements and amendments
provided for by the Code together with any and all other instruments or
documents and take such other action as may be required to perfect and to
continue the perfection of Agent's security interest in the Collateral. Each
Borrower hereby authorizes Agent to execute and/or file on each Borrower's
behalf any such financing statements, continuation statements and amendments.


                                       33
<PAGE>

      3.4 Priority of Each Lender's Liens. Each Lender shall have an equal
security interest in the Collateral based upon its Pro Rata Percentage and no
Lender's security interest in the Collateral shall have priority over any other
Lender's security interest in the Collateral.

      3.5 Insurance. Where insurance coverage with respect to the Resort(s) is
provided by the Timeshare Owners' Association, Borrower shall furnish Agent,
upon request, with satisfactory evidence that the Units and Resorts are
adequately insured. Borrower shall furnish to TFC evidence of insurance coverage
with respect to the Marathon Key Resort as required herein. All such insurance
coverage shall insure against such risks, be in such amounts, with such
companies and on such other terms as TFC may reasonably require. Each such
policy shall name Agent as an additional insured and loss payee as agent for
Lenders, as their respective interests may appear. In the event of a loss or
damage to any portion of: (i) any Resort other than the Marathon Key Resort, the
proceeds of insurance shall be applied as provided in the applicable
Declaration, or (ii) the Marathon Key Resort, while any portion of the
Acquisition/Construction Loan Component remains unpaid, Agent may, in its sole
discretion, apply the proceeds of any insurance policy to restoration and repair
of the Marathon Key Resort or to the repayment of the Loan in accordance with
Section 2.8 hereof, provided that upon repayment in full of the
Acquisition/Construction Loan Component, insurance proceeds with respect to the
Marathon Key Resort shall be applied as provided in the Declaration with respect
thereto.

      3.6 Protection of Collateral; Reimbursement. So long as no Default or
Event of Default exists, the portion of the Collateral consisting of: (i) the
original Pledged Notes Receivable, (ii) the original Mortgages, (iii) the
original Owner Beneficiary Agreement or other purchase contract (including
addendum) related to such Pledged Notes Receivable and Mortgages, (iv) the
original mortgage title policy for each Mortgage, and (v) originals or true
copies of the related truth-in-lending disclosure, loan application, warranty
deed, and if required by Agent, the related Purchaser's acknowledgement receipt
and the Exchange Company application and disclosures, shall be delivered, at
Borrower's expense to the Custodian, as agent and bailee for Lenders, as
provided in the Custodial Agreement, and held in the Custodian's possession and
control until the Obligations are fully satisfied. Borrower shall pay to the
Custodian all costs, fees and expenses as provided in the Custodial Agreement.
The portion of the Collateral delivered to the Custodian as described above
shall be held by the Custodian as provided in the Custodial Agreement. All
insurance expenses and all expenses of protecting the Collateral, including
without limitation, storing, warehousing, insuring, handling, maintaining and
shipping the Collateral, and any and all excise, property, intangibles, sales
and use taxes imposed by any state, federal or local authority on any of the
Collateral or in respect of the sale thereof shall be borne and paid by
Borrower; and if Borrower fails to promptly pay any portion thereof when due,
Agent may, at its option, but shall not be required to, pay the same and charge
Borrower's account therefor, and Borrower agrees promptly to reimburse Agent
therefor with interest accruing thereon daily at the Default Rate. All sums so
paid or incurred by Agent for any of the foregoing and any and all other sums
for which Borrower may become liable hereunder and all costs and expenses
(including attorneys' and paralegals' fees, legal expenses and court costs)
which Agent may incur in enforcing or protecting its Lien on, or rights and
interest in, the Collateral or any of its rights or remedies under this
Agreement or any other Loan Document or with respect to any of the transactions
hereunder or thereunder, until paid by Borrower to Agent with interest at the
Default Rate, shall be included among the Obligations,


                                       34
<PAGE>

and, as such, shall be secured by all of the Collateral. Upon the occurrence of
a Default or an Event of Default or a default by the Custodian under the
Custodial Agreement, TFC may, in its sole discretion, replace the Custodian at
any time with a person acceptable to TFC in its sole discretion, or elect to
hold the foregoing documents on its own behalf.

      3.7 Additional Eligible Resorts. From time to time during the Term,
Borrower may propose to TFC that one or more time-share plans and projects owned
and operated by Borrower be included among the Eligible Resorts in respect of
which Advances may be made. Any such proposal will be in writing, and will be
accompanied or supported by the due diligence and supporting Borrower, any
Affiliate of Borrower, project, financial and related information identified in
Section 4.5 hereto, and such other information as TFC may reasonably require.
Borrower will reasonably cooperate with TFC's underwriting and due diligence,
and Borrower will be responsible for payment upon billing for TFC's
out-of-pocket expenses in connection therewith. Subject to TFC's satisfactory
underwriting and due diligence review, including satisfaction of the conditions
in Sections 4 and 5 hereof as they relate to such time-share resorts, TFC may,
but shall not be required to, approve one or more such time-share resorts,
including future phases or condominiums in an existing Eligible Resort, as an
Eligible Resort qualifying for Revolving Loan Advances under and subject to the
terms of this Agreement and the other Loan Documents.

      Subject in each instance to TFC's acceptable underwriting and due
diligence review and TFC's prior written approval, any project as may be
approved by TFC after the Closing Date, if any, is hereinafter referred to as an
"Additional Eligible Resort". Any Revolving Loan Advances hereunder with respect
to any Additional Eligible Resort will be subject to all terms and conditions of
this Agreement and the other Loan Documents. Notwithstanding anything in this
Section 3.7 to the contrary, TFC may, in its sole and absolute discretion,
require that the Lenders unanimously consent to the approval of any project as
an Additional Eligible Resort.

      As a condition to approval of each Resort as an Eligible Resort, Borrower
shall execute and deliver for recording a Negative Pledge, prohibiting
assignment of the management agreements and reservation system for each such
Resort.

      3.8 Negative Pledge. Each Borrower agrees, at its own expense, to execute
and record a Negative Pledge prohibiting the assignment of the management
agreements and reservation systems for the Marathon Key Resort and each Eligible
Resort.

      3.9 Intentionally Omitted.

      3.10 Purchaser/Criteria. All Eligible Notes Receivable pledged as
Collateral to Agent subsequent to the Closing Date will be underwritten in a
manner consistent with the Borrower's general underwriting criteria, as approved
in writing by TFC, in its sole discretion. Borrower shall not materially alter
its general underwriting criteria without the prior written approval of TFC,
which approval, TFC may withhold in its sole discretion.

      3.11 Replacement Notes Receivable. Ineligible Notes Receivable, as such
term is defined in Section 2.9(b), shall be replaced with Eligible Notes
Receivable, to the extent available, on a dollar for dollar basis, provided,
however, that if Borrower is unable to deliver


                                       35
<PAGE>

Eligible Notes Receivable to replace any Ineligible Notes Receivable, Borrower
shall deliver additional Notes Receivable, if available, to Agent whether or not
such additional Notes Receivable satisfy the criteria for Eligible Notes
Receivable. In the event that any Eligible Note Receivable becomes available
thereafter, the Borrower shall promptly substitute such Eligible Note Receivable
for the Ineligible Note Receivable pledged to Agent.

                SECTION 4 -- CONDITIONS PRECEDENT TO THE CLOSING

      4.1 Conditions Precedent. The obligation of Agent and Lenders under this
Agreement and the obligation to fund any Advance, including any initial Advance,
hereunder shall be subject to the satisfaction of each of the following
conditions precedent, in addition to all of the conditions precedent set forth
elsewhere in the Loan Documents:

      (a) Representations, Warranties, Covenants and Agreements. The
representations and warranties contained in the Loan Documents are and shall be
true and correct in all material respects, and all covenants and agreements have
been complied with and are correct in all material respects, and all covenants
and agreements to have been complied with and performed by Borrower shall have
been fully complied with and performed to the satisfaction of TFC.

      (b) No Prohibited Acts. Borrower shall not have taken any action or
permitted any condition to exist which would have been prohibited by any
provision of this Agreement or the Loan Documents.

      (c) No Changes. That all information and documents heretofore delivered by
Borrower to TFC with respect to the Loan, Borrower or the Existing Resorts
remain true and correct in all respects.

      (d) Approval of Documents Prior to Closing Date. Except as otherwise
waived in writing by TFC in its sole and absolute discretion, Borrower has
delivered to TFC (with copies to TFC's counsel), at least five (5) Business Days
prior to the Closing Date, and TFC has reviewed and approved, prior to the
Closing Date, the form and content of all of the items specified in Subsection
4.1(d)(i) through (xxvi) below (the "Submissions"). TFC shall have the right to
review and approve any changes to the form of any of the Submissions. If TFC
disapproves of any changes to any of the Submissions, TFC shall have the right
to require Borrower either to cure or correct the defect objected to by TFC or
to elect not to fund the Loan or any Advance. Under no circumstances shall TFC's
failure to approve or disapprove a change to any of the Submissions be deemed to
be an approval of such Submissions. All of the Submissions were and shall be
prepared at Borrower's sole cost and expense. TFC shall have the right of prior
approval of any Person responsible for preparing a Submission ("Preparer") and
may disapprove any Preparer in its sole discretion, for any reason, including
without limitation, that TFC believes that the experience, skill, reputation or
other aspect of the Preparer is unsatisfactory in any respect. All Submissions
required pursuant to this Agreement shall be addressed to TFC and include the
following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL
CORPORATION AS AGENT FOR EACH LENDER IS RELYING ON THE WITHIN INFORMATION IN
CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO BLUEGREEN VACATIONS
UNLIMITED, INC., IN CONNECTION WITH THE SUBJECT COLLATERAL."


                                       36
<PAGE>

            (i)       A certificate in the form attached as Exhibit J, to be
                      dated as of the Closing Date and signed by the president,
                      vice president, or secretary of each Borrower, certifying
                      that the conditions specified in Sections 4.1(a), (b) and
                      (c) above are true;

            (ii)      Copies of the articles of incorporation of each Borrower
                      together with any amendments thereto, currently certified
                      to be true and complete by each Borrower and the Secretary
                      of State of the States of Florida and Massachusetts, as
                      applicable, and a current certificate of good standing for
                      each Borrower, and copies of any amendments to the by-laws
                      of each Borrower, certified to be true, correct and
                      complete by the secretary or assistant secretary of each
                      Borrower;

            (iii)     A certificate of the Secretary of each Borrower certifying
                      the adoption by the Board of Directors of such Borrower of
                      a resolution authorizing such Borrower to enter into and
                      execute this Agreement, the Notes and the other Loan
                      Documents, to borrow the Loan from Lenders, and to grant
                      to Lenders a first priority security interest in and to
                      the Collateral;

            (iv)      A certificate of the secretary or assistant secretary of
                      each Borrower certifying the incumbency, and verifying the
                      authenticity of the signatures of the specified officers
                      of such Borrower authorized to sign the Agreement, the
                      Notes and the other Loan Documents;

            (v)       Copies or other evidence of all loans to each Borrower
                      from any of Borrower's Agents or Affiliates of Borrower;

            (vi)      The Title Policy;

            (vii)     The Survey for the Marathon Key Resort;

            (viii)    The Opinion of Counsel in the form attached as Exhibit
                      R-1;

            (ix)      Such searches of the applicable public records as it deems
                      necessary under Florida law, and other applicable law to
                      verify that Agent has a first or second, as applicable,
                      and prior perfected Lien and security interest covering
                      all of the Collateral. Lenders shall not be obligated to
                      fund any Advance if TFC determines that Lenders do not
                      have a first or second, as applicable, and prior perfected
                      lien and security interest covering any portion of the
                      Collateral, except as expressly provided herein;

            (x)       An independent search to verify that there are no
                      bankruptcy, foreclosure actions or other material
                      litigation or judgments pending or outstanding against the
                      Marathon Key Resort, any portion of the Collateral, either
                      Borrower or any Affiliates of either Borrower (each a
                      "Material Party"). The term "other material litigation" as
                      used herein


                                       37
<PAGE>

                      shall not include matters in which (i) a Material Party is
                      plaintiff and no counterclaim is pending or (ii) which TFC
                      determines in its sole discretion exercised in good faith,
                      are immaterial due to settlement, insurance coverage,
                      frivolity, or amount or nature of claim. Lenders shall not
                      be obligated to fund any Advance if TFC determines that
                      any such litigation is pending;

            (xi)      Title Searches for the Marathon Key Resort, together with
                      legible copies of each exception or matter noted thereon;

            (xii)     Evidence that Borrower is maintaining all policies of
                      insurance required by and in accordance with Section
                      7.1(d) hereof, including copies of the most current paid
                      insurance premium invoices;

            (xiii)    To the extent available, copies of all applicable
                      government permits, approvals, consents, licenses and
                      certificates with respect to the construction,
                      development, renovation, rehabilitation, use, occupancy
                      and operation of the Marathon Key Resort;

            (xiv)     Evidence satisfactory to TFC that all taxes and
                      assessments owed by or for which Borrower is responsible
                      for collection had been paid with respect to the Marathon
                      Key Resort and the Collateral, including but not limited
                      to sales taxes, room occupancy taxes, payroll taxes,
                      personal property taxes, excise taxes, intangible taxes,
                      real property taxes and any assessments related to the
                      resorts or the Collateral. Copies of the most current tax
                      bills for the Marathon Key Resort;

            (xv)      Evidence that the use and operation of the portions of
                      each Marathon Key Resort with all applicable zoning,
                      building, health, safety and fire codes and regulations;

            (xvi)     Evidence, satisfactory to TFC, that Borrower has
                      contributed in equity at least 25% of the Total
                      Acquisition Costs of the Marathon Key Resort and has not
                      less than $450,000.00 in unrestricted available cash for
                      construction, development, renovation, rehabilitation,
                      refitting, furnishing and equipping of the Improvements;

            (xvii)    Letters from all appropriate companies evidencing the
                      availability of all necessary utilities to the
                      Improvements;

            (xviii)   Payoff letters and releases from all existing mortgages
                      encumbering the Marathon Key Resort;

            (xix)     To the extent available, copies of all contracts, in form
                      and content acceptable to TFC, that have been executed by
                      and between the Contractor and a construction manager,
                      subcontractor, materialman, or supplier that is to provide
                      labor or materials in connection with the development and
                      construction of the Improvements in accordance with


                                       38
<PAGE>

                      the Plans and Specifications with a value of $150,000.00
                      or more ("Material Subcontractor"), which shall contain
                      the agreement of the subcontractor to perform its
                      respective contract for TFC following the occurrence of an
                      Event of Default. In addition, TFC must have received a
                      list of all Material Subcontractors working on the
                      Improvements, together with copies of their respective
                      contracts, showing the name, address, and telephone number
                      of each Material Subcontractor, the work or material
                      performed or supplied thereby, and the total amount of
                      each relevant contract and subcontract and amounts paid
                      through the date on which such list was completed;

            (xx)      An environmental report or reports covering the Marathon
                      Key Resort, confirming (to the extent relevant, in TFC's
                      reasonable discretion):

                          (1) The absence of Hazardous Materials on, under, or
                      affecting the Marathon Key Resort, except for commercially
                      reasonable amounts thereof commonly found at residential
                      and resort properties in the immediate vicinity of the
                      Resort;

                          (2) That the engineering or environmental consulting
                      firm has obtained, reviewed, and included within its
                      report a CERCLIS printout from the Environmental
                      Protection Agency ("EPA"), statements from the EPA and
                      other applicable state and local authorities, and such
                      other information as Borrower or TFC may reasonably
                      require, including, without limitation, a Phase I
                      Environmental Inspection, all of which information shall
                      confirm that there are no known or suspected Hazardous
                      Materials located at, used or stored on, or transported to
                      or from the Marathon Key Resort or in such proximity
                      thereto as to create a material risk of contamination,
                      except for commercially reasonable amounts thereof
                      commonly found at residential and resort properties in the
                      immediate vicinity of the Marathon Key Resort;

                          (3) The absence of radon gas at the Marathon Key
                      Resort, including all of the Units, or, if radon gas is
                      found to be present in any part of the Marathon Key Resort
                      or the Units, that such presence is of a nature or
                      magnitude so as to be fully in compliance with applicable
                      standards under the Environmental Laws and all other
                      applicable laws or standards; and

                          (4) The absence of friable asbestos within the Units,
                      or elsewhere at the Marathon Key Resort or, if friable
                      asbestos is found to be present in any part of the
                      Marathon Key Resort, that such presence is of a nature or
                      magnitude that is able to be removed by a licensed removal
                      contractor for a guaranteed maximum sum satisfactory to
                      Borrower and TFC and included in the Approved Budget;


                                       39
<PAGE>

            (xxi)     An MAI appraisal of the Marathon Key Resort, including but
                      not limited to all real and personal property located
                      thereon, prepared by a nationally recognized appraisal
                      firm and in form and content acceptable to TFC, in its
                      sole discretion;

            (xxii)    The Financial Statements;

            (xxiii)   Such credit references on each Borrower as TFC deems
                      necessary in its sole discretion;

            (xxiv)    Evidence satisfactory to TFC that there is no material
                      litigation, written complaint, suit, action, written claim
                      or written charge pending or threatened against either
                      Borrower or any Affiliate of either Borrower with any
                      court or with any governmental authority or the Marathon
                      Key Resort;

            (xxv)     A fully executed contract(s) evidencing the acquisition of
                      the Marathon Key Resort by the Borrower, and any
                      extensions or reinstatements thereof;

            (xxvi)    The Submerged Lands Lease; and

            (xxvii)   Such other documents and instruments as TFC and/or the
                      Title Company may reasonably request.

      (e) Execution and Delivery of Loan Documents. In addition to the
Submissions, Borrower shall have delivered to TFC, on or before the Closing
Date, the following Loan Documents, each of which shall be in the form of the
respective Loan Documents, shall be executed by the appropriate party thereto,
other than Agent or any Lender, and each of which when required, shall be in
recordable form:

            (i)       This Agreement.

            (ii)      The Opinion of Counsel in the form attached as Exhibit
                      R-1.

            (iii)     Revolving Loan Component Note.

            (iv)      Acquisition/Construction Loan Component Note.

            (v)       Marathon Key Resort Mortgage.

            (vi)      Assignment of Rents and Leases.

            (vii)     Assignment of Construction Contract.

            (viii)    Assignment of Architectural Contract.

            (ix)      Assignment of Plans and Permits.


                                       40
<PAGE>

            (x)       Environmental Indemnification Agreement.

            (xi)      Financing Statements. Original UCC financing statements
                      covering the Collateral, filed with the Secretary of State
                      of Florida.

            (xii)     Assignment of Management Agreement.

            (xiii)    Negative Pledge.

            (xiv)     Other Items. Such other agreements, documents,
                      instruments, certificates and materials as TFC may request
                      to evidence the Obligations; to evidence and perfect the
                      rights and Liens and security interests of Agent as agent
                      for Lenders contemplated by the Loan Documents, and to
                      effectuate the transactions contemplated herein.

      In the event that the Construction Contract and/or the Architectural
Contract have not been executed as of the date hereof, Borrower shall deliver
copies of such contracts and the applicable consent(s) to Agent upon execution
of the Construction Contract and/or the Architectural Contract. TFC shall not be
obligated to fund any Advance of the Acquisition/Construction Component after
the initial Advance of the Acquisition/Construction Component unless and until
the executed Construction Contract, Architectural Contract, Contractor's Consent
and the Architect's Consent each have been delivered to TFC.

      (f) General Closing Date Conditions. On or before the Closing Date, the
following conditions shall also be satisfied as determined by TFC in its sole
discretion:

            (i)       Agent shall have received and approved of the physical
                      inspection of the Marathon Key Resort conducted by TFC and
                      the Inspecting Architect/Engineers;

            (ii)      That no Default or Event of Default has occurred or may
                      occur hereunder; and

            (iii)     That there has been no adverse material change to the
                      business affairs or financial condition of either Borrower
                      or any material adverse change in the conditions on
                      properties of the Marathon Key Resort.

      4.2 Closing Date Advances. In the event that Borrower desires to have
Lenders make an Acquisition/Construction Advance at Closing, Borrower shall also
comply with all of the requirements of Section 5.1(a) below at least five (5)
Business Days prior to the Closing Date.

      4.3 Expenses. Borrower shall have paid all fees and expenses required to
be paid pursuant to this Agreement. Lenders shall have no obligation to fund any
Loan or make the initial Advance or any subsequent Advance unless (a) the amount
of the initial Advance together with any moneys paid by Borrower is sufficient
to satisfy all fees and expenses required to be paid pursuant to this Agreement,
and (b) the Advance will not be used for any of the uses set forth in Section
6.12(b).


                                       41
<PAGE>

      4.4 Proceedings Satisfactory. Each Borrower shall execute all of the Loan
Documents approved by TFC on the Closing Date, and all actions taken in
connection with the execution or delivery of the Loan Documents, and all
documents and papers relating thereto, shall be satisfactory to TFC and its
counsel. TFC and its counsel shall have received copies of such documents and
papers as TFC or such counsel may reasonably request in connection therewith,
all in form and substance satisfactory to TFC and its counsel.

      4.5 Conditions Precedent to Funding of Advances with Respect to Additional
Eligible Resorts. As provided in Section 3.7 hereof, Borrower may propose to TFC
that TFC approve one or more timeshare plans for inclusion hereunder as an
Additional Eligible Resort in respect of which Revolving Loan Advances may be
made. The obligation of Lenders to fund any Revolving Loan Advances with respect
to an Additional Eligible Resort shall be subject to the satisfaction of each of
the following conditions precedent, in addition to all of the conditions
precedent set forth elsewhere in the Loan Documents:

      (a) Representations, Warranties, Covenants and Agreements. The
representations and warranties contained in the Loan Documents are and shall be
true and correct in all material respects, and all covenants and agreements have
been complied with and shall be correct in all material respects, and all
covenants and agreements to have been complied with and performed by Borrower
shall have been fully complied with and performed to the satisfaction of TFC.

      (b) No Prohibited Acts. Borrower shall not have taken any action or
permitted any condition to exist which would have been prohibited by any
provision of the Loan Documents.

      (c) Approval of Documents Prior to Advance. Except as otherwise waived in
writing by TFC in its sole and absolute discretion, Borrower has delivered or
caused to be delivered to TFC (with copies to TFC's counsel), at least fifteen
(15) Business Days prior to the date of each such Advance, and TFC has reviewed
and approved, at least five (5) Business Days prior to the date of each such
Advance, the form and content of all of the items specified in each of the
Submissions required pursuant to this Section 4.5. TFC shall have the right to
review and approve any changes to the form of any of the Submissions. If TFC
disapproves of any changes to any of the Submissions, TFC shall have the right
to require Borrower either to cure or correct the defect objected to by TFC or
to elect on behalf of Lenders not to fund the Loan or any Advance. Under no
circumstances shall TFC's failure to approve or disapprove a change to any of
the Submissions be deemed to be an approval of such Submissions. All of the
Submissions were and shall be prepared at Borrower's sole cost and expense,
unless expressly stated to be an obligation and expense of TFC. TFC shall have
the right of prior approval of any Preparer and may disapprove any Preparer in
its sole discretion, for any reason, including without limitation, that TFC
believes that the experience, skill, reputation or other aspect of the Preparer
is unsatisfactory in any respect. All Submissions required pursuant to this
Agreement shall be addressed to TFC and include the following language: "THE
UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION AS AGENT FOR EACH
LENDER IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION
TO MAKE A LOAN TO BLUEGREEN VACATIONS UNLIMITED, INC. IN CONNECTION WITH THE
SUBJECT COLLATERAL."


                                       42
<PAGE>

            (i) a certificate in the form attached as Exhibit J, to be dated as
            of the date of each such Advance and signed by the president, vice
            president, or secretary of each Borrower, certifying that the
            conditions specified in Sections 4.5(a) and (b) above are true;

            (ii) to the extent not previously provided, copies of the articles
            of incorporation of each Borrower, together with any amendments
            thereto, currently certified to be true and complete by each
            Borrower and the Secretary of State of the States of Florida and
            Massachusetts, as applicable, and a current certificate of good
            standing for each Borrower issued by the Secretary of State of the
            States of Florida and Massachusetts, a current certificate of
            authority to conduct business issued by the secretary of state in
            each state in which Borrower conducts business, and copies of the
            by-laws of each Borrower certified to be true, correct and complete
            by the secretary or assistant secretary of each Borrower;

            (iii) a Survey for each Additional Eligible Resort for which
            Eligible Notes Receivable are being pledged to Agent in connection
            with the Advance in question (an existing survey is acceptable
            provided that Borrower will provide TFC with a current surveyor's
            certificate if TFC requests such certificate in connection with the
            approval of the Additional Eligible Resort);

            (iv) a certificate of the secretary or assistant secretary of each
            Borrower certifying the adoption by the board of directors thereof,
            respectively, of a resolution authorizing the addition of the Resort
            in question as an Additional Eligible Resort and to authorize each
            Borrower to enter into, execute and deliver any Documents in
            connection therewith;

            (v) a certificate of the secretary or assistant secretary of each
            Borrower certifying the incumbency, and verifying the authenticity
            of the signatures, of the specified officers of each Borrower
            authorized to sign all documents required in connection with such
            Additional Eligible Resort as required pursuant to this Section 4.5;

            (vi) an inspection report or reports covering each Additional
            Eligible Resort for which an inspection report has not been
            previously provided and for which Eligible Notes Receivable are
            being pledged to Agent in connection with the Advance in question,
            including without limitation all real property and personal property
            subject to the Declaration and all adjacent property, confirming:

                  (1) the absence of Hazardous Materials on the personal
            property and real property comprising each such Additional Eligible
            Resort;

                  (2) that the inspection firm has obtained, reviewed and
            included within its report a CERCLIS printout from the Environmental
            Protection Agency (the "EPA"), statements from the EPA and other
            applicable state and local authorities and a Phase I Environmental
            Audit, all of which information shall confirm that there are no
            known or suspected Hazardous Materials located at, used or stored
            on, or transported


                                       43
<PAGE>

            to or from each such Additional Eligible Resort or in such proximity
            thereto as to create a material risk of contamination of each such
            Additional Eligible Resort (an existing Phase I Environmental Audit
            is acceptable provided that Borrower will provide TFC with a
            reliance letter in favor of TFC if TFC requests such letter in
            connection with the approval of the Additional Eligible Resort);

            (vii) evidence that Borrower is maintaining all policies of
            insurance required by and in accordance with Section 7.1(d) hereof,
            including copies of the most current paid insurance premium
            invoices;

            (viii) evidence that Borrower and the Timeshare Documents for each
            Additional Eligible Resort for which Eligible Notes Receivable are
            being pledged to Agent as agent for Lenders in connection with the
            Advance in question are in compliance with all applicable laws in
            connection with its sales of Intervals, including without
            limitation, the Timeshare Acts;

            (ix) a current preliminary title report or certificate of title for
            each Additional Eligible Resort for which Eligible Notes Receivable
            are being pledged to Agent in connection with the Advance in
            question, with copies of all title exceptions;

            (x) copies of all applicable governmental permits, approvals,
            consents, licenses, and certificates for the establishment of each
            Additional Eligible Resort for which Eligible Notes Receivable are
            being pledged to Agent as agent for Lenders in connection with the
            Advance in question as timeshare projects in accordance with the
            applicable Timeshare Act, and for the occupancy and intended use and
            operation of each such Additional Eligible Resort, including the
            Units, including a letter certification from Borrower regarding
            zoning classification and compliance, letters or other satisfactory
            evidence from utility companies, governmental entities or other
            persons confirming that water, sewer (sanitary and storm),
            electricity, solid waste disposal, telephone, police, fire and
            rescue services are being provided to each Resort, and any business
            licenses necessary for operation of each such Additional Eligible
            Resort;

            (xi) certified true, correct and complete copies of all of the
            Timeshare Documents for each Additional Eligible Resort for which
            Eligible Notes Receivable are being pledged to Agent as agent for
            Lenders in connection with the Advance in question; which shall be
            subject to TFC's review and approval;

            (xii) evidence satisfactory to TFC that all taxes and assessments
            owed by or for which Borrower is responsible for collection have
            been paid, including but not limited to sales taxes, room occupancy
            taxes, payroll taxes, personal property taxes, excise taxes,
            intangibles taxes, real property taxes, and income taxes, and any
            assessments related to each Additional Eligible Resort for which
            Eligible Notes Receivable are being pledged to Agent as agent for
            Lenders in connection with the Advance in question and copies of the
            most current paid tax bills for each such Additional Eligible Resort
            evidencing that each such Additional Eligible


                                       44
<PAGE>

            Resort have been segregated from all other property on the
            applicable municipal taxrolls;

            (xiii) written confirmation from an architect covering each
            Additional Eligible Resort, for which Eligible Notes Receivable are
            being pledged to TFC in connection with the Advance in question as
            to the physical condition of the improvements at each such
            Additional Eligible Resort, including that soil conditions are
            sufficient to support all existing and any contemplated improvements
            to the real property; which written confirmation shall be in form
            and substance reasonably acceptable to TFC. Each architect rendering
            such written confirmation shall be licensed as an architect in the
            state in which the Additional Eligible Resort is located;

            (xiv) to the extent not previously delivered, such current credit
            references on each Borrower as TFC deems necessary in its sole
            discretion;

            (xv) to the extent nor previously delivered, copies or other
            evidence of all loans to or from any officers, shareholders,
            Borrower's Agents, or Affiliates of each Borrower, if any;

            (xvi) a commitment to issue Mortgagee Title Policies from Title
            Company for each such Additional Eligible Resort. Notwithstanding
            anything heretofore to the contrary, if any claim, lien,
            encumbrance, charge or other matter arises with respect to any
            Interval or Intervals for which an Eligible Note Receivable has been
            pledged to Agent as agent for Lenders pursuant to this Agreement and
            which claims, lien, encumbrance, charge or other matter is
            objectionable to TFC, then, in such event:

                  (1) The Note Receivable with respect to the Interval in
            question shall cease to be an Eligible Note Receivable and Borrower
            immediately shall either replace the Note Receivable in question or
            make a Mandatory Prepayment as provided in Section 2.9(b) hereof;
            and

                  (2) The Resort at which the Interval in question is located
            shall cease to be an Additional Eligible Resort, unless and until
            Borrower shall cure any such claim, lien, encumbrance, charge or
            other matter to the satisfaction of Agent. Furthermore, any and all
            further requests for Advances in respect of such Resort must be
            accompanied by satisfactory Mortgagee Title Policies for all
            Intervals with respect to which such Advances are requested.

            (xvii) to the extent not previously delivered, the Financial
            Statements;

            (xviii) to the extent not previously delivered hereunder, Borrower
            will execute, or cause to be executed with respect to each
            Additional Eligible Resort, a confirmation that the Collateral
            includes any management agreement (with respect to the Marathon Key
            Resort only, as provided herein), Lockbox Agreement, an Assignment
            of Notes Receivable and Mortgages, Borrower's Affidavit with Respect


                                       45
<PAGE>

            to the Additional Eligible Resorts and an Environmental
            Indemnification Agreement, each in the form attached hereto and made
            a part hereof;

            (xix) with respect to any improvements, including any Units,
            constructed at a Resort within the twenty-four month period prior to
            any Revolving Credit Advance with respect to an Additional Eligible
            Resort, Borrower shall also deliver to TFC, for its approval, such
            documents and instruments as TFC may reasonably request in
            connection with such newly constructed improvements, including,
            without limitation, copies of building permits, plans and
            specifications, construction and architectural contracts, title
            insurance insuring over, among other things, mechanics liens,
            certificates of occupancy and satisfactory evidence of the
            completion of such improvements;

            (xx) true, correct and complete copies of the form of all Purchaser
            Documents (as defined in Section 5.1(c)(ii), which shall be in form
            and substance satisfactory to TFC and which shall comply in all
            material respects with all Governmental Requirements;

            (xxi) such other documents, instruments, agreements, tests, reports
            and inspections as TFC may reasonably require with respect to either
            Borrower or any Affiliate of either Borrower, the Loan or any
            Resort, including any Additional Eligible Resort; and

            (xxiii) Upon request of TFC, each Borrower shall deliver to TFC
            evidence, satisfactory to TFC, that there is no material litigation,
            written complaint, suit, action, written claim or written charge
            pending against either Borrower, or any Affiliate of either Borrower
            with any court or with any governmental authority with respect to
            the Resort, the Timeshare Documents, any Eligible Notes Receivable,
            any Interval, or any marketing, offer or sale of any Interval.

      (d) Physical Inspection. TFC shall have received and approved the physical
inspection of the Additional Eligible Resorts conducted by TFC and the
Inspecting Architect/Engineers.

      (e) UCC Search. Borrower shall have obtained, at Borrower's cost, such
searches of the applicable public records as it deems necessary under all
applicable law to verify that Agent has a first or second, as applicable, and
prior perfected Lien and security interest covering all of the Collateral with
respect to the Additional Eligible Resort in question. Agent shall not be
obligated to fund any Advance if Agent determines that Lenders do not have a
first or second, as applicable, and prior perfected lien and security interest
covering any portion of the Collateral, except as expressly provided herein.

      (f) Litigation Search. Borrower shall have obtained, at Borrower's cost,
an independent search to verify that there are no bankruptcy, foreclosure
actions or other material litigation or judgments pending or outstanding against
the Additional Eligible Resorts, any portion of the Collateral, either Borrower
or any Affiliate of either Borrower, (each a "Material Party"). The term "other
material litigation" as used herein shall not include matters in which (i) a
Material


                                       46
<PAGE>

Party is plaintiff and no counterclaim is pending or (ii) which Agent
determines, in its sole discretion, exercised in good faith, are immaterial due
to settlement, insurance coverage, frivolity, or amount or nature of claim.
Agent shall not be obligated to fund any Advance if it determines that any such
litigation is pending.

      (g) Opinions of Counsel. Borrower shall deliver to Agent, for the benefit
of Agent and each Lender, at Borrower's sole cost and expense, an Opinion of
Counsel in the form attached as Exhibit R-2, together with an opinion of counsel
admitted in each state in which each Additional Eligible Resort is located, as
to such matters with respect to Borrower and each Additional Eligible Resort as
Agent may reasonably request, and in form and substance reasonably acceptable to
Agent.

      (h) Funding Procedure. Borrower shall have complied to TFC's satisfaction
with each of the conditions precedent to funding of an Advance set forth in
Section 5 hereof.

      (i) Management of Resort. Borrower shall provide evidence satisfactory to
TFC that Borrower or an Affiliate of Borrower, is the manager or operator of
each Additional Eligible Resort, pursuant to a written management or operating
agreement, in form and substance satisfactory to TFC. Borrower agrees to provide
an estoppel letter, in form and substance acceptable to TFC, from the applicable
Timeshare Owner's Association. Subject to Section 3 hereof, the management
agreement from the Marathon Key Resort only shall constitute a part of the
Collateral and will be assigned to Agent, on behalf of Lenders, until such time
as the Marathon Key Resort commences operations as a timeshare resort to secure
the Obligations as provided herein.

      (j) Negative Pledge. To the extent not previously delivered, Borrower
shall deliver to Agent, for the benefit of Agent and each Lender, at Borrower's
sole cost and expense, i) for recording an executed Negative Pledge with respect
to each Eligible Resort; ii) the Custodial Agreement; and iii) the Servicing
Agreement.

      (k) Other Items. Such other agreements, documents, instruments,
certificates and materials as TFC may reasonably request to determine the
acceptability of any such Additional Eligible Resort, to evidence the
Obligations, to evidence and perfect the rights and Liens and security interests
of Agent contemplated by the Loan Documents, and to effectuate the transactions
contemplated herein, including, without limitation, true copies of all Resort
Documents for each such Additional Eligible Resort, all Timeshare Documents and
operating and management contracts and agreements, evidence of compliance with
the applicable Timeshare Act and other applicable laws, evidence of all required
governmental licenses and permits; title searches; title commitments or
policies, including complete and legible copies of each title exception,
engineering, environmental and soil reports and evidence of compliance with all
applicable zoning and building codes; each of which shall be satisfactory to TFC
in its sole and absolute discretion.

      4.6 Conditions Precedent for Benefit of Lenders. All conditions precedent
to the obligation of Lenders to fund any request for any Advance are solely for
the benefit of Lenders, and no other party may require satisfaction of any
condition precedent or be entitled to assume


                                       47
<PAGE>

that Lenders will refuse to make any Advance in the absence of strict compliance
with such conditions precedent.

                         SECTION 5 -- FUNDING PROCEDURE

      5.1 The obligation of any Lender to make any loan shall be subject to the
satisfaction of all of the following conditions precedent:

      (a) Requests for Initial, Subsequent and Final Acquisition/Construction
Advance. As a condition precedent to each Acquisition/Construction Advance,
including the initial Acquisition/Construction Advance and the final
Acquisition/Construction Advance, not less than ten (10) Business Days prior to
the date of any Acquisition/Construction Advance, Borrower shall execute,
satisfy and/or deliver evidence of the satisfaction of the following
requirements

            (i) Borrower will procure and/or deliver to TFC:

                  (1) A completed, original Application for
            Acquisition/Construction Advance.

                  (2) A completed, original Affidavit of Borrower.

                  (3) Releases or waivers of mechanics' liens and materialmen's
            liens from all Persons providing labor, materials, or supplies for
            construction of the Improvements who have performed such labor or
            provided such materials or supplies and are or may be entitled to a
            lien for same.

                  (4) Copies of checks, paid bills or invoices and purchase
            orders showing payment to all such third parties who have furnished
            materials or services or performed labor of any kind in connection
            with the construction of all Improvements covered by the Application
            for Acquisition/Construction Advance together with general ledger
            detail reports with respect to such Application for
            Acquisition/Construction Advance.

                  (5) Reports from the Inspecting Architects/Engineers
            certifying that the Improvements are on schedule under the Approved
            Construction Schedules and are in compliance with the Approved
            Budget and the Plans.

                  (6) With respect to any Improvements which have been completed
            as required under the Approved Construction Schedule, evidence that
            all Governmental Requirements have been satisfied, including, but
            not limited to, delivery of certificates of occupancy or their
            equivalent, permitting the Improvements to be legally occupied.

                  (7) To the extent not previously delivered, upon request,
            copies, in form and content acceptable to TFC, of i) the
            Construction Contract and the Architectural Contract and ii) all
            contracts between the Contractor and a Material Subcontractor, each
            of which shall contain the agreement of the Subcontractor to


                                       48
<PAGE>

            perform its respective contract for Lender following the occurrence
            of an Event of Default. In addition, Lender must have received an
            updated list of all Material Subcontractors working on the
            Improvements, together with copies of their respective contracts,
            showing the name, address, and telephone number of each Material
            Subcontractor, the work or material performed or supplied thereby,
            and the total amount of each relevant contract and subcontract and
            amounts paid through the date on which such list was completed.

                  (8) The Title Policy shall be endorsed and extended to the
            date of each such Advance to cover each Advance with no exceptions
            other than the Permitted Exceptions.

                  (9) Such other documents as TFC or Title Company may
            reasonably require.

            (ii)      TFC shall have determined that the requested Advance, when
                      added to the aggregate outstanding principal amount of all
                      previous Advances, if any, does not: (i) exceed the total
                      amount of the Acquisition/Construction Component loan, or
                      (ii) cause the outstanding principal balance of the
                      Acquisition/Construction and Revolving Loan Components to
                      exceed the Maximum Revolving Loan Amount;

            (iii)     As to the Final Acquisition/Construction Advance only,
                      copies of all building and other construction or
                      development permits and approvals issued through the date
                      of such Application for Acquisition/Construction Advance.

            (iv)      If TFC shall so require, TFC shall have received an
                      executed closing protection letter issued by the Title
                      Company which shall be reasonably acceptable to TFC;

            (v)       With respect to a request for Advance for the acquisition
                      by Borrower of the Marathon Key Resort, Borrower shall
                      deliver true, correct and complete copies of all closing
                      documents evidencing the transfer of title to such Resort
                      to Borrower; and

            (vi)      All conditions to Closing set forth in Section 4 have been
                      satisfied.

            (vii)     TFC shall not be obligated to make any subsequent
                      Acquisition/Construction Advances until the Construction
                      Contract, the Architect's Contract, the Contractor's
                      Consent and the Architect's Consent have been fully
                      executed and delivered to TFC.

      (b) Requests for Final Construction Advance. As a condition precedent to
the final Acquisition/Construction Advance, in addition to all other conditions
precedent in this


                                       49
<PAGE>

Agreement, Completion of the Improvements shall have occurred and Borrower must
deliver the following items to Lender:

            (i)       A certificate of completion from the Inspecting
                      Architects/ Engineers, Contractor, and Borrower, in form
                      and substance acceptable the TFC, that Completion of all
                      Improvements has occurred.

            (ii)      Evidence that all Governmental Requirements have been
                      satisfied, including but not limited to, delivery to TFC
                      of (i) a permanent certificate of occupancy or its
                      equivalent, if local Governmental Authorities issue such
                      document, permitting the Improvements to be legally
                      occupied, and (ii) evidence that all Improvements are in
                      compliance with the accessibility requirements of the
                      federal Fair Housing Act, the federal Americans with
                      Disabilities Act, and the state Americans with
                      Disabilities Act in effect in the state in which the
                      Marathon Key Resort is located.

            (iii)     Evidence in the form of an affidavit that no mechanic's or
                      materialman's lien or other encumbrance has been filed and
                      remains in effect against the Marathon Key Resort.

            (iv)      Final lien waivers and releases by the Architect,
                      Contractor, and all subcontractors, materialmen, and other
                      Persons who have supplied labor, materials, or services
                      for the construction of the Improvements, or who otherwise
                      might be entitled to claim a contractual, statutory, or
                      constitutional lien against the Marathon Key Resort.

            (v)       Endorsement and extension of the Title Policy to
                      acknowledge completion of the construction of the
                      Improvements without any encroachment and compliance with
                      all applicable matters of public record and Governmental
                      Requirements, with no exceptions other than the Permitted
                      Exceptions.

            (vi)      Three (3) copies of an "as-built" survey of the Marathon
                      Key Resort prepared by a surveyor licensed in Florida
                      satisfactory to Lender and the Title Company in accordance
                      with the Plans. The "as-built' survey shall show all of
                      the Units and other Improvements in place, including,
                      without limitation, striping of parking areas, the
                      location of building and setback lines and the distance of
                      the Improvements from the building and setback lines; and
                      shall contain a statement as to the number of parking
                      spaces, square footage and height of the Improvements and
                      such other matters as TFC shall require. The survey shall
                      be prepared in accordance with the standards set forth by
                      ALTA/ACSM 1999 Minimum Survey Requirements, shall be
                      certified to TFC, Borrower and the Title Company using a
                      form of certification approved by TFC, and shall include a
                      narrative metes and bounds or platted description of the
                      boundaries of the Marathon Key Resort and


                                       50
<PAGE>

                      the location and dimensions of all easements and
                      Improvements. The surveyor must include on the survey a
                      signed statement certifying the existence or nonexistence
                      of any encroachment from or on to the Marathon Key Resort
                      and must include the date of the survey and the surveyor's
                      registration number and seal and such other matters as TFC
                      and the Title Company may require, and shall otherwise be
                      in form and substance satisfactory to Borrower, TFC, and
                      the Title Company.

            (vii)     A set of detailed final as-built Plans must be submitted
                      to TFC as soon as they are completed but in no event later
                      than thirty (30) days following the issuance by the
                      applicable Governmental Authority of the certificate(s) of
                      occupancy (or the legal equivalent) with respect to the
                      Improvements, which Plans must be approved and identified
                      as such in writing by the Borrower, the Architect, and the
                      Contractor and must include Plans for architectural,
                      structural, mechanical, plumbing, electrical, and all site
                      development (including storm drainage, utility lines, and
                      landscaping) work.

            (viii)    The insurance coverage provided by the Insurance Policies
                      has been expanded to include all forms of insurance
                      reasonably required by TFC in form and amount and issued
                      by companies satisfactory to TFC; and TFC has received
                      satisfactory evidence of such additional insurance
                      coverage in the form of certificates of insurance, which
                      certificates show TFC as an additional insured and, as to
                      casualty and property insurance, show TFC as loss payee.

      (c) Requests for Revolving Loan Advances. As a condition precedent to each
request for a Revolving Loan Advance, such request shall:

            (i)       Be in writing in the form attached hereto as Exhibit J;

            (ii)      State that the representations and warranties of Borrower
                      contained in the Agreement and any closing or funding
                      related certifications are true and correct as of the date
                      of the request and, after giving effect to the making of
                      such requested Revolving Loan Advance, will be true and
                      correct as of the date on which the requested Revolving
                      Loan Advance is to be made;

            (iii)     State that no Default or Event of Default exists as of the
                      date of the request and, after giving effect to the making
                      of such requested Revolving Loan Advance, no Default or
                      Event of Default would exist as of the date on which the
                      requested Revolving Loan Advance is to be made;

            (iv)      Be delivered to the office of Agent at least ten (10)
                      Business Days prior to the date of the requested Revolving
                      Loan Advance;

            (v)       Be signed by a chief financial officer of each Borrower;


                                       51
<PAGE>

            (vi)      Certify that Borrower has no knowledge of any asserted or
                      threatened defense, offset, counterclaim, discount or
                      allowance in respect of each Note Receivable to be pledged
                      in connection with such requested Revolving Loan Advance,
                      or in respect of any of the Pledged Notes Receivable;

            (vii)     Contain an aging report of the Pledged Notes Receivable;
                      identifying, among other things, which among them are
                      Eligible Notes Receivable; and

            (viii)    Contain a delinquency report which shall be in form and
                      substance satisfactory to Agent and shall show which of
                      such Notes Receivable is delinquent and the duration of
                      such delinquency, and which of such Pledged Notes
                      Receivable is not an Eligible Note Receivable.

      (d) Revolving Loan Advance Loan Documents/Collateral. Not less than ten
(10) Business Days prior to the date of any Revolving Loan Advance, Borrower
shall have:

            (i)       Delivered to TFC and the Custodian a list of all Eligible
                      Notes Receivable and related Mortgages which are to be the
                      subject of such requested Advance, indicating the unpaid
                      principal balance owing on each of the Pledged Notes
                      Receivable deemed to be an Eligible Note Receivable,
                      together with such additional information as Agent may
                      require;

            (ii)      Delivered to the Custodian (or to TFC or a designee
                      appointed by TFC if a Default or an Event of Default has
                      occurred and TFC has replaced the Custodian in accordance
                      with Section 3.6 hereof): (A) the original of each Pledged
                      Notes Receivable (duly endorsed with the words "Pay to the
                      order of Textron Financial Corporation as Agent with
                      recourse"), (B) the original or copy (with the original to
                      be delivered after recording thereof) of each Mortgage
                      securing such Pledged Notes Receivable, (C) the original
                      of each Owner Beneficiary Agreement or other purchase
                      contract (including addenda) relating to the Pledged Notes
                      Receivable and Mortgages, (D) the original mortgagee title
                      policy or if such original mortgagee title policy is not
                      immediately available, then a title commitment with
                      respect to each Mortgage, with the original mortgagee
                      title policy to be delivered as soon as reasonably
                      possible thereafter, and (E) originals or true copies of
                      all other related documents and agreements, including,
                      without limitation, any truth-in-lending disclosures, loan
                      application, warranty deed, and Purchaser's
                      acknowledgement, receipt and exchange company application,
                      disclosures and materials (collectively, the "Purchaser
                      Documents");

            (iii)     Delivered to TFC for ten percent (10%) of the Pledged
                      Notes Receivable pledged in connection with the requested
                      Revolving Loan


                                       52
<PAGE>

                      Advance; or such higher percentage as Agent and Borrower
                      may, in good faith, agree on: (i) a copy of the original
                      Pledged Note Receivable (duly endorsed with the words "Pay
                      to the order of Textron Financial Corporation as Agent
                      with recourse"); (ii) a copy of a duly executed Assignment
                      of Notes Receivable and Mortgages assigning to Agent all
                      of Borrower's right, title and interest in and to such
                      Pledged Note Receivable and the related Mortgage and (iii)
                      a copy of the truth-in-lending disclosures; and

            (iv)      Delivered to TFC, with respect to each Encumbered
                      Interval, a commitment for a mortgagee's title policy
                      insuring in favor of Bluegreen Corporation, its successors
                      and/or assigns the first priority Lien of such Mortgage in
                      the amount of the Mortgage in respect of such Pledged Note
                      Receivable.

            (v)       To the extent not previously delivered a permanent
                      certificate of occupancy or its equivalent, if applicable,
                      permitting legal occupancy of the Encumbered Interval,
                      issued by the local Governmental Authorities with
                      jurisdiction over the use and occupancy of the Resort.

      The Mortgages and the assignments thereof to Agent shall be duly recorded
in the applicable land records which are described in Schedule G hereof. The
mortgagee's title policies, or the commitment therefor (if applicable) shall be
in form and substance satisfactory to TFC and shall be issued by a title company
satisfactory to TFC. The funding of the requested Advance, delivery of the
Collateral and issuance of the title insurance policy, and recording of the
assignments or any releases shall be performed in accordance with the Custodial
Agreement.

            (vi)      Partial Waiver of Requirement for Mortgagee Title
                      Insurance Policies. The delivery of a mortgagee title
                      insurance policy shall be required only with respect to
                      ten percent (10%) of the Eligible Notes Receivable
                      delivered to the Custodian in respect of each Advance,
                      subject to the following requirements and limitations:

                      (1)   Borrower shall be in full compliance with the
                            Inventory Control Procedures (as defined herein);

                      (2)   No Default or Event of Default shall have occurred;
                            and

                      (3)   There has occurred during the twelve month period
                            prior to the Advance in question no problems with
                            respect to title to any Interval or Unit at the
                            applicable Resort.

            In the event of a failure of any condition in Section (1), (2) or
            (3) above, or if a Default or Event of Default has occurred, then,
            immediately upon such failure, the partial waiver provided under
            this Section shall no longer be effective and TFC shall have the
            right to require a mortgagee title insurance policy for one-hundred
            percent (100%) of the Eligible Notes Receivable delivered to the
            Custodian in


                                       53
<PAGE>

            respect of each Advance.

      (e) Other Conditions for Advances. In addition to the other conditions set
forth in this Agreement, the making of the initial or any requested Advance
shall be subject to the satisfaction of the following conditions:

            (i) No Default or Event of Default shall exist immediately prior to
            the making of such requested Advance or, after giving effect
            thereto, immediately after the making of such requested Advance;

            (ii) Each agreement required to have been executed and delivered in
            connection with any prior Advance shall be consistent with the terms
            of this Agreement and shall be in full force and effect;

            (iii) The date on which such requested Advance is to be made shall
            be a Business Day;

            (iv) Not more than one Advance shall have previously been made in
            the same calendar month in which such requested Advance is to be
            made, unless TFC, in its sole discretion, agrees to make an
            additional Advance during such calendar month;

            (v) Such requested Advance shall be in a principal amount of not
            less than $50,000, unless TFC, in its sole discretion, agrees to
            make an Advance in an amount less than $50,000;

            (vi) TFC shall have determined that the requested Advance, when
            added to the aggregate outstanding principal amount of all previous
            Advances, if any, does not: (1) with respect to a Revolving Loan
            Advance: (x) based on the Eligible Notes Receivable that have been
            duly pledged in favor of Agent, exceed the total amount of the
            Borrowing Base, (y) cause the outstanding principal balance of the
            Revolving Loan Component to exceed the Maximum Available Revolving
            Amount or (z) cause the sum of the outstanding principal balance of
            the Revolving Loan component and the Acquisition/Construction Loan
            Component to exceed the Maximum Loan Amount; and (2) with respect to
            an Acquisition/Construction Advance: (x) cause the outstanding
            principal balance of the Acquisition/Construction Loan Component to
            exceed the lesser of 75% of the aggregate of Total Acquisition Costs
            and Total Construction Costs or $11,800,000 or (y) cause the sum of
            the outstanding principal balance of the Acquisition/Construction
            Loan Component and the outstanding principal balance of the
            Revolving Loan Component to exceed the Maximum Loan Amount;

            (vii) If TFC shall so require, TFC shall have received an executed
            closing protection letter issued by the Title Company, which shall
            be reasonably acceptable to TFC;

            (viii) Each Lender shall have agreed to make and does make an
            Advance in an amount equal to its respective Pro Rata Percentage;


                                       54
<PAGE>

            (ix) The representations and warranties made in this Agreement shall
            be true and correct in all material respects on and as of the date
            of each Advance, with the same effect as if made on that date.
            Borrower shall inform TFC of any changes or revisions to the
            representations and warranties in this Agreement by disclosing such
            facts in the Affidavit of Borrower. If any such changes or revisions
            are determined by TFC in its sole discretion to be materially
            adverse, TFC may, among other things, refuse to make the requested
            Acquisition/Construction Advance;

            (x) Borrower shall have paid all costs, expenses, and fees then due
            in accordance with this Agreement and all of the other Loan
            Documents; and

            (xi) Each agreement required to have been executed and delivered in
            connection with any Advance shall be consistent with the terms of
            this Agreement and shall be in full force and effect.

      (f) Expenses. Borrower shall have paid all fees and expenses required to
be paid by Borrower pursuant to this Agreement in connection with such requested
Advance or any conditions related thereto.

      (g) Proceedings Satisfactory. All actions taken in connection with such
requested Advance and all documents and papers relating thereto shall be
satisfactory to Agent and its counsel. Agent and its counsel shall have received
copies of such documents and papers as Agent or such counsel may reasonably
request in connection with such requested Advance, all in form and substance
reasonably satisfactory to Agent and its counsel.

      (h) No Waiver. No Advance shall constitute a waiver of any condition
precedent to the obligation of Lender to make any further Advance or preclude
Lender from thereafter declaring the failure of Borrower to satisfy such
condition precedent to be an Event of Default.

      (i) Conditions Precedent for Benefit of Lender. All conditions precedent
to the obligation of lenders to make any Advance are solely for the benefit of
Lenders, and no other party may require satisfaction of any condition precedent
or be entitled to assume that Lenders will refuse to make any Advance in the
absence of strict compliance with such conditions.

      (j) Lockbox Agreement and Custodial Agreement. Prior to the initial
Revolving Loan Advance, Lender and Borrower shall, at Borrower's expense, have
entered into a Lockbox Agreement and a Custodial Agreement, in form and
substance reasonably acceptable to Lender, with a Lockbox Agent and a Custodian
reasonably acceptable to Lender. Agent approves Fleet Bank as Lockbox Agent and
US Bank as Custodian, provided that Fleet Bank and US Bank shall have entered
into, respectively, a Lockbox Agreement and a Custodial Agreement in form and
substance reasonably acceptable to Agent.

              SECTION 6 -- GENERAL REPRESENTATIONS AND WARRANTIES

      Each Borrower hereby represents and warrants to Agent and each Lender as
follows:


                                       55
<PAGE>

      6.1 Organization, Standing, Qualification. Bluegreen Vacations Unlimited,
Inc.: (a) is a duly organized and validly existing Florida corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida, and (b) has all requisite power, corporate or otherwise, to conduct its
business and to execute and deliver, and to perform its obligations under, the
Loan Documents. Bluegreen Corporation: (a) is a duly organized and validly
existing Massachusetts corporation duly organized, validly existing and in good
standing under the laws of the State of Massachusetts, and (b) has all requisite
power, corporate or otherwise, to conduct its business and to execute and
deliver, and to perform its obligations under, the Loan Documents.

      6.2 Intentionally Omitted.

      6.3 Authorization, Enforceability, Etc.

      (a) The execution, delivery and performance by each Borrower of the Loan
Documents has been duly authorized by all necessary corporate action by each
Borrower and does not and will not: (i) violate any provision of the certificate
or articles of incorporation of either Borrower, bylaws of either Borrower, or
any agreement, law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect to which either Borrower is a party
or is subject; (ii) result in, or require the creation or imposition of, any
Lien upon or with respect to any asset of either Borrower other than Liens in
favor of Lenders; or (iii) result in a breach of, or constitute a default by
either Borrower under, any indenture, loan or credit agreement or any other
agreement, document, instrument or certificate to which either Borrower is a
party or by which it or any of its respective assets are bound or affected.

      (b) No approval, authorization, order, license, permit, franchise or
consent of, or registration, declaration, qualification or filing with, any
governmental authority or other Person, including without limitation, the
Division or the Timeshare Owners' Association is required in connection with the
execution, delivery and performance by either Borrower of any of the Loan
Documents.

      (c) The Loan Documents constitute legal, valid and binding obligations of
each Borrower, enforceable against each Borrower in accordance with their
respective terms.

      (d) Borrower has, or will have, good and marketable title to the
Collateral, free and clear of any lien, security interest, charge or encumbrance
except for the security interests created by this Agreement or any Loan Document
or otherwise created in favor of Agent or those specifically consented to in
writing by Agent or permitted hereunder. No financing statement or other
instrument similar in effect covering all or any part of the Collateral is on
file in any recording office, except such as may have been filed in favor of
Lenders hereunder or Agent as permitted hereunder.

      (e) The execution and delivery of the Loan Documents, the execution and
delivery of the Marathon Key Mortgage (including the assignment of Borrower's
leasehold estate in the Submerged Lands Lease included therein) and the
recording thereof in the county in which the Marathon Key Resort is located, the
delivery and endorsement to Agent as agent for Lenders of the Pledged Notes
Receivable, the filing of the UCC-1's with the office of the secretary of state


                                       56
<PAGE>

of the state in which each Borrower is organized and the Assignment of Notes
Receivable and Mortgages in the official records of the county in which the
applicable Resort is located, create in favor of Agent as agent for Lenders a
valid and perfected continuing first or second, as applicable, priority security
interest in the Collateral. The Collateral shall secure the full payment and
performance of the Obligations.

      (f) None of the Pledged Notes Receivable is forged or has affixed thereto
any unauthorized signatures or has been entered into by any Person without the
required legal capacity; and during the term of the Agreement, none will be
forged, or will have affixed thereto, any unauthorized signatures.

      (g) There have been no modifications or amendments to the Pledged Notes
Receivable or Mortgages.

      (h) The makers of the Eligible Notes Receivable have no defenses, offsets,
counterclaims or claims relating to the Eligible Notes Receivable or the
Mortgages.

      (i) The Pledged Notes Receivable and the Mortgages are and will be
executed and delivered by the Trustee in favor of Bluegreen Corporation in
connection with the purchase of the related Encumbered Intervals.

      (j) The Mortgages constitute and will constitute valid and enforceable
first priority liens and security interests on the Encumbered Intervals.

      (k) The Pledged Notes Receivable and the Mortgages are and shall remain in
full force and effect, are and will be valid and binding obligations of the
respective makers in favor of Agent, as holder on behalf of Lenders; and each
Borrower further warrants and guarantees the value, quantity, sound condition,
grade and quality of the Encumbered Intervals and rights, properties, easements
and interests appurtenant or related thereto.

      (l) The grant of the security interests described herein has not affected
and will not affect the validity or enforceability of the obligations of the
respective makers of the Pledged Notes Receivable under such Notes Receivable or
the respective Mortgages.

      (m) Neither Agent nor any Lender shall be required to take, and Borrower
has taken any and all required steps to protect each Lender's security interest
in the Collateral (other than maintaining possession of the portion of the
Collateral constituting instruments held by Custodian); and neither Agent nor
any Lender is or shall be required to collect or realize upon the Collateral or
any distribution of interest or principal, nor shall loss of, or damage to, the
Collateral release Borrower from any of the Obligations.

      6.4 Financial Statements and Business Condition. The Financial Statements
delivered to date fairly present the respective financial conditions and results
of operations of each Borrower as of the date or dates thereof and for the
periods covered thereby. There were no material liabilities, direct or indirect,
fixed or contingent, of either Borrower as of the dates of such Financial
Statements which were not reflected therein or in the notes thereto, which have
not otherwise been disclosed to TFC in writing. Except for any such changes
heretofore expressly disclosed in writing to TFC, there has been no material
adverse change in the


                                       57
<PAGE>

respective financial conditions of either Borrower from the financial conditions
shown in their respective Financial Statements, nor has either Borrower incurred
any material liabilities, direct or indirect, fixed or contingent, which are not
shown in its Financial Statements. Each Borrower is able to pay all of its
respective debts as they become due and each Borrower shall maintain such
solvent financial condition, giving effect to the Obligations, as long as the
Borrower is obligated to Lenders under the Agreement or in any other manner
whatsoever. Each Borrower's Obligations under this Agreement and under the Loan
Documents will not render such Borrower unable to pay its debts as they become
due. The present fair market value of each Borrower's assets is greater than the
amount required to pay its respective total liabilities.

      6.5 Taxes. In accordance with the requirements set forth in the
Declaration, Borrower represents and warrants that Borrower or Timeshare Owners'
Association, to the extent controlled by Borrower, as required, has paid or will
have paid in full, prior to delinquency, all ad valorem taxes and other taxes
and assessments against the Resorts and the Collateral; and Borrower knows of no
basis for any additional taxes or assessments against the Resorts or the
Collateral. Borrower or the Timeshare Owners' Association, as the case may be,
has filed all tax returns required to have been filed by it and has paid or will
pay prior to delinquency, all taxes shown to be due and payable on such returns,
including interest and penalties thereon, and all other taxes which are payable
by it to the extent the same have become due and payable. Borrower has paid or
will have paid in full, prior to delinquency, all ad valorem taxes and other
assessments against the Marathon Key Resort, and Borrower knows of no basis for
any additional taxes or assessments against the Marathon Key Resort.

      6.6 Title to Properties: Prior Liens. Borrower has good and marketable
title to all of the Collateral, including but in no way limited to the Marathon
Key Resort, and to all unsold Units and Intervals at each Resort, and all
rights, properties and benefits appurtenant to or benefiting them. Borrower is
not in default under any of the documents evidencing or securing any
indebtedness which is secured, wholly or in part, by any portion of any Resort
or any portion or all the Collateral and no event has occurred which with the
giving of notice, the passage of time or both, would constitute a default under
any of the documents evidencing or securing any such indebtedness. Other than
the Liens granted in favor of Agent, and the Liens described in Schedule 6.6
hereto, there are no liens or encumbrances against the Collateral, or against
any Resort.

      6.7 Subsidiaries, Affiliates and Capital Structure. Except as noted in
Schedule 6.7, neither Borrower has any subsidiaries or Affiliates which have any
involvement or interest in any Resort in any way. None of the Affiliates of
either Borrower are parties to any proxies, voting trusts, shareholders
agreements or similar arrangements pursuant to which voting authority, rights or
discretion with respect to either Borrower is vested in any other Person.

      6.8 Litigation, Proceedings, Etc. Except for those matters identified in
Schedule 6.8 hereto, there are no actions, suits, proceedings, orders or
injunctions pending or threatened against or affecting either Borrower, the
Resorts or the Timeshare Owners' Association at law or in equity, or before or
by any governmental authority or other tribunal, which (a) could have a material
adverse effect on either Borrower or (b) relate to the Loan or which could have
a material adverse effect on the Collateral or the Resorts. Neither Borrower has
received notice from any court, governmental authority or other tribunal
alleging that Borrower or the Resorts


                                       58
<PAGE>

have violated the Timeshare Act, any of the rules or regulations thereunder, the
Declaration or any other applicable laws, agreements or arrangements that could
have any material effect on the Loan, the Collateral or the Resorts.

      6.9 Licences, Permits, Etc. Borrower, the Resorts, the Timeshare Owners'
Associations or Borrower's Affiliates involved in the operations of the Resorts,
and, to the best of each Borrower's knowledge after diligent inquiry, other
Persons involved in the operations of the Resorts, possess or will possess all
requisite franchises, certificates of convenience and necessity, operating
rights, approvals, licenses, permits, consents, authorizations, exemptions and
orders as are necessary to carry on its or their business as now being
conducted, without any known conflict with the rights of others and, with
respect to Borrower, the Resorts and the Timeshare Owners' Associations, in each
case subject to no mortgage, pledge, Lien, lease, encumbrance, charge, security
interest, title retention agreement or option other than as provided for by this
Agreement. Borrower has or will obtain all permits, licenses and consents for
the construct, development, renovation, rehabilitation, occupancy, ownership and
use of the Marathon Key Resort.

      6.10 Environmental Matters. Except as otherwise noted on Schedule 6.10:
(a) no Resort contains any Hazardous Materials, (b) no Hazardous Materials are
used or stored at or transported to or from the Resorts, (c) neither Borrower
nor the Resorts nor any manager thereof or to either Borrower's knowledge, the
Timeshare Owners' Associations, have received notice from any governmental
agency, entity or other Person with regard to Hazardous Materials on, under or
affecting any Resort, and (d) neither Borrower nor the Resorts, nor any portion
thereof, nor to either Borrower's knowledge after diligent inquiry, the
Timeshare Owners' Associations, are in violation of any Environmental Laws.

      6.11 Full Disclosure. No information, exhibit or written report or the
content of any schedule furnished by or on behalf of Borrower to TFC or any
other Lender in connection with the Loan or the Resorts contains any material
misstatement of fact or omits the statement of a material fact necessary to make
the statement contained herein or therein not misleading. Borrower knows of no
fact or condition which will: (i) prevent, delay or hinder the completion of the
Improvements; (ii) prevent, delay or hinder the change of Marathon Key Resort to
the timeshare form of ownership; (iii) prevent, delay or hinder the sale of
Intervals to Purchasers; (iv) prevent or hinder the operation of the Resorts in
accordance with the Declarations and related public offering statements, and in
accordance with applicable law; or (v) prevent Borrower from performing its
Obligations pursuant to the Loan Documents.

      6.12 Use of Proceeds/Margin Stock. (a) The proceeds of the Loan will be
used strictly in accordance with the Commitment Letter and for no other purpose
and (b) none of the proceeds of the Loan will be used to purchase or carry any
"margin stock" (as defined under Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time), and no portion of the
proceeds of the Loan will be extended to others for the purpose of purchasing or
carrying margin stock. None of the transactions contemplated in the Agreement
(including, without limitation, the use of the proceeds from the Loan) will
violate or result in the violation of Section 7 of the Securities Exchange Act
of 1934, as amended, or any regulations issued pursuant thereto, including,
without limitation, Regulations G, T, U and X of the Board of Governors of the
Federal Reserve System, 12 C.F.R., Chapter 11.


                                       59
<PAGE>

      6.13 Defaults. Borrower has no knowledge of any Default or Event of
Default not disclosed to TFC in writing and there is no violation in any
material respect of any term of any agreement, charter instrument, bylaw or
other instrument to which Borrower is a party or by which it may be bound.

      6.14 Compliance with Law. Neither Borrower

      (a) is in material violation, nor are any of its Resorts, or the business
operations in respect of any of the Resorts, or to each Borrower's knowledge
after diligent inquiry, the Timeshare Owners' Association, in material
violation, of the Timeshare Act, or any laws, ordinances, governmental rules or
regulations of any state in which a Resort is located, any political subdivision
of said states or any other jurisdiction to which Borrower or the Resorts, or
the business operations conducted in respect of the Resorts, or the Timeshare
Owners' Association, are subject; and

      (b) has failed, nor have the Resorts or, to each Borrower's knowledge, the
Timeshare Owners' Associations failed, to obtain any consents or joinders, or
any approvals, licenses, permits, franchises or other governmental
authorizations, or to make or cause to be made any filings, submissions,
registrations or declarations with any government or agency or department
thereof, necessary to the establishment, ownership or operation of the Resorts
or any of Borrower's Properties, or to the conduct of Borrower's business,
including, without limitation, the operation of the Resorts and the sale, or
offering for sale, of Intervals therein; which violation or failure to obtain or
register materially adversely affects Borrower, the Resorts or the business,
prospects, profits, properties or condition (financial or otherwise) of Borrower
or the Resorts. Borrower has, to the extent required by its activities and
businesses and the operations of the Resorts complied with: (1) all of the
applicable provisions of (a) the Consumer Credit Protection Act; (b) Regulation
Z of the Federal Reserve Board; (c) the Equal Credit Opportunity Act; (d)
Regulation B of the Federal Reserve Board; (e) the Federal Trade Commission's
3-day cooling-off Rule for Door-to-Door Sales; (f) Section 5 of the Federal
Trade Commission Act; (g) the Interstate Land Sales Full Disclosure Act
("ILSA"); (h) federal postal laws; (i) applicable state and federal securities
laws; (j) applicable usury laws; (k) applicable trade practices, home and
telephone solicitation, sweepstakes, anti-lottery and consumer credit and
protection laws; (l) applicable real estate sales licensing, disclosure,
reporting and escrow laws; (m) the Americans With Disabilities Act and related
accessibility guidelines ("ADA"); (n) the Real Estate Settlement Procedures Act
("RESPA"); (o) all amendments to and rules and regulations promulgated under the
foregoing acts or laws; (p) the Federal Trade Commission's Privacy of Consumer
Financial Information Rule and (q) other applicable federal statutes and the
rules and regulations promulgated thereunder; and (2) all of the applicable
provisions of the Timeshare Acts, any law or laws of any state (and the rules
and regulations promulgated thereunder) relating to ownership, establishment or
operation of the Resort, or the sale, offering for sale, or financing of
Intervals.

      6.15 Restrictions of Borrower. Neither Borrower nor any Resort, nor to
each Borrower's knowledge, any Timeshare Owners' Association, is a party to any
contract or agreement, or subject to any Lien, charge or corporate restriction,
which materially and adversely affects its or their business. Neither Borrower
will be, on or after the Closing Date, a party to any contract or agreement
which restricts its right or ability to incur indebtedness, or prohibits


                                       60
<PAGE>

either Borrower's execution of, or compliance with the terms of this Agreement
or the other Loan Documents. Neither Borrower has agreed or consented to cause
or permit in the future (upon the happening of a contingency or otherwise) any
of the Collateral, whether now owned or hereafter acquired, to be subject to a
Lien except in favor of Agent or Lenders as provided hereunder.

      6.16 Broker's Fees. Each Borrower, TFC and each Lender represent to each
other that none of them has made any commitment or taken any action which will
result in a claim for any brokers', finders' or other similar fees or
commitments with respect to the transactions described in the Agreement. Each
Borrower agrees to indemnify TFC and each Lender and save and hold TFC and each
Lender harmless from all claims of any Person for any broker's or finder's fee
or commission related to the Loan, this Agreement, the Resorts or the sale of
Intervals, and this indemnity shall include reasonable attorneys' fees and legal
expenses.

      6.17 Deferred Compensation Plans. Borrower has no pension, profit sharing
or other compensatory or similar plan (herein called a "Compensation Plan")
providing for a program of deferred compensation for any employee or officer. No
fact or situation, including but not limited to, any "Reportable Event," as that
term is defined in Section 4043 of the Employee Retirement Income Security Act
of 1974 as the same may be amended from time to time ("Pension Reform Act"),
exists or will exist in connection with any Compensation Plan of Borrower which
might constitute grounds for termination of any Compensation Plan by the Pension
Benefit Guaranty Corporation or cause the appointment by the appropriate United
States District Court of a Trustee to administer any such Compensation Plan. No
"Prohibited Transaction" within the meaning of Section 406 of the Pension Reform
Act exists or will exist upon the execution and delivery of the Agreement or the
performance by the parties hereto of their respective duties and obligations
hereunder. Borrower will (1) at all times make prompt payment of contributions
required to meet the minimum funding standards set forth in Sections 302 through
305 of the Pension Reform Act with respect to each of its Compensation Plans;
(2) promptly, after the filing thereof, furnish to TFC copies of each annual
report required to be filed pursuant to Section 103 of the Pension Reform Act in
connection with each Compensation Plan for each Plan Year, including any
certified financial statements or actuarial statements required pursuant to said
Section 103; (3) notify TFC immediately of any fact, including, but not limited
to, any Reportable Event arising in connection with any Compensation Plan which
might constitute grounds for termination thereof by the Pension Benefit Guaranty
Corporation or for the appointment by the appropriate United States District
Court of a Trustee to administer the Plan; and (4) notify TFC of any "Prohibited
Transaction" as that term is defined in Section 406 of the Pension Reform Act.
Borrower will not (a) engage in any Prohibited Transaction or (b) terminate any
such Compensation Plan in a manner which could result in the imposition of a
Lien on the Property of Borrower pursuant to Section 4068 of the Pension Reform
Act.

      6.18 Labor Relations. The employees of Borrower are not a party to any
collective bargaining agreement with Borrower, and, to the best knowledge of
each Borrower and its officers, there are no material grievances, disputes or
controversies with any union or any other organization of either Borrower's
employees, or threats of strikes, work stoppages or any asserted pending demands
for collective bargaining by any union or organization.


                                       61
<PAGE>

      6.19 Resorts.

      (a) Timeshare Plan. Each Resort (other than the Marathon Key Resort) has
been established and dedicated as, and is and will be for so long as any of the
Obligations remain outstanding, a time-share plan and project in full compliance
with all applicable laws and regulations, including without limitation, the
applicable Timeshare Act. Borrower will not consent to, promote or participate
in any action that would cause any Resort to fail to be, and will use its best
efforts to insure that each Resort is operated as a timeshare resort in
accordance with all applicable laws and regulations, including, without
limitation, the applicable Timeshare Act.

      (b) Access. Each Resort has direct access to a publicly dedicated road and
all roadways inside each Resort are subject to an access and use easement or
other dedication or provision that benefits and will continue to benefit all
Purchasers.

      (c) Utilities. Electric, sanitary and stormwater sewer, telephone, water
facilities and other necessary utilities are available in sufficient capacity to
service each Resort and to provide for the construction, occupancy and operation
of the Resorts and any easements necessary to the furnishing of such utility
services have been obtained and duly recorded, and inure to the benefit of each
Resort and each Timeshare Owners' Association. Written permission has been or
will be obtained from the applicable utility companies to connect each of the
Resorts to each of such services.

      (d) Amenities. Each Purchaser of an Interval has and will have access to
and the full use and enjoyment of all of the Common Elements and public
utilities of the Resort in which such interval is located, all in accordance
with the Declaration and Timeshare Documents.

      (e) Construction. All costs arising from the construction or acquisition
of any Units and any other improvements and the purchase of any fixtures or
equipment, inventory, furnishings or other personalty located in, at, or on the
Resorts have been paid or will be paid when due.

      (f) Sale of Intervals. The marketing, sale, offering of sale, rental,
solicitation of Purchasers or, if applicable, lessees, and financing of
Intervals in the Resort: (1) do not constitute the sale, or the offering of
sale, of Securities subject to the registration requirements of the Securities
Act of 1933, as amended, or any state securities law; (2) do not violate the
Timeshare Act or any land sales or consumer protection law, statute or
regulation of the state where the Resort is located or any other state or
jurisdiction in which a Purchaser resides or in which the sales or solicitation
activities occur; and (3) do not violate any consumer credit or usury statute of
state where the Resort is located or any other state or jurisdiction in which a
Purchaser resides or in which sales or solicitation activities occur. All
marketing and sales activities are performed by employees of Bluegreen
Corporation, all of whom are and shall be properly licensed in accordance with
applicable laws.

      (g) Tangible Property. Except for specific items which may be owned by
independent contractors, the machinery, equipment, fixtures, tools and supplies
used in connection with the Resort, including without limitation, with respect
to the operations and maintenance of the Common Elements, are owned either by
Borrower or the applicable Timeshare Owners' Association and are not subject to
any Lien or if subject to a Lien the holder thereof has entered


                                       62
<PAGE>

into a nondisturbance agreement protecting the Purchasers' right to continued
use and benefit of such equipment and/or Common Elements in the event of
foreclosure of any such Lien.

      (h) Operating Contracts. Borrower or the applicable Timeshare Owners'
Association has entered into the contracts, agreements, and arrangements
necessary for the operation of the Resorts, including but not limited to those
with respect to utilities, maintenance, management, services, marketing and
sales (hereinbelow defined as "Operating Contracts").

      (i) Flood Zone. Except as disclosed in writing to Agent, no portion of any
Resort is located in a flood hazard area as defined by the Federal Insurance
Administration.

      (j) Seismic Exposure. Except as disclosed in writing to Agent, no portion
of any resort is located in a zone 3 or zone 4 of the "Seismic Zone Map of the
U.S."

      (k) No Purchase Options. No person or entity has an option to purchase any
portion of the Resorts, or any portion thereof, or any interest therein, except
for the sale of Intervals in the ordinary course of business.

      6.20 Timeshare Regimen Reports. Borrower has furnished to TFC true and
correct copies of the Timeshare Documents listed on Schedule 6.20, which consist
of all those placed on file by Borrower with the Divisions or any federal, state
or local regulatory or recording agencies, offices or departments. All such
filings and/or recordations, and all joinders and consents, necessary in order
to establish the plan in respect of the Resorts, including without limitation,
the Units, Intervals, and all appurtenant Common Elements, and all related use
and access rights, have been or will be obtained and all laws, regulations and
statutes, and all agreements or arrangements, in connection therewith have been
complied with.

      6.21 Operating Contracts. The contracts, agreements and arrangements
comprising those agreements or arrangements relating to the operation of the
Marathon Key Resort, including without limitation, with respect to utilities,
maintenance, management, services, marketing and sales under which the fees to
be paid equal or exceed $250,000.00 (collectively, all such agreements and
arrangements are referred to herein as the "Operating Contracts") are set forth
on Schedule 6.21 hereto, are unmodified and in full force and effect and shall
remain free and clear of any lien.

      6.22 Architectural and Environmental Control. All Units, Common Elements
and other improvements at, upon or appurtenant to the Resort are and will be in
compliance with the design, use, architectural and environmental control
provisions, if any, set forth in the Declaration.

      6.23 Tax Identification/Social Security Numbers. Bluegreen Vacations
Unlimited, Inc.'s federal taxpayer identification number is 65-0433722 and
Bluegreen Corporation's federal taxpayer identification number is 03-0300793.

      6.24 Inventory Control Procedures. Borrower has provided to TFC a true and
complete copy of Borrower's Inventory, Sales and Assignments procedures (the
"Inventory Control Procedures"), a copy of which is attached hereto as Schedule
6.24.


                                       63
<PAGE>

      6.25 Additional Representations and Warranties. This Agreement, the Note
and the other Loan Documents constitute the legal, valid and binding obligation
of each Borrower, enforceable against each Borrower in accordance with their
respective terms.

      6.26 Commencement of Construction. Except as disclosed in Schedule 6.26,
attached hereto and made a part hereof, prior to the recordation of the Marathon
Key Mortgage, no work of any kind, including, but not limited to, the
destruction or removal of any existing improvements, shall have commenced or
shall have been performed thereon, no material or equipment shall have been
delivered to the Marathon Key Resort for any purpose whatsoever, and no
contract, or memorandum or affidavit thereof, to supply labor, materials or
services in connection with the construction of the Improvements shall have been
recorded in the mechanics lien or any other record in the county in which the
Marathon Key Resort is located.

      6.27 Disclosure. The Loan Documents and any and all Financial Statements,
Plans, budgets, schedules, opinions, certificates, confirmations, applications,
rent rolls, affidavits, agreements, and to Borrower's knowledge, Construction
Contract, Architectural Contract, and other materials submitted to TFC in
connection with the Loan Documents by or on behalf of the Borrower are not,
separately or in the aggregate, misleading, and fully and fairly state all
material facts relevant to the matters with which they purport to deal. There is
no fact of which Borrower is aware that Borrower has not disclosed to Lender in
writing that could materially adversely affect any Resort or the business or
financial condition of Borrower. Borrower has furnished TFC with a true and
complete copy of all documents relating to construction of the Improvements.

      6.28 System Compliance. The storm and sanitary sewer system, water system,
all mechanical systems of the Resorts, and other parts of the Resorts do, or
when constructed will, comply with all applicable environmental, pollution
control, and ecological laws, ordinances, rules, and regulations, and all
Governmental Authorities having jurisdiction over the Resorts have issued or
will issue all necessary permits, licenses, and other authorizations for the
construction of the Improvements, specifically including the named systems.

      6.29 Governmental Requirements. The Resorts and the Improvements are and
at all times during the Loan will be constructed, operated, and sold in
compliance with all zoning requirements, building codes, subdivision improvement
agreements, licensing requirements, covenants, conditions and restrictions of
record, and all other Governmental Requirements. To Borrower's knowledge, there
are no Governmental Requirements prohibiting the use and operation of the
Resorts or the Improvements for timeshare purposes. The zoning and subdivision
approval of the Resorts and the right and ability to construct, use, and operate
the Resorts are not in any way dependent on or related to any real estate other
than the Resorts. There are no, nor are there any alleged or asserted,
violations of Governmental Requirements, law, regulations, ordinances, codes,
permits, licenses, declarations, covenants, conditions, or restrictions of
record, or other agreements relating to the Resorts or the Improvements or any
part thereof. Borrower has obtained or is not aware of any reason why it cannot
obtain all necessary permits, licenses, consents, and approvals to develop and
operate the Resorts as a timeshare project in accordance with the requirements
of this Agreement and to sell the Intervals in full compliance with applicable
law.


                                       64
<PAGE>

      6.30 Plans. The Plans are satisfactory to the Borrower and have been or
will be approved by all appropriate Governmental Authorities. The list of Plans
is annexed hereto as Schedule 6.30, and all demolition or construction hereafter
performed will comply with all statutes, rules and/or regulations of any
Governmental Authority having jurisdiction over the same; the Improvements will
be constructed and/or renovated wholly within the perimeter of the Marathon Key
Resort in accordance with the Plans, the Approved Budget, the Approved
Construction Schedule and this Agreement.

      6.31 Construction. All construction performed with respect to the
Improvements prior to the date hereof has been performed within the perimeter of
the Marathon Key Resort in accordance with the Plans, the Approved Budget and
the Approved Construction Schedule; there are no structural defects in any
construction completed to date, nor is there any violation of any requirement of
any Governmental Authority with respect to any construction completed as of the
date hereof.

      6.32 Permits, Authorizations, Etc. All authorizations, certificates and
permits necessary for the construction of the Improvements in accordance with
applicable building codes and environmental protection laws have been or will be
obtained and are or will be in full force and effect, and all construction work
to date has been done in accordance with such authorizations, certificates,
permits, codes and laws.

      6.33 Approved Budget. The Approved Budget includes Borrower's best
estimate of the capital cost of the Improvements and TFC is justified in relying
thereon. There have been no material variations or deviations from the Approved
Budget, and Borrower knows of no circumstances presently existing or reasonably
likely to occur which would or could have a materially adverse effect on the
construction of the Improvements including but not limited to a material
variation or deviation from the Approved Budget.

      6.34 The Submerged Lands Lease. The Submerged Lands Lease is a valid and
subsisting lease and is in full force and effect in accordance with the terms
thereof and has not been modified, amended, canceled or terminated. Borrower has
not waived, canceled or surrendered any of its rights under the Submerged Lands
Lease. Borrower is the sole owner of, and has good marketable title to the
leasehold estate created by the Submerged Lands Lease. The leasehold estate
created by the Submerged Lands Lease is free and clear of all liens,
encumbrances and other matters affecting title, except as approved in writing by
Borrower. All of the rental, additional rental and other charges payable under
the Submerged Lands Lease prior to the execution hereof have been paid and all
of the terms, conditions and agreements contained in the Submerged Lands Lease
which are to have been performed prior to the execution hereof have been
performed. No default or event which, with the giving of notice and/or the
passage of time would constitute a default, exists under the Submerged Lands
Lease on the part of any party thereto. Borrower shall not transfer, sell,
pledge, convey, hypothecate, factor or assign all or any of its interest in the
Submerged Lands Lease without first obtaining the prior written consent of TFC
(which consent may be given, withheld or conditioned by TFC in TFC's sole
discretion).

      6.35 Title. Borrower has insurable title to the Marathon Key Resort and
Borrower possesses an unencumbered fee estate in the Marathon Key Resort and it
owns the Marathon Key Resort free and clear of all liens, encumbrances and
charges whatsoever except for those


                                       65
<PAGE>

exceptions shown in the title insurance policy insuring the lien of the Marathon
Key Resort Mortgage (the "Permitted Exceptions") and the Marathon Key Resort
Mortgage is and will remain a valid and enforceable first lien on and security
interest in the Marathon Key Resort, subject only to said exceptions. Borrower
is not a party to any outstanding contract or agreement providing for or
requiring it to convey its interest in the Marathon Key Resort to any person or
entity, and no person or entity other than Borrower has any beneficial or
equitable right, title or interest in the Marathon Key Resort, or any part
thereof. The possession of the Marathon Key Resort has been peaceful and
undisturbed and title thereto has not been disputed or questioned to the best of
Borrower's knowledge. Borrower shall forever warrant, defend and preserve such
title and the validity and priority of the lien of the Marathon Key Resort
Mortgage and shall forever warrant and defend the same to TFC against the claims
of all persons whomsoever.

      6.36 First Lien. Upon the execution by the Borrower and the recording of
the Marathon Key Resort Mortgage, and upon the execution and filing of UCC-1
financing statements or amendments thereto, TFC will have a valid first lien on
the Marathon Key Resort and the leasehold estate created by the Submerged Lands
Lease subject to no liens, charges or encumbrances other than the Permitted
Exceptions.

      6.37 Single Tax Lot. The Marathon Key Resort consists of a single tax lot
or multiple tax lots; no portion of said tax lot(s) covers property other than
the Marathon Key Resort or a portion of the Marathon Key Resort and no portion
of the Marathon Key Resort lies in any other tax lot. The Marathon Key Resort
consists of one or more legally sub-divided lots.

      6.38 Special Assessments. There are no pending or, to the knowledge of
Borrower, proposed special or other assessments for public improvements or
otherwise affecting the Marathon Key Resort, nor, to the knowledge of Borrower,
are there any contemplated improvements to the Marathon Key Resort that may
result in such special or other assessments.

      6.39 Condition of Improvements. The Marathon Key Resort has not been
damaged by fire, water, wind or other cause of loss or any previous damage to
the Marathon Key Resort has been fully restored.

      6.40 No Condemnation. No part of any property subject to the Marathon Key
Resort Mortgage has been taken in condemnation or other like proceeding nor is
any proceeding pending, threatened or known to be contemplated for the partial
or total condemnation or taking of the Marathon Key Resort

      6.41 No Labor or Materialmen Claims. All parties furnishing labor and
materials have been paid in full and, except for such liens or claims insured
against by the policy of title insurance to be issued in connection with the
Loan, there are no mechanics', laborers' or materialmens' liens or claims
outstanding for work, labor or materials affecting the Marathon Key Resort,
whether prior to, equal with or subordinate to the lien of the Marathon Key
Resort Mortgage. Borrower may, in good faith, and by proper legal proceedings,
diligently pursued, contest the validity, amount or application of any
mechanics', laborers' or materialmens' liens or claims outstanding for work,
labor or materials affecting the Marathon Key Resort, provided, however, that in
each case, at the time of the commencement of any such action or proceeding,


                                       66
<PAGE>

and during the pendency of such action or proceeding (i) adequate reserves with
respect thereto are maintained on the books of Borrower in accordance with GAAP,
(ii) such contest operates to suspend collection or enforcement, as the case may
be, of the contested amount and such contest is maintained and prosecuted
continuously and with diligence, and (iii) Borrower shall deliver to TFC cash or
surety bond, or otherwise remove the lien to bond in accordance with the
provisions of Chapter 713 of the Florida Statutes, in an amount equal to one
hundred twenty-five percent (125%) of the amounts being contested which exceed
$100,000 (subject to a credit for any funds then held by TFC for such purposes)
in the aggregate and any estimated additional interest, charge or penalty
arising from such contest. Any cash so delivered shall constitute additional
security for the Loan. Borrower shall execute such instruments as TFC shall
require to evidence TFC's perfected first priority security interest therein and
to effectuate the provisions hereof. If, prior to the occurrence of an Event of
Default, Borrower shall provide evidence satisfactory to TFC, in its reasonable
judgment, that Borrower has paid the disputed amount, or otherwise settled the
same and paid any amount to be paid under such settlement, or that Borrower has
received a final unappealable judgment in its favor that it need not pay any
disputed amount, together with a certificate from Borrower confirming the
foregoing, then TFC shall return any cash deposited with TFC with respect to
such disputed amount. If Borrower ceases to contest continuously and with due
diligence any contest described above, or fails to provide TFC with evidence
satisfactory to TFC that it is doing so within ten (10) days after TFC's
request, or if there shall be a final judgment against Borrower with respect
thereto, then TFC may apply all or any portion of the cash to pay such disputed
amount and TFC shall have no liability to Borrower for any determination made by
TFC, in good faith, that it is entitled to do so or as to the amount to then be
paid with respect to such disputed amount, whether or not that determination is
found to be accurate.

      6.42 No Purchase Options. Except as otherwise set forth herein and in the
Loan Documents, no tenant, person, party, firm, corporation or other entity has
an option to purchase the Marathon Key Resort, any portion thereof or any
interest therein.

      6.43 Leases. The Marathon Key Resort is not subject to any leases other
than the leases described in the Loan Documents. Except as set forth in the Loan
Documents, no person has any possessory interest in the Marathon Key Resort or
right to occupy the same. As of the date hereof, (i) the Borrower is the owner
and holder of the landlord's interest under each lease; (ii) there are no prior
assignments of any lease or any portion of rents which are presently outstanding
and have priority over the Assignment of Rents and Leases; (iii) the leases have
not been modified or amended, except as disclosed to TFC in writing on the date
hereof; (iv) each lease is in full force and effect; (v) to the best of
Borrower's knowledge, neither Borrower nor any tenant under any lease to which
the Borrower is a party is in default under any of the terms, covenants or
provisions of the lease, and Borrower knows of no event which, but for the
passage of time or the giving of notice or both, would constitute an event of
default under any such lease; (vi) to the best of Borrower's knowledge, there
are no offsets or defenses to the payment of any portion of the rents; and (vii)
all rents due and payable under each lease have been paid in full and no said
rents have been paid more than one (1) month in advance of the due dates
thereof.

      6.44 Boundary Lines. Based on the Survey for the Marathon Key Resort and
except as disclosed thereon, all of the Improvements lie or will lie wholly
within the boundaries and


                                       67
<PAGE>

building restriction lines of the Marathon Key Resort, and no improvements on
adjoining properties encroach upon the Marathon Key Resort, and no easements or
other encumbrances upon the Marathon Key Resort encroach upon any of the
Improvements, so as to affect the value or marketability of the Marathon Key
Resort except those which are insured against by title insurance.

      6.45 Survey. The Survey of the Marathon Key Resort delivered to TFC has
been performed by a duly licensed surveyor or registered professional engineer
in the jurisdiction in which the Marathon Key Resort is situated, is certified
to TFC, its successors and assigns, and the title insurance company, and, to the
best of Borrower's knowledge, is in accordance with the most current minimum
standards for title surveys as determined by the American Land Title
Association, with the signature and seal of a licensed engineer or surveyor
affixed thereto, and does not fail to reflect any material matter affecting the
Marathon Key Resort or the title thereto of which Borrower has knowledge.

                             SECTION 7 -- COVENANTS

      7.1 Affirmative Covenants. So long as any portion of the Obligations
remains unsatisfied, Borrower hereby covenants and agrees with Agent and each
Lender as follows:

      (a) Payment and Performance of Obligations. Borrower shall pay all of the
Loan and related expenses when and as the same become due and payable, and
Borrower shall strictly observe and perform all of the Obligations, including
without limitation, all covenants, agreements, terms, conditions and limitations
contained in the Loan Documents, and will do all things reasonably necessary,
which are not prohibited by law, to prevent the occurrence of any Event of
Default hereunder; and Borrower will maintain an office or agency in the State
of Florida where notices, presentations and demands in respect of the Loan
Documents may be made upon Borrower. Such office or agency and the books and
records of Bluegreen Corporation and Bluegreen Vacations Unlimited, Inc. shall
be maintained at 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431
until such time as Borrower shall so notify TFC, in writing, of any change of
location of such office or agency.

      (b) Maintenance of Existence, Qualification and Assets. Each Borrower
shall at all times (i) maintain its respective legal existence, (ii) maintain
its respective qualification to transact business and good standing in any state
and in any jurisdiction where it conducts business in connection with the
Resorts, and (iii) comply or cause compliance with all governmental laws, rules,
regulations and ordinances applicable to the Resorts, each Borrower, or its
respective businesses, including, without limitation, any Timeshare Act.

      (c) Consolidation and Merger. Neither Borrower will consolidate with or
merge into any other Person or permit any other Person to consolidate with or
merge into it, unless: (i) such Borrower is the continuing or surviving
corporation in any such consolidation or merger and (ii) prior to and
immediately after such consolidation or merger, Borrower shall not be in default
hereunder.


                                       68
<PAGE>

      (d) Maintenance of Insurance. Borrower, or if required pursuant to the
Declaration, the applicable Timeshare Owners' Association, shall maintain (or
Borrower shall use its best efforts to cause to be maintained) at all times
during the term of this Agreement, policies of insurance with premiums being
paid when due, and shall deliver to TFC originals (or certified copies if
originals are unavailable) of insurance policies issued by insurance companies,
in amounts, in form and in substance, and with expiration dates, all acceptable
to TFC and containing a waiver of subrogation rights by the insuring company, a
non-contributory standard mortgagee benefit clause, or their equivalents, and a
mortgagee loss payable endorsement in favor of Agent on behalf of each Lender
and satisfactory to TFC, and breach of warranty coverage, providing the
following types of insurance on and with respect to Borrower (or, as
appropriate, the respective Associations) and the Resort:

            (i)       Fire and extended coverage insurance (including lightning,
                      hurricane, tornado, wind and water damage, vandalism and
                      malicious mischief coverage) covering the improvements and
                      any personal property located in or on the Resorts, in an
                      amount not less than the full replacement value of such
                      improvements and personal property, and said policy of
                      insurance shall provide for a deductible acceptable to
                      TFC, breach of warranty coverage, replacement cost
                      endorsements satisfactory to TFC, and shall not permit
                      co-insurance;

            (ii)      Public liability and property damage insurance covering
                      the Resorts in amounts and on terms satisfactory to TFC;

            (iii)     All-risk builder's risk insurance during the construction
                      of the Improvements, in an amount equal to one hundred
                      percent (100%) of the replacement cost of the
                      Improvements, providing all-risk coverage on the Marathon
                      Key Resort and the materials stored on the Marathon Key
                      Resort and elsewhere, including the perils of collapse,
                      water damage, and, if requested by TFC, insurance covering
                      business interruption, flood, sinkhole, earthquake, and
                      other risks;

            (iv)      On Completion of the Improvements, all-risk insurance on
                      the Marathon Key Resort until the Loan is paid in full, as
                      determined by TFC, in an amount equal to one hundred
                      percent (100%) of the replacement cost of the Marathon Key
                      Resort or in such additional amounts as TFC may require,
                      providing all-risk coverage on the Marathon Key Resort,
                      and, if requested by TFC, insurance covering business
                      interruption, flood, sinkhole, earthquake, and other
                      risks;

            (v)       Until completion of the Improvements, comprehensive
                      general liability insurance for owners and contractors,
                      including blanket contractual liability, products and
                      completed operations, personal injury, bodily injury,
                      death or property damage, explosion, collapse, and
                      underground hazards, arising out of any one occurrence, in
                      the amount of One Million dollars ($1,000,000.00) per
                      occurrence, with an


                                       69
<PAGE>

                      umbrella provision and an aggregate limit of not less than
                      Two Million Dollars ($2,000,000.00), or in any increased
                      amount required by TFC;

            (vi)      Comprehensive automobile liability insurance for
                      contractors of not less than One Million Dollars
                      ($1,000,000.00) per occurrence for bodily injury and One
                      Million Dollars ($1,000,000.00) per occurrence for
                      property damage, combined single limit, arising out of any
                      one occurrence, and an aggregate limit of not less than
                      Two Million Dollars ($2,000,000.00), or in any reasonable
                      increased amounts required by TFC;

            (vii)     Workers' compensation insurance for employees and
                      contractors in statutory limits; and

            (viii)    Such other insurance on the Resorts and the Collateral or
                      any replacements or substitutions therefor including,
                      without limitation, flood insurance (if a Resort is or
                      becomes located in an area which is considered a flood
                      risk by the U.S. Emergency Management Agency or pursuant
                      to the National Flood Insurance program), in such amounts
                      and upon terms as may from time to time be reasonably
                      required by TFC.

      To the extent any other timeshare receivable lender has any rights to
approve the form of insurance policies with respect to the Resorts, the amounts
of coverage thereunder, the insurers under such policies, or the designation of
an attorney-in-fact for purposes of dealing with damage to any part of the
Resorts or insurance claims or matters related thereto, or any successor to such
attorney-in-fact, or any changes with respect to any of the foregoing, Borrower
shall take all steps as may be necessary (and, after turnover, if any, of
control of the Resorts to the Timeshare Owners' Association, Borrower shall use
its best efforts) to ensure that TFC shall at all times have a co-equal right,
with such other lender (including, without limitation, Borrower or any
third-party lender), to approve all such matters and any proposed changes in
respect thereof; and Borrower shall not cause or permit any changes with respect
to any insurance policies, insurers, coverage, attorney-in-fact, or insurance
trustee, if any, without TFC's prior written approval.

      In the event of any insured loss or claim in respect of the Resorts,
Borrower shall apply (or cause to be applied), and Borrower shall use its best
efforts to ensure that the Timeshare Owners' Association shall apply (or cause
to be applied), all proceeds of such insurance policies in a manner consistent
with the Timeshare Documents and the Timeshare Act.

      All insurance policies required pursuant to this Agreement (or the
Timeshare Documents or Timeshare Act) shall provide that the coverage afforded
thereby shall not expire or be amended, canceled, modified or terminated without
at least thirty (30) days prior written notice to TFC. At least thirty (30) days
prior to the expiration date of each policy maintained pursuant to this Section
7.1(d), a renewal or replacement thereof satisfactory to TFC shall be delivered
to TFC. Borrower shall deliver or cause to be delivered (and shall use its best
efforts to cause each Timeshare Owners' Association to deliver) to TFC receipts
evidencing the payment for all such insurance policies and renewals or
replacements.


                                       70
<PAGE>

      In the event of any fire or other casualty to or with respect to the
improvements on or at the Resorts, Borrower covenants that Borrower shall or
shall use its best efforts to cause the Timeshare Owners' Association, as the
case may be, to promptly restore or repair (or cause to be restored, repaired or
replaced) the damaged improvements and repair or replace any other personal
property to the same condition as immediately prior to such fire or other
casualty and, with respect to the improvements and personal property on the
Resorts, in accordance with the terms of the Timeshare Documents or Timeshare
Act. The insufficiency of any net insurance proceeds shall in no way relieve
Borrower or, as applicable, Borrower and Timeshare Owners' Association, of its
obligation to restore, repair or replace such improvements and other personal
property in accordance with the terms hereof, of the Declaration or other
Timeshare Documents or of the Timeshare Act, and Borrower covenants that
Borrower or, as the case may be, the Timeshare Owners' Association, shall
promptly comply and cause compliance with the provisions of the Declaration and
other Timeshare Documents, or of the Timeshare Act relating to such restoration,
repair or replacement. Borrower shall, with respect to all Resorts other than
the Marathon Key Resort, apply all insurance proceeds payable to or received by
it, in accordance with the applicable Declaration. Prior to the repayment in
full of the Acquisition/Construction Loan Component, Agent may, in its sole
discretion, apply all insurance proceeds with respect to the Marathon Key Resort
to restoration of such Resort as provided in the Marathon Key Mortgage. After
repayment in full of the Acquisition/Construction Loan Component, all insurance
proceeds shall be applied as provided in the Declaration.

      All insurance policies shall be issued on forms and by companies of at
least a Best rating of A-, which are licensed to do business in the state in
which each Resort is located, and shall be satisfactory to TFC. Borrower shall
deliver copies of all insurance policies described in (i), (ii), (vi) and (vii)
and the original insurance policies, described in (iii), (iv) and (v) above to
TFC prior to closing, and shall deliver to TFC evidence of such coverage
forty-five (45) days prior to the anniversary date of each Insurance Policy. All
insurance policies described in (iii), (iv) and (v) above shall have loss made
payable to TFC as mortgagee together with the standard mortgagee clause, if such
is required in the State of Florida. No insurance policy may be terminated,
reduced, or materially changed without TFC's prior written consent.

      (e) Maintenance of Security. Borrower shall execute and deliver (or cause
to be executed and delivered) to TFC all security agreements, financing
statements, assignments and such other agreements, documents, instruments and
certificates, and supplements and amendments thereto, and take such other
actions, as TFC deems necessary or appropriate in order to maintain as valid,
enforceable and perfected first or second priority liens and security interests,
as applicable, all Liens and security interests in the Collateral granted to
Agent as agent for Lenders to secure the Obligations. Borrower shall not grant
extensions of time for the payment of, compromise for less than the full face
value or release in whole or in part, any Purchaser or other Person liable for
the payment of, or allow any credit whatsoever except for the amount of cash to
be paid upon, any Collateral or any instrument, chattel paper or document
representing the Collateral.

      (f) Payment of Taxes and Claims. Borrower will pay, and, as applicable
pursuant to the Declaration, Borrower covenants that the Timeshare Owners'
Association will pay, when due, all taxes imposed upon the Resorts, the
Collateral, Borrower, the Timeshare Owners' Association, or any of its or their
Property, or with respect to any of its or their franchises, businesses, income
or


                                       71
<PAGE>

profits, or with respect to the Loan or any of the Loan Documents; and Borrower
and the Timeshare Owners' Association, as the case may be, shall pay all other
charges and assessments against Borrower, the Collateral and the Resorts before
any claim (including, without limitation, claims for labor, services, materials
and supplies) arises for sums which have become due and payable. Except for the
Liens in favor of Agent on behalf of Lenders granted pursuant to the Loan
Documents, and except as otherwise specifically provided for herein, Borrower
covenants that no statutory or other Liens whatsoever (including, without
limitation, mechanics', materialmens', judgment or tax liens) shall attach to
any of the Collateral or the Resorts except for such Liens as are expressly
provided for pursuant to the Declaration, which shall, in any event, be
subordinate to the Lien of Agent on behalf of Lenders. In the event any such
Lien attaches to any of the Collateral or the Resorts, Borrower shall, within
thirty (30) days after any such Lien attaches, either (i) cause such Lien to be
released of record or (ii) provide TFC with a bond in accordance with the
applicable laws of the State, issued by a corporate surety acceptable to TFC, in
an amount and form acceptable to TFC.

      (g) Inspections. Borrower shall, at any time and from time to time, permit
TFC or any Lender or their respective agents or representatives (provided such
Lender has coordinated such inspection with TFC) to inspect the Resorts, the
Collateral and if necessary, in TFC's opinion, to ascertain or assure Borrower's
compliance with the terms of this Agreement, any of each Borrower's other assets
or Property, and to examine and make copies of and abstracts from its and, to
the extent it has access thereto or possession thereof, the Timeshare Owners'
Association's, books, accounts, records, original correspondence, computer
tapes, disks, software, and other papers as it may desire; and to discuss its
affairs, finances and accounts with any of its officers, employees, Affiliates
of each Borrower, any Borrower's Agent, contractors or independent public
accountants (and by this provision Borrower authorizes said accountants to
discuss with TFC or any Lender, or their respective agents or representatives,
the affairs, finances and accounts of each Borrower or any Affiliate of either
Borrower). TFC and each Lender agree to use reasonable efforts not to
unreasonably interfere with either Borrower's business operations in connection
with any such inspections. Without limiting the foregoing, TFC shall have the
right to make such credit investigations as TFC may deem appropriate in
connection with its review of Notes Receivable, and each Borrower shall make
available to TFC all credit information in each Borrower's possession or under
its control or to which it may have access, with respect to Purchasers or other
obligors under Notes Receivable as TFC may request. Borrower shall pay the
reasonable expenses of any inspection described above performed or requested by
TFC. With respect to inspections requested by Participants or Lenders other than
TFC, if the inspection is requested in connection with an increase,
modification, or extension of the Revolving Credit Period, the Maximum Loan
Amount, the Acquisition/Construction Loan Maturity Date, the Revolving Loan
Maturity Date or the amount of the Loan or any other modification to this
Agreement, then such inspection shall be at the sole expense of Borrower.
Otherwise, such inspection shall be at the sole expense of the Participant or
Lender requesting the inspection.

      (h) Reporting Requirements. So long as any portion of the Obligations
remain unsatisfied, each Borrower shall furnish (or cause to be furnished, as
the case may be) to TFC the following:


                                       72
<PAGE>

            (i) Monthly Financial Reports. As soon as available and in any event
            within ten (10) days after the end of each calendar month, a report
            showing (i) the trial balance of the Pledged Notes Receivable, (ii)
            an aging report on the Pledged Notes Receivable, (iii) a report
            detailing the collections on each of the Pledged Notes Receivable,
            (iv) a Borrowing Base Report, (v) monthly reports from the Lockbox
            Agent required pursuant to the Lockbox Agreement (provided that such
            reports have been provided to Borrower by Lockbox Agent), (vi) bank
            statements (provided that such statements have been provided to
            Borrower by the bank in question), and (vii) Intervals Sales report
            for each Eligible Resort;

            (ii) Quarterly Financial Reports. As soon as available after each
            fiscal quarter of each Borrower (other than the last quarter of any
            fiscal year), the following: (i) in any event, no later than five
            (5) days after submission to the Securities and Exchange Commission,
            a copy of Bluegreen Corporation's 10-Q filing, income statement and
            balance sheet certified by the Chief Financial Officer of Bluegreen
            Corporation to fairly present the financial condition of said entity
            on a fully consolidated basis as of the end of such fiscal quarter
            and the results of the operations of Bluegreen Corporation on a
            fully consolidated basis for the period ending on such date; (ii) in
            any event no later than five (5) days after submission to the
            Securities and Exchange Commission, if applicable, copies of any and
            all other financial reports and corrections thereto and corrections
            to the 10-Q filings required of Bluegreen Corporation under federal
            laws and regulations; (iii) in any event no later than thirty (30)
            days after the end of each fiscal quarter of Bluegreen Vacations
            Unlimited, Inc., copies of Bluegreen Vacations Unlimited, Inc.'s and
            each Resort's income statement and balance sheet certified by the
            Treasurer of Bluegreen Vacations Unlimited, Inc. to fairly present
            the financial condition of said entities on a fully consolidated
            basis as of the end of such fiscal quarter and the results of the
            operations of Bluegreen Vacations Unlimited, Inc. and each Resort on
            a fully consolidated basis for the period ending on such date; and
            (iv) copies of any and all other financial reports and corrections
            thereto required of Borrower;

            (iii) Annual Financial Reports. As soon as available after each
            fiscal year of each Borrower, the following: (i) in any event no
            later than five (5) days after submission to the Securities and
            Exchange Commission, a copy of Bluegreen Corporation's 10-K filing,
            income statement and balance sheet certified by the Chief Financial
            Officer of Bluegreen Corporation to fairly present the financial
            condition of said entity on a fully consolidated basis at the end of
            such fiscal year and the results of the operations of such entity on
            a fully consolidated basis at the end of such fiscal year and the
            results of the operations of such entity on a fully consolidated
            basis for the period ending on such date; (ii) in any event no later
            than five (5) days after submission to the Securities and Exchange
            Commission, if applicable, copies of any and all other financial
            reports and corrections thereto and corrections to the 10-K filings
            required of Bluegreen Corporation under federal laws and
            regulations; (iii) in any event no later than ninety (90) days after
            the end of each fiscal year of Bluegreen Vacations Unlimited, Inc.,
            copies of Bluegreen Vacations Unlimited, Inc.'s and each Resort's
            income statement and


                                       73
<PAGE>

            balance sheet certified by the Treasurer of Bluegreen Vacations
            Unlimited, Inc. to fairly present the financial condition of said
            entities on a fully consolidated basis at the end of such fiscal
            year and the results of the operations of such entities on a fully
            consolidated basis at the end of such fiscal year, all in such
            detail and scope as required by TFC and prepared in accordance with
            GAAP and on a basis consistent with prior accounting periods; and
            (iv) copies of any and all other financial reports and corrections
            thereto required of Borrower;

            (iv) Officer's Certificate. Each set of annual Financial Statements
            or reports delivered to TFC pursuant to Sections 7.1(h)(i), (ii) and
            (iii) of this Agreement will be accompanied by a certificate of the
            President or the Treasurer of each Borrower in the form attached as
            Exhibit Q setting forth that the signers have reviewed the relevant
            terms of the Agreement (and all other agreements and exhibits
            between the parties) and have made, or caused to be made, under
            their supervision, a review of the transactions and conditions of
            each Borrower from the beginning of the period covered by the
            Financial Statements or reports being delivered therewith to the
            date of the certificate and that such review has not disclosed the
            existence during such period of any condition or event which
            constitutes a Default or Event of Default or, if any such condition
            or event existed or exists or will exist, specifying the nature and
            period of existence thereof and what action Borrower has taken or
            proposes to take with respect thereto;

            (v) Sales Reports. Concurrently with the financial statements
            required pursuant to Section 7.1(h)(i), (ii) and (iii), Borrower
            shall deliver to TFC, a sales report, detailing the sales of all
            Intervals at the Resorts for the period covered thereby, certified
            by each Borrower to be true, correct and complete and otherwise in a
            form approved by TFC;

            (vi) Audit Reports. Promptly upon receipt thereof, one (1) copy of
            each other report submitted to each Borrower by independent public
            accountants or other Persons in connection with any annual, interim
            or special audit made by them of the books of either Borrower;

            (vii) Notice of Default or Event of Default. Immediately upon
            becoming aware of the existence of any condition or event which
            constitutes a Default or an Event of Default, or upon becoming aware
            of any acceleration with respect to any specified Event of Default,
            a written notice specifying, as applicable, the nature and period of
            existence thereof and what action Borrower is taking or proposes to
            take with respect thereto;

            (viii) Notice of Claimed Default. Immediately upon becoming aware of
            a claim of Default or Event of Default, a written notice specifying,
            as applicable, the nature and period of existence thereof and what
            action Borrower is taking or proposes to take with respect thereto;

            (ix) Maintenance of Inventory Control. Borrower shall maintain and
            at all times fully comply with the Inventory Control Procedures from
            the date hereof until


                                       74
<PAGE>

            the Loan is repaid in full. Borrower shall permit TFC, its officers,
            employees, auditors, and other agents or designees to review the
            books and records of each Borrower and make such other examinations
            and inspections as TFC in its sole discretion deems necessary to
            determine that each Borrower is in full compliance with such
            Inventory Control Procedures;

            (x) Material Adverse Developments. Immediately upon, and in any
            event, within ten (10) Business Days of, becoming aware of any
            claim, action, proceeding, development or other information which
            may materially and adversely affect either Borrower, the Collateral,
            the Resorts, the business, prospects, profits or condition
            (financial or otherwise) of either Borrower, or the ability of
            either Borrower to perform the Obligations under the Agreement,
            Borrower shall provide TFC with telephonic or telegraphic notice,
            followed by telefaxed and mailed written confirmation, specifying
            the nature of such development or information and such anticipated
            effect;

            (xi) Owner's Association Financial Statements. Financial Statements
            (audited if available) and operating budgets for each Timeshare
            Owner's Association, within 120 days of the end of each calendar
            year; and

            (xii) Other Information. Borrower shall deliver to TFC: (i) within
            five (5) days of the filing thereof with the United States
            Securities and Exchange Commission, copies of each Form 8-K, 10-Q
            and 10-K filed by Borrower; (ii) at least semi-annually during the
            Term (or more frequently upon request of TFC), current addresses and
            telephone numbers for each obligor under an Eligible Note Receivable
            pledged to Agent on behalf of Lenders hereunder and TFC shall
            maintain all such information in compliance with all applicable laws
            and statutes, including the Financial Services Modernization Act of
            1999 (Gramm-Leach-Bliley Act) and (iii) any other information
            related to the Loan, the Collateral, the Resort or Borrower as TFC
            may in good faith request including, without limitation, annually,
            federal call reports relating to Lockbox Agent.

      (i) Records. Each Borrower shall keep adequate records and books of
accounts reflecting all financial transactions of each Borrower and the Marathon
Key Resort, and will each use its best efforts to cause each Timeshare Owners'
Association to keep adequate books and records for itself and each Resort, in
which complete entries will be made in accordance with GAAP. In addition,
Borrower shall keep, and shall promptly deliver to TFC upon TFC's request
therefor, complete, timely and accurate records of all sales of Intervals and
all payments in respect of Pledged Notes Receivable.

      (j) Management. Each Borrower or its respective Affiliates shall: (i)
remain engaged in the active management of the Resorts, (ii) unless Borrower
notifies TFC in writing at least forty-five (45) days in advance of its new
location, Bluegreen Corporation and Bluegreen Vacations Unlimited, Inc. shall
retain their executive offices at 4960 Conference Way North, Suite 100, Boca
Raton, Florida 33431, and (iii) continue to perform duties substantially similar
to those presently performed as provided in the management agreement relating to
each Resort. No management agreement for the Marathon Key Resort shall be
modified, assigned, extended,


                                       75
<PAGE>

terminated or entered into nor shall the current method of operation and
management of the Resorts be changed in any material manner, without the prior
written approval of TFC.

      (k) FICA. Upon written request by TFC, Borrower shall furnish to TFC
within fifteen (15) days after the expiration of each calendar quarter proof
reasonably satisfactory to TFC that Borrower's obligations to make deposits for
F.I.C.A., social security and withholding taxes have been satisfied.

      (l) Operating Contracts. Subject to the rights of the Timeshare Owners'
Association as set forth in the Timeshare Documents, no Operating Contract shall
be modified, extended, terminated or entered into, and Borrower shall not
consent to any modification, extension or termination of any Operating Contract
without the prior written approval of TFC, if any such modification, extension,
termination or new agreement could have a material adverse impact on the
operation of the Resorts or the Collateral.

      (m) Notices. Borrower shall notify TFC within five (5) Business Days of
becoming aware of the occurrence of any event (i) as a result of which any
representation or warranty of either Borrower contained in any Loan Documents
would be incorrect or materially misleading if made at that time, or (ii) as a
result of which either Borrower is not in full compliance with all of its
covenants and agreements contained in this Agreement or any Loan Document, or
(iii) which constitutes or, with the passage of time, notice or a determination
by TFC would constitute, an Event of Default.

      (n) Maintenance. Borrower shall maintain, or shall cause to be maintained,
or to the extent provided for pursuant to the Declaration, shall use its best
efforts to cause the Timeshare Owners' Association to maintain, the Resorts in
good repair, working order and condition and shall make all necessary
replacements and improvements to the Resorts so that the value and operating
efficiency of the Resort will be maintained at all times and so that the Resorts
remains in compliance in all respects with the Timeshare Act, the Timeshare
Documents and other applicable law.

      (o) Claims. Borrower shall promptly notify TFC of any claim, action or
proceeding affecting the Resorts or Collateral, or any part thereof, or TFC, any
Lender or any of the security interests or rights granted in favor of Agent
hereunder or under any of the Loan Documents. At the request of TFC, Borrower
shall appear in and defend in favor of each Lender, at Borrower's sole expense,
any such claim, action or proceeding.

      (p) Registration and Regulations.

            (i) Legal Compliance. Borrower will comply, and will cause the
            Resorts to comply, or to the extent provided for pursuant to the
            Declaration, shall use its best efforts to cause the Timeshare
            Owners' Association to comply, with all applicable servitudes,
            restrictive covenants, applicable planning, zoning or land use
            ordinances and building codes, all applicable health and
            Environmental Laws and regulations, and all other applicable laws,
            rules, regulations, agreements or arrangements. Except as expressly
            provided herein as to the Marathon Key Resort, TFC and


                                       76
<PAGE>

            Lenders shall have no obligation or responsibility whatsoever for
            any matter incident to the Resorts or the construction of the
            Improvements.

            (ii) Registration Compliance. Borrower will maintain, or will use
            its best efforts to cause to be maintained, all necessary
            registrations, current filings, consents, franchises, approvals, and
            exemption certificates, and Borrower will make or pay, or cause to
            be made or paid, all registrations, declarations or fees with the
            Division and any other government or any agency or department
            thereof, whether in the state or another jurisdiction, required in
            connection with the Resorts and the occupancy, use and operation
            thereof, the incorporation of Units into the time-share plan
            established pursuant to the Declaration and the other Timeshare
            Documents, and the sale, advertising, marketing, and offering for
            sale of Intervals. All such registrations, filings and reports
            prepared by Borrower will be truthfully completed; and true and
            complete copies of such registrations, applications, consents,
            licenses, permits, franchises, approvals, exemption certificates,
            filings and reports will be delivered to TFC upon request. Borrower
            shall advise TFC of any material changes with respect to its
            marketing or sales programs for the Resorts in any jurisdiction,
            including jurisdictions other than the state, and at TFC's request
            from time to time, Borrower shall deliver to TFC: (A) written
            statements by the applicable state authorities, in form acceptable
            to TFC, stating that no registration is necessary for the sale of
            Intervals in the particular state, (B) an opinion of counsel in form
            acceptable to TFC and rendered by counsel acceptable to TFC, stating
            that no such registration is necessary, or (C) such other evidence
            of compliance with applicable laws as TFC may reasonably require;
            and

            (iii) Other Compliance. Borrower has, in all material respects,
            complied with and will comply with all laws and regulations of the
            United States, the State of Florida, and each state in which an
            applicable Resort is located, any political subdivision of either
            such state and any other governmental, quasi-governmental or
            administrative jurisdiction in which Intervals have been sold or
            offered for sale, or in which sales, offers of sale or solicitations
            with respect to the Resorts have been or will be conducted,
            including to the extent applicable, but not limited to: (1) the
            applicable Timeshare Act(s); (2) the Consumer Credit Protection Act;
            (3) Regulation Z of the Federal Reserve Board; (4) the Equal Credit
            Opportunity Act; (5) Regulation B of the Federal Reserve Board; (6)
            the Federal Trade Commission's 3-day cooling-off Rule for
            Door-to-Door Sales; (7) Section 5 of the Federal Trade Commission
            Act; (8) ILSA; (9) federal postal laws; (10) applicable state and
            federal securities laws; (11) applicable usury laws; (12) applicable
            trade practices, home and telephone solicitation, sweepstakes,
            anti-lottery and consumer credit and protection laws; (13)
            applicable real estate sales licensing, disclosure, reporting and
            escrow laws; (14) the ADA; (15) RESPA; (16) all amendments to and
            rules and regulations promulgated under the foregoing acts or laws;
            (17) the Federal Trade Commission's Privacy of Consumer Financial
            Information Rule; (18) the Federal Trade Commission's Telemarketing
            Sales Rule; (19) Regulation P of the Federal Reserve Board; (20)
            other applicable federal statutes and the rules and regulations
            promulgated thereunder; and (21) any state law or law of any state
            (and


                                       77
<PAGE>

            the rules and regulations promulgated thereunder) relating to
            ownership, establishment or operation of the Resorts, or the sale,
            offering for sale, or financing of Intervals.

      (q) Other Documents. Borrower will maintain, or will cause the Custodian
to maintain, to the satisfaction of TFC and make available to TFC and the other
Lenders, accurate and complete files relating to the Resorts, the Pledged Notes
Receivable and other Collateral, and such files will contain true copies of each
Pledged Note Receivable, as amended from time to time, copies of all relevant
credit memoranda relating to such Notes Receivable and all collection
information and correspondence relating thereto.

      (r) Further Assurances. Borrower will execute and deliver, or cause to be
executed and delivered, such other and further agreements, documents,
instruments, certificates and assurances as TFC may deem necessary or
appropriate to more effectively evidence or secure, and to ensure the
performance of, the Obligations. In addition, Borrower shall deliver to TFC from
time to time upon each request by TFC such documents, instruments or other
matters or items as TFC may reasonably require to evidence each Borrower's
compliance with the covenants and agreement set forth in this Agreement.

      (s) Utilities. Borrower will cause, and will use its best efforts to
ensure that each Timeshare Owners' Association, or the manager of the Resorts,
as applicable, will cause electric, sanitary and stormwater sewer, water
facilities, drainage facilities, solid waste disposal, telephone and other
necessary utilities to be available to the Resorts in sufficient capacity to
service the Resorts.

      (t) Amenities. Borrower will cause, and will use its best efforts to
ensure that each Timeshare Owners' Association, or the manager of the Resorts,
as applicable, will cause the Resorts to be maintained in good condition and
repair, and in accordance with the provisions of the applicable Timeshare
Documents, and Borrower will cause each Purchaser of an Interval at the Resorts
to have continuing access to, and the use of, to the extent of such Purchaser's
time-share periods, all of the Common Elements and related or appurtenant
services, rights and benefits, all as provided in the Declaration and the
Timeshare Documents.

      (u) Expenses and Closing Fees. Whether or not the transactions
contemplated hereunder are completed, Borrower shall pay all expenses of TFC,
each Lender and each of TFC's participants relating to negotiating, preparing,
documenting, closing and enforcing this Agreement, including, but not limited
to:

            (i) the cost of preparing, reproducing and binding this Agreement,
            the other Loan Documents and all Exhibits and Schedules thereto;

            (ii) the fees and disbursements of TFC's, each Lender's and each of
            TFC's participants' counsel;

            (iii) TFC's, each Lender's and each of TFC's participants'
            out-of-pocket expenses;


                                       78
<PAGE>

            (iv) all fees and expenses (including fees and expenses of TFC's,
            each Lender's and each of TFC's participants' counsel) relating to
            any amendments, waivers, consents or subsequent closings pursuant to
            the provisions hereof;

            (v) all costs, outlays, legal fees and expenses of every kind and
            character had or incurred in (1) the interpretation or enforcement
            of any of the provisions of, or the creation, preservation or
            exercise of rights and remedies under, any of the Loan Documents
            including the costs of appeal (2) the preparation for, negotiations
            regarding, consultations concerning, or the defense or prosecution
            of legal proceedings involving any claim or claims made or
            threatened against TFC arising out of this transaction or the
            protection of the Collateral securing the Loan or Advances made
            hereunder, expressly including, without limitation, the defense by
            TFC, each Lender and each of TFC's participants of any legal
            proceedings instituted or threatened by any Person to seek to
            recover or set aside any payment or setoff theretofore received or
            applied by TFC, each Lender and each of TFC's participants with
            respect to the Obligations, and any and all appeals thereof; and (3)
            the advancement of any expenses provided for under any of the Loan
            Documents;

            (vi) all expenses relating to the maintenance and administration of
            the Lockbox and Lockbox Account by the Lockbox Agent and the
            Servicing Agreement;

            (vii) the custodial fees payable to Custodian under the Custodial
            Agreement with respect to the original Pledged Notes Receivable and
            related Collateral;

            (viii) all costs and expenses incurred by TFC under the Note, and
            all late charges under the Note;

            (ix) all real and personal property taxes and assessments,
            documentary stamp and intangible taxes, sales taxes, recording fees,
            title insurance premiums and other title charges, document copying,
            transmittal and binding costs, appraisal fees, lien and judgment
            search costs, fees of architects, engineers, environmental
            consultants, surveyors and any special consultants, construction
            inspection fees, brokers fees, escrow fees, wire transfer fees, and
            all travel and out-of-pocket expenses of TFC, each Lender and each
            of TFC's participants to conduct inspections or audits. Without
            limitation of the foregoing, Borrower shall pay the costs of UCC and
            other searches, UCC and other Loan Document recording fees and
            applicable taxes, and premiums on the Title Policy and each
            mortgagee title policy delivered to Agent pursuant to this
            Agreement;

            (x) all survey costs and expenses, including, without limitation,
            the cost of the Survey; and

            (xi) all premiums for the Insurance Policies.

      (v) Indemnification of TFC and Lenders. In addition to (and not in lieu
of) any other provisions of any Loan Document providing for indemnification in
favor of TFC or Lenders,


                                       79
<PAGE>

Borrower shall defend, indemnify and hold harmless TFC and each Lender, their
respective subsidiaries, affiliates, officers, directors, agents, employees,
representatives, consultants, contractors, servants, and attorneys, as well as
the respective heirs, personal representatives, successors or assigns of any or
all of them (hereafter collectively the "Indemnified Lender Parties"), from and
against, and promptly pay on demand or reimburse each of them with respect to,
any and all liabilities, claims, demands, losses, damages, costs and expenses
(including without limitation, reasonable attorneys' and paralegals' fees and
costs), actions or causes of action of any and every kind or nature whatsoever
asserted against or incurred by any of them by reason of or arising out of or in
any way related or attributable to (i) this Agreement, the Loan Documents, or
the Collateral; (ii) the transactions contemplated under any of the Loan
Documents or any of the Timeshare Documents, including without limitation, those
in any way relating to or arising out of the violation of any federal or state
laws, including any Timeshare Act; (iii) any breach of any covenant or agreement
or the incorrectness or inaccuracy of any representation and warranty of
Borrower contained in this Agreement or any of the Loan Documents (including
without limitation any certification of Borrower delivered to any Lender or
TFC); (iv) any and all taxes, including real estate, personal property, sales,
mortgage, excise, intangible or transfer taxes, and any and all fees or charges,
including, without limitation under any Timeshare Act, which may at any time
arise or become due prior to the payment, performance and discharge in full of
the Obligations; (v) the breach of any representation or warranty as set forth
herein regarding any Environmental Laws; (vi) the failure of Borrower to perform
any obligation or covenant herein required to be performed pursuant to any
Environmental Laws; (vii) the use, generation, storage, release, threatened
release, discharge, disposal or presence on, under or about the Resorts of any
Hazardous Materials; (viii) the removal or remediation of any Hazardous
Materials from the Resorts required to be performed pursuant to any
Environmental Laws or as a result of recommendations of any environmental
consultant or as required by TFC; (ix) claims asserted by any Person (including
without limitation any governmental or quasi-governmental agency, commission,
department, instrumentality or body, court, arbitrator or administrative board
in connection with or any in any way arising out of the presence, use, storage,
disposal, generation, transportation, release, or treatment of any Hazardous
Materials on, in, under or affecting the Resorts; (x) the violation or claimed
violation of any Environmental Laws in regard to the Resorts; or (xi) the
preparation of an environmental audit or report on the Resort, whether conducted
by a Lender, TFC, Borrower or a third-party, or the implementation of
environmental audit recommendations. Such indemnification shall not give
Borrower any right to participate in the selection of counsel for TFC or any
Lender or the conduct or settlement of any dispute or proceeding for which
indemnification may be claimed. TFC and each Lender agree to give Borrower
written notice of the assertion of any claim or the commencement of any action
or lawsuit described in this Section. It is the express intention of the parties
hereto that the indemnity provided for in this Section, as well as the
disclaimers of liability referred to in this Agreement, are intended to and
shall protect and indemnify TFC and each Lender from the consequences of TFC's
and each Lender's own simple negligence, whether or not that simple negligence
is the sole or concurring cause of any liability, obligation, loss, damage,
penalty, action, judgment, suit, claim, cost, expense or disbursement provided,
however, that Borrower shall not be required to protect and indemnify TFC or any
Lender from the consequences of TFC's or any such Lender's gross negligence,
where that gross negligence is the primary cause of the liability, obligation,
loss, damage, penalty, action, judgment, suit, claim, cost, expense or
disbursement for which


                                       80
<PAGE>

indemnification or protection would otherwise be required. The provisions of
this Section shall survive the full payment, performance and discharge of the
Obligations and the termination of this Agreement, and shall continue thereafter
in full force and effect.

      (w) No Liability of Lender with Regard to Improvements. TFC shall have no
liability, obligation, or responsibility whatsoever with respect to the
completion of the Improvements. TFC shall not be obligated to inspect the
Marathon Key Resort or the completion of the Improvements. TFC shall not be
liable or responsible for any defect in the Marathon Key Resort or the
Improvements by reason of inspecting same, nor be liable for the performance or
default of Borrower, Architect, the Inspecting Architects/Engineers, Contractor,
or any other party, or for any failure to construct, complete, protect, or
insure the Improvements, or for the payment of costs of labor, materials, or
services supplied for the construction of the Improvements, or for the
performance of any obligation of Borrower whatsoever. Nothing, including without
limitation, any Advance or acceptance of any document or instrument, shall be
construed as a representation or warranty, express or implied, to any party by
TFC.

      (x) Operation of Borrower's Business. Each Borrower will operate its
business in substantial compliance with timeshare industry standards.

      (y) Financial Covenants.

            (i) Bluegreen Corporation shall at all times during the Term of the
      Loan have and maintain a Tangible Net Worth in an amount not less than
      $130,000,000.00.

            (ii) The ratio of Bluegreen Corporation's liabilities, as determined
      in accordance with GAAP, to its Tangible Net Worth shall not exceed 2.5 to
      1.0.

      (z) Construction of the Improvements. Borrower shall commence construction
of the Improvements within a commercially reasonable time and the completion of
the Improvements shall be executed with diligence and continuity, in a good and
workmanlike manner, and in accordance with sound building and engineering
practices, all Governmental Requirements, the Plans, the Approved Budget, the
Approved Construction Schedule, and shall comply with all covenants, conditions,
and restrictions affecting the Marathon Key Resort. Failure by Borrower to
strictly adhere to the Approved Construction Schedule shall not constitute a
Default or an Event of Default unless and until Borrower has been provided with
written notice of such failure and thirty (30) days to remedy such failure.
However, Borrower shall not, in any event, permit cessation of work for a period
in excess of ten (10) days without the written consent of TFC, unless such
cessation is caused by acts of God, in which case such cessation shall not
exceed thirty (30) days, and shall complete construction of the Improvements on
or before the Improvements Completion Date, free and clear of all liens, except
those as to which Borrower has furnished a bond or other security acceptable to
TFC and otherwise has complied with this Agreement.

      (aa) Correction of Defects. Borrower immediately shall, at its own
expense, correct or cause to be corrected: (a) all defects in the Improvements;
(b) all material departures in the construction of the Improvements from the
Plans; (c) any and all violations of any and all Governmental Requirements, and
any and all violations of any and all covenants, conditions, and


                                       81
<PAGE>

restrictions affecting the Property, and (d) all encroachments by any part of
the Improvements on any easement, property line, building line, or restricted
area.

      (bb) Storage of Materials. Borrower shall cause all materials intended to
be used in the construction of the Improvements, to be stored on the Marathon
Key Resort, with adequate safeguards, as required by TFC, to prevent loss,
theft, damage, or commingling with other materials or projects.

      (cc) Sales and Marketing Expenses. All sales and marketing of the
Intervals at each Resort will either be conducted by Borrower or an affiliate of
Borrower, or by a sales and marketing organization employed by Borrower and
acceptable to TFC in its sole discretion. Borrower shall provide TFC with a
true, correct and complete copy of all marketing contracts related to the
Resorts, which contracts and marketing efforts shall be in form and substance
satisfactory to TFC in its sole and absolute discretion.

      (dd) Management Agreement. Borrower will act as Manager of the Marathon
Key Resort. In the event that Borrower enters into a management agreement with
any third party applicable to the Marathon Key Resort for the period of time
prior to the conversion of the Marathon Key Resort to a timeshare resort, the
proposed Manager shall be reasonably acceptable to TFC, such management
agreement shall be in form and substance acceptable to TFC, and shall be
assigned to TFC in accordance with the terms hereof.

      7.2 Negative Covenants. So long as any portion of the Obligations remain
unsatisfied, Borrower hereby covenants and agrees with Agent and each Lender as
follows:

      (a) Limitation on Other Debt, Further Encumbrances. Borrower will not
obtain any financing or grant liens with respect to the Collateral or the
Marathon Key Resort, including, but not limited to timeshare receivable and/or
acquisition/construction financing for the Marathon Key Resort and will use its
best efforts to ensure that the Timeshare Owners' Associations do not obtain
financing or grant liens with respect to the Resorts. Provided that such
financing is in the ordinary course of Borrower's or any Timeshare Owners'
Associations business, it may, however, obtain arms length financing in a manner
consistent with each Lender's rights under this Agreement with respect to any
Units or Intervals, the Resorts or any Properties used in connection with the
Resorts, or any Notes Receivable or other accounts receivable (whether now
existing or created hereafter) other than those included among the Collateral.

      (b) Restrictions on Transfers. Except as hereinafter specifically
provided, Borrower shall not, and will use its best efforts to ensure that the
Timeshare Owners' Associations shall not, whether voluntarily or involuntarily,
by operation of law or otherwise, (i) without obtaining the prior written
consent of TFC (which consent may be given, withheld or conditioned by TFC in
TFC's sole discretion), transfer, sell, pledge, convey, hypothecate, factor or
assign all or any portion of the Collateral, the Encumbered Intervals, the
Common Elements relating to the Encumbered Intervals, all or any portion of the
Marathon Key Resort (except for the sale of Intervals at any Resort in the
ordinary course of business) or any Resort facilities or amenities, or contract
to do any of the foregoing, including, without limitation, pursuant to options
to purchase, and so-called "installment sales contracts", "land contracts", or
"contracts for deed", (ii) without obtaining the prior written consent of TFC
(which consent may be given, withheld or


                                       82
<PAGE>

conditioned by TFC in TFC's sole discretion), lease or license all or any
portion of the Collateral (except for leases in the ordinary course of
business), the Encumbered Intervals, the Common Elements relating to the
Encumbered Intervals or any Resort facilities or amenities, or change the legal
or actual possession or use thereof, (iii) permit the assignment, transfer,
delegation, change, modification or diminution of the duties or responsibilities
of Borrower, of any manager of the Resorts approved by TFC as manager of the
Resorts (except for an assignment of such duties to a professional management
company or companies reasonably acceptable to TFC in advance) without obtaining
the prior written consent of TFC (which consent shall not be unreasonably
withheld), or (iv) without obtaining the prior written consent of TFC (which
consent may be given, withheld or conditioned by TFC in TFC's sole discretion),
cause or permit the assignment, pledge or other encumbrance of any of the
Operating Contracts or all or any portion of either Borrower's right, title or
interest in the Declaration. Without limiting the generality of the preceding
sentence, and subject to the terms of this Agreement, the prior written consent
of TFC (as specified above) shall be required for (A) any transfer of the
Encumbered Intervals, the Common Elements relating to the Encumbered Intervals,
all or any portion of the Marathon Key Resort (except for the sale of Intervals
in the ordinary course of business) or any Resort facilities or amenities or any
part thereof made to a subsidiary or Affiliate of either Borrower, or otherwise,
(B) any transfer of all or any part of the Encumbered Intervals, the Common
Elements relating to the Encumbered Intervals, all or any portion of the
Marathon Key Resort (except for the sale of Intervals in the ordinary course of
business) or any Resort facilities or amenities by either Borrower to its
stockholders or Affiliates of either Borrower, or vice versa, and (C) any
corporate merger or consolidation, disposition or other reorganization, except
as permitted in Section 7.1(c). In the event that TFC is willing to consent to a
transfer which would otherwise be prohibited by this Section 7.2(b) TFC may
condition its consent on such terms as it desires, including, without
limitation, an increase in the Interest Rate and the requirement that Borrower
pay a transfer fee, together with any expenses incurred by TFC in connection
with the granting of such consent (including, without limitation, attorneys'
fees and expenses). If Borrower violates the terms of this Section 7.2(b), in
addition to any other rights or remedies which TFC may have herein, in any other
Loan Document, or at law or in equity, TFC may by written notice to Borrower
increase, effective immediately as of the date of such violation, the Interest
Rate to the Default Rate.

      (c) Use of a Lender's or Agent's Name. Neither Borrower will, nor will any
Affiliate of either Borrower, without the prior written consent of TFC, such
Lender or such TFC participant, use the name of Agent, any Lender or any TFC
participant or the name of any affiliate of TFC, any Lender or any TFC
participant in connection with any of their respective businesses or activities,
except in connection with internal business matters and as required in dealings
with governmental agencies.

      (d) Transactions with Affiliates. Without the prior written consent of
TFC, which shall not unreasonably be withheld, Borrower will not enter into any
transaction with any of either Borrower's Agents or any Affiliate of either
Borrower in connection with the Resorts, including, without limitation, relating
to the purchase, financing, loans, sale or exchange of any assets or properties
or the rendering of any service, except in the ordinary course of, and pursuant
to the reasonable requirements of, the operations of the Resorts and upon fair
and reasonable terms.


                                       83
<PAGE>

      (e) Restrictive Covenants. Borrower will not without TFC's prior written
consent seek, consent to, or otherwise acquiesce in, any change in any private
restrictive covenant, planning or zoning law or other public or private
restriction, which would limit or alter the use of the Resort.

      (f) Subordinated Obligations. Borrower will not, directly or indirectly,
without first obtaining the prior written consent of TFC (i) permit any payment
to be made in respect of any indebtedness, liabilities or obligations, direct or
contingent, (the "Subordinated Debt") to any of Borrower's agents, any of its
shareholders or its Affiliates which are subordinated by the terms thereof or by
separate instrument to the payment of principal of, and interest on, the Note;
(ii) permit the amendment, rescission or other modification of any such
subordination provisions of any of Borrower's subordinated obligations in such a
manner as to affect adversely the Lien in and to the Collateral or Lenders'
senior priority position and entitlement as to payment and rights with respect
to the Note and the Obligations, or (iii) permit the prepayment or redemption,
except for mandatory prepayments, of all or any part of Borrower's obligations
to its shareholders or of any subordinated obligations of Borrower except in
accordance with the terms of such subordination, provided, however, that nothing
in this Section 7.2(f) shall prohibit Borrower from making payments on
subordinated obligations in the ordinary course of business without the written
consent of TFC so long as no Default or Event of Default exists. In any event,
neither Borrower shall permit payment to be made on any Subordinated Debt if a
Default or Event of Default exists.

      (g) Timeshare Regime. Without TFC's prior written consent, Borrower shall
not, and shall use its best efforts to insure that each Timeshare Owners'
Association does not, amend, modify or terminate the Declarations or other
Timeshare Documents, or any other restrictive covenants, agreements or easements
regarding the Resorts (except for routine non-substantive modifications which
have no impact on the Collateral). Except as otherwise provided herein, Borrower
shall not assign its rights as "developer" under the Declarations without TFC's
prior written consent, or file or permit to be filed any additional covenants,
conditions, easements or restrictions against or affecting the Resorts (or any
portion thereof) without TFC's prior written consent, which consent shall not be
unreasonably withheld.

      (h) Name Change. Neither Borrower will change its name without prior
written consent from TFC.

      (i) Collateral. Borrower shall not take any action (nor permit or consent
to the taking of any action) which might impair the value of the Collateral or
any of the rights of Lenders in the Collateral, nor shall Borrower cause or
permit any amendment to or modification of the form or terms of any of the
Pledged Notes Receivable, Mortgages or, except as specifically provided herein
above, the other Timeshare Documents.

      (j) Marketing/Sales. Borrower shall not market, attempt to sell or sell or
permit or justify any sales or attempted sales of any Intervals except in
compliance with the Timeshare Act and applicable laws in state and other
jurisdictions where marketing, sales or solicitation activities occur.

      (k) Intentionally Omitted.


                                       84
<PAGE>

      (l) No New Construction. Borrower will not, without TFC's prior written
approval, construct any improvements (excluding resort amenities and a sales
office) at the Marathon Key Resort, except for the Improvements as provided
herein.

      (m) Modification of Other Documents. Borrower shall not amend or modify
the Custodial Agreement, Servicing Agreement or any Management Agreements.

      (n) No Conditional Sale Contracts, Etc. Without the express written
consent of TFC (which consent may be granted, conditioned or withheld in TFC's
sole discretion), no materials, equipment, or fixtures to be used in connection
with the construction or operation of the Marathon Key Resort and the
Improvements shall be purchased or installed pursuant to security agreements,
lease agreements, conditional sale contracts or any other arrangements or
understandings pursuant to which a security interest or title is retained by any
Person other than Lenders or the right is reserved or accrues to any Person
other than Lenders to remove or repossess any materials, equipment, or fixtures
intended to be used in the construction or operation of the Improvements.

      (o) Changes in Plans and Specifications, Approved Budget, or Approved
Construction Schedule. Without the prior written approval of TFC, there shall be
no change in the Plans, the Approved Budget, the Approved Construction Schedule,
the Architectural Contract, the Construction Contracts or any of the work or
materials for the Improvements which would (a) together with costs associated
with prior changes in the Plans, the Approved Budget, the Approved Construction
Schedule, or any of the work or materials for the Improvements, result in a
material increase in the total costs of such changes (for purposes of this
section, an increase of more than $100,000 shall constitute a "material
increase"); (b) regardless of cost, constitute a material change in structure,
design, function, or exterior appearance of any of the Improvements; (c) cause
the estimated time for Completion of the Improvements to extend beyond the
Improvements Completion Date or cause any of the other dates in the Approved
Construction Schedule to extend beyond ten (10) days; (d) reduce the value of
the Collateral; or (e) extend the final Improvements Completion Date by more
than thirty (30) days. Requested changes shall be submitted to TFC for approval
on a form acceptable to TFC accompanied by a copy of the plans and
specifications or a revised budget. TFC shall review and approve or disapprove
any such change request within ten (10) days of receipt of such written request
from Borrower. As a condition to any such approval, TFC may require confirmation
satisfactory to TFC of the cost increase, if any, which would result from
performance of the work contemplated under such change. If it appears that
performance of such work shall result in such an increase, TFC may condition its
approval on a Borrower's deposit in the amount of such increase or other
evidence satisfactory to TFC in its discretion that Borrower has the funds
necessary to provide for such cost increase.

      (p) Assignment of Management Agreements. Borrower shall not assign,
mortgage, hypothecate or grant a security interest in any of the Management
Agreements relating to the Marathon Key Resort or the other Resorts.

      (q) Reservation System. Borrower shall not grant a security interest in,
sell, pledge, assign or otherwise transfer any of its interest in the
reservation system relating to the Marathon Key Resort or any of the other
Resorts.


                                       85
<PAGE>

      (r) Use of the Marathon Key Resort. Borrower shall not convert the
Marathon Key Resort to a timeshare resort, condominium units or other form of
common interest ownership or in any other way alter the use of the Marathon Key
Resort as a hotel, or file any declaration without the prior written consent of
TFC; provided, however, that TFC agrees not to unreasonably withhold its consent
to a conversion of the Marathon Key Resort to a timeshare resort.

                         SECTION 8 -- EVENTS OF DEFAULT

      8.1 Nature of Events. An "Event of Default" shall exist if any of the
following shall occur:

      (a) Payments. If Borrower shall fail to make, as and when due, any payment
or mandatory prepayment of principal, interest, fees or other amounts with
respect to the Loan, provided, however, that for any payment other than a
payment under Section 2.8(a) and (b) and Section 2.9(b) hereof, such failure
shall not constitute an Event of Default until five (5) days after the date on
which such payment is due.

      (b) Covenant Defaults. If either Borrower shall fail to perform or observe
any covenant, agreement or warranty contained in this Agreement or in any of the
Loan Documents, (other than with respect to: (i) the failure to make timely
payments in respect of the Loan as provided in Section 8.1(a); (ii) the failure
to deliver payments made under the Pledged Notes Receivable to TFC as required
pursuant to Section 2.8(a) above; or (iii) violation of the financial covenants
in Section 7.1(y) or any negative covenants in Section 7.2) and, such failure
shall continue for thirty (30) days after notice of such failure is provided by
TFC, provided however, that if Borrower commences to cure such failure within
such 30 day period, but, because of the nature of such failure, cure cannot be
completed within 30 days notwithstanding diligent effort to do so, then,
provided Borrower diligently seeks to complete such cure, an Event of Default
shall not result unless such failure continues for a total of sixty (60) days
thereafter.

      (c) Warranties or Representations. If any representation or other
statement made by or on behalf of either Borrower in this Agreement, in any of
the Loan Documents or in any instrument furnished in compliance with or in
reference to the Loan Documents, is false, misleading or incorrect in any
material respect as of the date made or reaffirmed.

      (d) Enforceability of Liens. If any lien or security interest granted by
Borrower to Lenders in connection with the Loan is or becomes invalid or
unenforceable or is not, or ceases to be, a perfected first or second priority
lien or security interest, as applicable, in favor of Agent, for itself and as
agent for the Lenders, encumbering the asset which it is intended to encumber,
and Borrower fails to cause such lien or security interest to become a valid,
enforceable, first or second, as applicable, and prior lien or security interest
in a manner satisfactory to Agent within five (5) days after TFC delivers
written notice thereof to Borrower.

      (e) Involuntary Proceedings. If a case is commenced or a petition is filed
against either Borrower under any Debtor Relief Law; a receiver, liquidator or
trustee of either Borrower or of any material asset of either Borrower is
appointed by court order and such order remains in effect


                                       86
<PAGE>

for more than sixty (60) days; or if any material asset of either Borrower is
sequestered by court order and such order remains in effect for more than sixty
(60) days.

      (f) Proceedings. If either Borrower voluntarily seeks, consents to or
acquiesces in the benefit of any provision of any Debtor Relief Law, whether now
or hereafter in effect; consents to the filing of any petition against it under
such law; makes an assignment for the benefit of its creditors; admits in
writing its inability to pay its debts generally as they become due; or consents
or suffers to the appointment of a receiver, trustee, liquidator or conservator
for it, or any part of its, assets.

      (g) Attachment, Judgment, Tax Liens. The issuance, filing, levy or seizure
against the Collateral, the Resorts or either Borrower of one or more
attachments, injunctions, executions, tax liens or judgments for the payment of
money cumulatively in excess of $500,000, which is not discharged in full or
stayed within thirty (30) days after issuance or filing.

      (h) Failure to Deposit Proceeds. If Borrower shall fail to deliver
payments made under the Pledged Notes Receivable directly to TFC as required
pursuant to Section 2.8(a) above, or if Borrower shall take any other act which
TFC shall deem to be a conversion of the Collateral or fraudulent with respect
to any Lender.

      (i) Timeshare Documents. If the Declaration, any of the other documents
creating or governing the Resorts, its timeshare regime, or its Timeshare
Owners' Association, or the restrictive covenants with respect to the Resorts,
shall be terminated, amended or modified without TFC's prior written consent
(except for routine non-substantive modifications which have no impact on the
Collateral).

      (j) Removal of Collateral. If either Borrower conceals, removes,
transfers, conveys, assigns or permits to be concealed, removed, transferred,
conveyed or assigned, any of the Collateral in violation of the terms of the
Loan Documents or with the intent to hinder, delay or defraud its creditors or
any of them including, without limitation, any Lender.

      (k) Other Defaults. If a material default shall occur in any of the
covenants or Obligations set forth in any of the Loan Documents.

      (l) Material Adverse Change. Any material adverse change in the financial
condition of Borrower or in the condition of the Collateral or the Resorts.

      (m) Default by Borrower in Other Agreements. Any default by either
Borrower (i) in the payment or performance of other indebtedness for borrowed
money or obligations secured by any part of the Resorts; or (ii) in the payment
or performance of any other indebtedness or obligation in excess of $2,500,000
singly or in the aggregate.

      (n) Loss of License. The loss, revocation or failure to renew or file for
renewal of any registration, approval, license, permit or franchise now held or
hereafter acquired by either Borrower, or with respect to any Resort, or the
failure to pay any fee, which is necessary for the continued operation of any
Resort, or either Borrower's business in the same manner as it is being
conducted at the time of such loss, revocation, failure to renew or failure to
pay.


                                       87
<PAGE>

      (o) Violation of Negative Covenants. Borrower violates any negative
covenants set forth in Section 7.2.

      (p) Violation of Financial Covenants. Borrower violates any financial
covenants set forth in Section 7.1(y).

      (q) Use of Loan Proceeds. If the proceeds of any Advance are used in
contravention of Section 6.12(b).

      (r) Receivable Advances In Excess of Borrowing Base or Loan in Excess of
Maximum Loan Amount. If the outstanding aggregate principal balance of all
Revolving Loan Advances exceeds the Borrowing Base or the Maximum Available
Revolving Amount or if the outstanding aggregate principal balance of the
Revolving Loan Component and the Acquisition/Construction Loan Component Loan
Amount exceeds the Maximum Loan Amount.

      (s) Cessation of Construction. Once construction has begun, the cessation
of the construction of the Improvements for more than ten (10) days without the
written consent of TFC, unless such cessation is caused by acts of God, provided
that an Event of Default shall exist if such cessation continues for more than
thirty (30) days for any reason.

      (t) Improvements. Failure, after a ten (10) day cure period, of the
construction of the Improvements or any materials for which an Advance has been
requested substantially to comply with the Plans, the Approved Budget, the
Approved Construction Schedule, or any Governmental Requirements.

      (u) Completion. Completion of the Improvements or any element thereof has
not occurred within thirty (30) days of the Improvements Completion Date.

                             SECTION 9 -- REMEDIES

      9.1 Remedies Upon Default. Should an Event of Default occur, Agent, on
behalf of each Lender, may, and upon request of Lenders having at the time of
such request total Pro Rata Percentages of more than 75%, Agent shall, take any
one or more of the actions described in this Section 9, all without notice to
Borrower (except as required under applicable law).

      (a) Acceleration. Without demand or notice of any nature whatsoever,
declare the unpaid balance of the Loans, or any part thereof, immediately due
and payable, whereupon the same shall be due and payable.

      (b) Termination of Obligation to Advance. Terminate any obligation of
Lenders to lend under this Agreement in its entirety, or any portion of any such
commitment, to the extent Agent shall deem appropriate, all without notice to
Borrower (except as required under applicable law).

      (c) Judgment. Reduce each Lender's claim to judgment, foreclose or
otherwise enforce each Lender's security interest in all or any part of the
Collateral by any available judicial or other procedure under law.


                                       88
<PAGE>

      (d) Sale of Collateral and Foreclosure of Marathon Key Resort Mortgage.
After notification, if any, provided for in Section 9.2 below, Agent may sell or
otherwise dispose of, at the office of Agent, or elsewhere, as chosen by Agent,
all or any part of the Collateral, and any such sale or other disposition may be
as a unit or in parcels, by public or private proceedings, and by way of one or
more contracts (it being agreed that the sale of any part of the Collateral
shall not exhaust Agent's power of sale, but sales may be made from time to time
until all of the Collateral has been sold or until the Obligations have been
paid in full and fully performed), and at any such sale it shall not be
necessary to exhibit the Collateral. Borrower hereby acknowledges and agrees
that a private sale or sales of the Collateral, after notification as provided
for in Section 9.2, shall constitute a commercially reasonable disposition of
the Collateral sold at any such sale or sales, and otherwise, commercially
reasonable action on the part of Agent. Agent shall also have the right, in
accordance with the laws of the State of Florida, to foreclose the lien of the
Marathon Key Resort Mortgage.

      (e) Retention of Collateral. At its discretion, retain such portion of the
Collateral as shall aggregate in value to an amount equal to the aggregate
amount of the Loans, in satisfaction of the Obligations, whenever the
circumstances are such that Agent is entitled on behalf of Lenders and elects to
do so under applicable law.

      (f) Receiver. Apply by appropriate judicial proceedings for appointment of
a receiver for the Collateral, or any part thereof, and Borrower hereby consents
to any such appointment.

      (g) Purchase of Collateral. Buy the Collateral at any public or private
sale.

      (h) Completion of Improvements. Agent, at its discretion, may perform all
Work necessary to complete the Improvements substantially in accordance with the
Plans, Governmental requirements, and the requirements of any lessee, if
applicable, and to employ watchmen and other safeguards to protect the Marathon
Key Resort.

      (i) Exercise of Other Rights. Agent, on behalf of each Lender, shall have
all the rights and remedies of a secured party under the Code, the Other Loan
Documents and other legal and equitable rights to which it may be entitled,
including, without limitation, and without notice to Borrower, the right to
continue to collect all payments made on the Pledged Notes Receivable, and to
apply such payments to the Obligations, and to sue in its own name the maker of
any defaulted Pledged Notes Receivable. Agent may also exercise any and all
other rights or remedies afforded by any other applicable laws or by the Loan
Documents as Agent shall deem appropriate, at law, in equity or otherwise,
including, but not limited to, the right to bring suit or other proceeding,
either for specific performance of any covenant or condition contained in the
Loan Documents or in aid of the exercise of any right or remedy granted to Agent
in the Loan Documents. Agent shall also have the right to require Borrower to
assemble any of the Collateral not in Agent's possession, at Borrower's expense,
and make it available to Agent at a place to be determined by Agent which is
reasonably convenient to both parties, and shall, on behalf of each Lender, have
the right to take immediate possession of all of the Collateral, and may enter
the Resort or any of the premises of Borrower or wherever the Collateral shall
be located, with or without process of law wherever the Collateral may be, and,
to the extent such premises are not the property of Agent, to keep and store the
same on said premises until sold (and if said premises be the property of
Borrower, Borrower agrees not to charge Agent or any Lender for use and
occupancy, rent, or storage of the Collateral, for a period of at least ninety
(90) days after sale or disposition of the Collateral).


                                       89
<PAGE>

      9.2 Notice of Sale. Reasonable notification of time and place of any
public sale of the Collateral or reasonable notification of the time after which
any private sale or other intended disposition of the Collateral is to be made
shall be sent to Borrower and to any other person entitled under the Code to
notice; provided, however, that if the Collateral threatens to decline speedily
in value or is of a type customarily sold on a recognized market, Agent may sell
or otherwise dispose of the Collateral without notification, advertisement or
other notice of any kind. It is agreed that notice sent not less than five (5)
calendar days prior to the taking of the action to which such notice relates is
reasonable notification and notice for the purposes of this Section 9.2. Agent
shall have the right to bid at any public or private sale on behalf of Lenders.
Out of money arising from any such sale, Agent shall retain an amount equal to
all of its costs and charges, including attorneys' fees for advice, counsel or
other legal services or for pursuing, reclaiming, seeking to reclaim, taking,
keeping, removing, storing and advertising such Collateral for sale, selling
same and any and all other charges and expenses in connection therewith and in
satisfying any prior Liens thereon. Any balance shall be applied upon the
Obligations, and in the event of deficiency, Borrower shall remain liable to
Lenders. In the event of any surplus, such surplus shall be paid to Borrower or
to such other Persons as may be legally entitled to such surplus. If, by reason
of any suit or proceeding of any kind, nature or description against Borrower,
or by Borrower or any other party against Agent or any Lender, which in such
Agent's sole discretion makes it advisable for Agent to seek counsel for the
protection and preservation of Lenders' security interest, or to defend the
interest of Lenders, such expenses and counsel fees shall be allowed to Agent
and the same shall be made a further charge and Lien upon the Collateral.

      In view of the fact that federal and state securities laws may impose
certain restrictions on the methods by which a sale of Collateral comprised of
Securities may be effected after an Event of Default, Borrower agrees that upon
the occurrence or existence of an Event of Default, Agent may, on behalf of
Lenders, from time to time, attempt to sell all or any part of such Collateral
by means of a private placement restricting the bidding and prospective
purchasers to those who will represent and agree that they are purchasing for
investment only and not for, or with a view to, distribution. In so doing, Agent
may solicit offers to buy such Collateral, or any part of it for cash, from a
limited number of investors deemed by Agent, in its reasonable judgment, to be
responsible parties who might be interested in purchasing the Collateral, and if
Agent solicits such offers from not less than two (2) such investors, then the
acceptance by Agent of the highest offer obtained therefrom shall be deemed to
be a commercially reasonable method of disposition of such Collateral.

      9.3 Application of Collateral; Termination of Agreements. Upon the
occurrence of any Event of Default: (i) each Lender may, with or without
proceeding with such sale or foreclosure or demanding payment or performance of
the Obligations, without notice, terminate each Lender's further performance
under this Agreement or any other agreement or agreements between any Lender and
Borrower, without further liability or obligation by Agent or any Lender; (ii)
Agent may, on behalf of Lenders, at any time, appropriate and apply on any
Obligations any and all Collateral in its (or the Lockbox Agent's) possession
and (iii) each Lender may apply any and all balances, credits, deposits,
accounts, reserves, indebtedness or other moneys due or owing to Borrower held
by any Lender hereunder or under any other financing agreement or otherwise,
whether accrued or not, subject to Section 2.8 hereof. Neither such termination,
nor the termination of this Agreement by lapse of time, the giving of notice or
otherwise, shall absolve, release or otherwise affect the liability of Borrower
in respect of


                                       90
<PAGE>

transactions prior to such termination, or affect any of the Liens, security
interests, rights, powers and remedies of Agent or Lenders, but they shall, in
all events, continue until all of the Obligations are satisfied.

      9.4 Rights of Lender Regarding Collateral. In addition to all other rights
possessed by Agent or Lenders, Agent, at its option, may on behalf of each
Lender from time to time after there shall have occurred an Event of Default,
and so long as such Event of Default remains uncured, at its sole discretion,
take the following actions:

      (a) Transfer all or any part of the Collateral into the name of Agent or
its nominee;

      (b) Take control of any proceeds of any of the Collateral;

      (c) Extend or renew the Loan and grant releases, compromises or
indulgences with respect to the Obligations, any portion thereof, any extension
or renewal thereof, or any security therefor, to any obligor hereunder or
thereunder; and

      (d) Exchange certificates or instruments representing or evidencing the
Collateral for certificates or instruments of smaller or larger denominations
for any purpose consistent with the terms of this Agreement.

      9.5 Delegation of Duties and Rights. Agent may execute any of its duties
and/or exercise any of its rights or remedies under the Loan Documents by or
through its officers, directors, employees, attorneys, agents or other
representatives.

      9.6 Agent and/or Lenders not in Control. Except as expressly provided
herein or in any Loan Document, none of the covenants or other provisions
contained in this Agreement or in any Loan Document shall give Agent or any
Lender the right or power to exercise control over the affairs and/or management
of Borrower.

      9.7 Waivers. The acceptance by Agent or any Lender at any time and from
time to time of partial payments of the Loan or performance of the Obligations
shall not be deemed to be a waiver of any Event of Default then existing. No
waiver by Agent or any Lender of any Event of Default shall be deemed to be a
waiver of any other or subsequent Event of Default. No delay or omission by
Agent or any Lender in exercising any right or remedy under the Loan Documents
shall impair such right or remedy or be construed as a waiver thereof or an
acquiescence therein, nor shall any single or partial exercise of any such right
or remedy preclude other or further exercise thereof, or the exercise of any
other right or remedy under the Loan Documents or otherwise. The continued or
subsequent funding of any Advance under this Loan Agreement after a Default or
Event of Default has occurred shall not be deemed to be a waiver of any Event of
Default then existing and shall not in any way limit or impair Agent's rights or
remedies under the Loan Documents. Further, except as otherwise expressly
provided in this Agreement or by applicable law, Borrower and each and every
surety, endorser, guarantor and other party liable for the payment or
performance of all or any portion of the Obligations, severally waive notice of
the occurrence of any Event of Default, presentment and demand for payment,
protest, and notice of protest, notice of intention to accelerate, acceleration
and nonpayment, and agree that their liability shall not be affected by any
renewal or extension in the time of payment of the


                                       91
<PAGE>

Loan, or by any release or change in any security for the payment or performance
of the Loan, regardless of the number of such renewals, extensions, releases or
changes.

      9.8 Cumulative Rights. All rights and remedies available to any Lender or
Agent on behalf of Lenders under the Loan Documents shall be cumulative of and
in addition to all other rights and remedies granted under any of the Loan
Documents, at law or in equity, whether or not the Loan is due and payable and
whether or not Agent shall have instituted any suit for collection or other
action in connection with the Loan Documents.

      9.9 Expenditures by Lenders or Agent. Any sums expended by or on behalf of
Agent or Lenders pursuant to the exercise of any right or remedy provided herein
shall become part of the Obligations and shall bear interest at the Default
Rate, from the date of such expenditure until the date repaid.

      9.10 Diminution in Value of Collateral. Neither Agent nor any Lender shall
have any liability or responsibility whatsoever for any diminution or loss in
value of any of the Collateral, specifically including that which may arise from
Agent or any Lender's negligence or inadvertence, whether such negligence or
inadvertence is the sole or concurring cause of any damage, but specifically
excluding any diminution or loss in value which is actually and proximately
caused by Agent's failure to retain the Pledged Notes Receivable in a
fire-resistant filing cabinet as provided in Section 3.6 above.

      9.11 Agent's Knowledge. Agent shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default unless Agent has actual
knowledge of the Event of Default or has received a notice from a Lender or
Borrower referring to this Agreement and describing such Event of Default. Each
Lender agrees that upon learning of the existence of an Event of Default, it
will promptly notify Agent thereof in writing. Any such notice by a Lender,
shall be in writing sufficient to identify the nature of the Event of Default.

      9.12 Lender's Enforcement Rights. Each Lender has assigned to Agent its
absolute and unconditional right to enforce the payment of its Note. No Lender
may unilaterally enforce any Lien or security interest in the Collateral, or
bring suit against Borrower to enforce such Lender's rights hereunder or under
its Note.

                    SECTION 10 -- CERTAIN RIGHTS OF LENDERS

      10.1 Protection of Collateral. Agent on behalf of each Lender may at any
time and from time to time take such actions as it deems necessary or
appropriate to protect Lender's Liens and security interests in and to preserve
the Collateral, and to establish, maintain and protect the enforceability of
Lender's rights with respect thereto, all at the expense of Borrower. Borrower
agrees to cooperate fully with all of Agent's efforts to preserve the Collateral
and Lender's Liens, security interests and rights and will take such actions to
preserve the Collateral and Lender's Liens, security interests and rights as
Agent may direct, including, without limitation, by promptly paying upon
Lender's demand therefor, all documentary stamp taxes or other taxes that may be
or may become due in respect of any of the Collateral. All of Agent's expenses
of preserving the Collateral and each Lender's liens and security interests and
rights therein shall be added to the Loan.


                                       92
<PAGE>

      10.2 Performance by Agent. If Borrower fails to perform any agreement
contained herein, Agent may itself perform, or cause the performance of, such
agreement on behalf of Lenders, and the expenses of Agent incurred in connection
therewith shall be payable by Borrower under Section 10.5 below. In no event,
however, shall Agent or any Lender have any obligation or duties whatsoever to
perform any covenant or agreement of Borrower contained herein or in any of the
Loan Documents, Timeshare Documents or Operating Contracts, and any such
performance by Agent shall be wholly discretionary with Agent. The performance
by Agent, of any agreement or covenant of Borrower on any occasion shall not
give rise to any duty on the part of Agent to perform any such agreements or
covenants on any other occasion or at any time. In addition, Borrower
acknowledges that neither Agent nor any Lender shall at any time or under any
circumstances whatsoever have any duty to Borrower or to any third party to
exercise any of Lender's rights or remedies hereunder.

      10.3 No Liability of Lender. Neither the acceptance of this Agreement by
Agent and each Lender, nor the exercise of any rights hereunder by Lender or
Agent on its behalf, shall be construed in any way as an assumption by Agent or
any Lender of any obligations, responsibilities or duties of Borrower arising in
connection with any Resort or under the Timeshare Documents or Timeshare Acts,
Architects Contracts, Construction Contracts, or any of the Operating Contracts,
or in connection with any other business of Borrower, or the Collateral, or
otherwise bind Agent or any Lender to the performance of any obligations with
respect to any Resort or the Collateral; it being expressly understood that
neither Agent nor Lender shall be obligated to perform, observe or discharge any
obligation, responsibility, duty, or liability of Borrower with respect to any
Resort or any of the Collateral, or under any of the Timeshare Documents, the
Timeshare Acts, Architects Contracts, Construction Contracts, or under any of
the Operating Contracts, including, but not limited to, appearing in or
defending any action, expending any money or incurring any expense in connection
therewith. Without limitation of the foregoing, neither this Agreement, any
action or actions on the part of Agent taken hereunder, the foreclosure of the
Marathon Key Resort, nor the acquisition of the Pledged Notes Receivable and the
Mortgages by Agent prior to or following the occurrence of an Event of Default
shall constitute an assumption by Agent or any Lender of any obligations of
Borrower with respect to any Resort, the Improvements or the Pledged Notes
Receivable, the Mortgages or any documents or instruments executed in connection
therewith, and Borrower shall continue to be liable for all of its obligations
thereunder or with respect thereto. Borrower agrees to indemnify, protect,
defend and hold Agent and each Lender harmless from and against any and all
claims, demands, causes of action, losses, damages, liabilities, suits, costs
and expenses, including, without limitation, attorneys' fees and court costs,
asserted against or incurred by Agent and each Lender by reason of, arising out
of, or connected in any way with (i) any failure or alleged failure of Borrower
to perform any of its covenants or obligations with respect to each Resort or
the Purchasers of any of the Intervals, (ii) a breach of any certification,
representation, warranty or covenant of Borrower set forth in any of the Loan
Documents, (iii) the ownership of the Pledged Notes Receivable, the Mortgages
and the rights, titles and interests assigned hereby, or intended so to be, (iv)
the debtor-creditor relationships between Borrower on the one hand, and the
Purchasers, Agent or Lender, as the case may be, on the other, or (v) the
Pledged Notes Receivable, the Mortgages or the operation of the Resorts or sale
of Intervals. The obligations of Borrower to indemnify, protect, defend and hold
Agent and each Lender harmless as provided in this Agreement are absolute,
unconditional, present and continuing, and shall not be dependent upon or
affected by the genuineness, validity, regularity or enforceability of any
claim, demand


                                       93
<PAGE>

or suit from which Agent or any Lender is indemnified. The indemnity provisions
in this Section 10.3 shall survive the satisfaction of the Obligations and
termination of this Agreement, and remain binding and enforceable against
Borrower, or its successors or assigns. Borrower hereby waives all notices with
respect to any losses, damages, liabilities, suits, costs and expenses, and all
other demands whatsoever hereby indemnified, and agrees that its obligations
under this Agreement shall not be affected by any circumstances, whether or not
referred to above, which might otherwise constitute legal or equitable
discharges of its obligations hereunder.

      10.4 Right to Defend Action Affecting Security. Agent may, at Borrower's
expense, appear in and defend any action or proceeding at law or in equity which
Agent in good faith believes may affect the security interests granted under
this Agreement, including without limitation, with respect to Pledged Notes
Receivable or Mortgages, the value of the Collateral or each Lender's rights
under any of the Loan Documents.

      10.5 Expenses. All expenses payable by Borrower, under any provision of
this Agreement shall be an Obligation of Borrower and shall be paid by Borrower
to Agent, upon demand, and shall bear interest at the Default Rate from the date
of expense until repaid by Borrower.

      10.6 Lender's Right of Set-Off. Subject to Section 2.13 hereof, each
Lender shall have the right to set-off against any Collateral any Obligations
then due and unpaid by Borrower, provided Borrower is in Default.

      10.7 No Waiver. No failure or delay on the part of Agent in exercising any
right, remedy or power under this Agreement or in giving or insisting upon
strict performance by Borrower hereunder or in giving notice hereunder shall
operate as a waiver of the same or any other power or right, and no single or
partial exercise of any such power or right shall preclude any other or further
exercise thereof or the exercise of any other such power or right. Agent,
notwithstanding any such failure, shall have the right thereafter to insist upon
the strict performance by Borrower of any and all of the terms and provisions of
this Agreement to be performed by Borrower. The collection and application of
proceeds, the entering and taking possession of the Collateral, and the exercise
by Agent of the rights of Lenders contained in the Loan Documents and this
Agreement shall not cure or waive any default, or affect any notice of default,
or invalidate any acts done pursuant to such notice. No waiver by Agent or any
Lender of any breach or default of or by any party hereunder shall be deemed to
alter or affect Lender's rights hereunder with respect to any prior or
subsequent default.

      10.8 Right of Agent to Extend Time of Payment, Substitute, Release
Security, Etc. Without affecting the liability of any Person or entity including
without limitation, any Purchasers, for the payment of any of the Obligations or
without affecting or impairing Lender's Lien on the Collateral, or the remainder
thereof, as security for the full amount of the Loan unpaid and the Obligations,
Agent may from time to time, without notice: (a) release any Person liable for
the payment of the Loan, (b) extend the time or otherwise alter the terms of
payment of the Loan, (c) accept additional security for the Obligations of any
kind, including deeds of trust or mortgages and security agreements, (d) alter,
substitute or release any property securing the Obligations, (e) realize upon
any collateral for the payment of all or any portion of the Loan in


                                       94
<PAGE>

such order and manner as it may deem fit, or (f) join in any subordination or
other agreement affecting this Agreement or the lien or charge thereof.

      10.9 Assignment of Lender's Interest. Each Lender shall have the right to
assign its Loans and all or any portion of its rights in or pursuant to this
Agreement or any of the Loan Documents to any subsequent holder or holders of
its Note or the Obligations evidenced thereby, provided that each Lender shall
give Agent concurrent written notice of each such assignment.

      10.10 Communication with Purchaser. Borrower authorizes Agent (but Agent
shall not be obligated) to: (i) upon an Event of Default, communicate at any
time and from time to time with any Purchaser or any other Person primarily or
secondarily liable under a Pledged Note Receivable with regard to the Lien of
Agent thereon and any other matter relating thereto; and (ii) if no Event of
Default has occurred, with the consent of Borrower, which consent shall not be
unreasonably withheld, communicate from time to time with randomly selected
Purchasers for the purpose of auditing and verifying the records of Borrower
and/or Lender.

      10.11 Collection of the Notes. Borrower hereby directs and authorizes each
party liable for the payment of the Pledged Notes Receivable, and at Agent's
request shall direct in writing each such party, to pay each installment thereon
to Lockbox Agent pursuant to the Lockbox Agreement, unless and until directed
otherwise by written notice from Agent, after which such parties are and shall
be directed to make all further payments on the Pledged Notes Receivable in
accordance with the directions of Agent.

Following the occurrence of an Event of Default, Agent shall have the right to
require that all payments becoming due under the Pledged Notes Receivable be
paid directly to Agent as agent for Lenders, and Agent is hereby authorized to
receive, collect, hold and apply the same in accordance with the provisions of
this Agreement. In the event that following the occurrence of an Event of
Default, Agent or Lockbox Agent does not receive any installment of principal or
interest due and payable under any of the Pledged Notes Receivable on or prior
to the date upon which such installment becomes due, Agent may, at its election
(but without any obligation to do so), give or cause Lockbox Agent to give
notice of such default to the defaulting party or parties, and Agent shall have
the right (but not the obligation), subject to the terms of such notes, to
accelerate payment of the unpaid balance of any of the Pledged Notes Receivable
in default and to foreclose each of the Mortgages securing the payment thereof,
if applicable, and to enforce any other remedies available to the holder of such
Pledged Notes Receivable with respect to such default. Borrower hereby further
authorizes, directs and empowers Agent (and Lockbox Agent or any other Person as
may be designated by Agent in writing) to collect and receive all checks and
drafts evidencing such payments and to endorse such checks or drafts in the name
of Borrower and upon such endorsements, to collect and receive the money
therefor. The right to endorse checks and drafts granted pursuant to the
preceding sentence is irrevocable by Borrower, and the banks or banks paying
such checks or drafts upon such endorsements, as well as the signers of the
same, shall be as fully protected as though the checks or drafts have been
endorsed by Borrower.

      10.12 Power of Attorney. Borrower does hereby irrevocably constitute and
appoint Agent as Borrower's true and lawful agent and attorney-in-fact, with
full power of substitution, for Borrower and in Borrower's name, place and
stead, or otherwise, to (a) endorse any checks or drafts payable to Borrower in
the name of Borrower and in favor of Agent on behalf of each


                                       95
<PAGE>

Lender as provided in Section 10.11 above, (b) to demand and receive from time
to time any and all property, rights, titles, interests and liens hereby sold,
assigned and transferred, or intended so to be, and to give receipts for same,
(c) from time to time to institute and prosecute in Agent's own name any and all
proceedings at law, in equity, or otherwise, that Agent may deem proper in order
to collect, assert or enforce any claim, right or title, of any kind, in and to
the property, rights, titles, interests and liens hereby sold, assigned or
transferred, or intended so to be, and to defend and compromise any and all
actions, suits or proceedings in respect of any of the said property, rights,
titles, interests and liens, (d) upon an Event of Default to change Borrower's
post office mailing address, and (e) generally to do all and any such acts and
things in relation to the Collateral as Agent shall in good faith deem
advisable. Borrower hereby declares that the appointment made and the powers
granted pursuant to this Section 10.12 are coupled with an interest and are and
shall be irrevocable by Borrower in any manner, or for any reason, unless and
until a release of the same is executed by Agent and duly recorded in the
appropriate public records of Palm Beach County, Florida.

      10.13 Relief from Automatic Stay, Etc. To the fullest extent permitted by
law, in the event Borrower shall make application for or seek relief or
protection under the federal bankruptcy code ("Bankruptcy Code") or other Debtor
Relief Laws, or in the event that any involuntary petition is filed against
Borrower under such Code or other Debtor Relief Laws, and not dismissed with
prejudice within 45 days, the automatic stay provisions of Section 362 of the
Bankruptcy Code are hereby modified as to Agent and each Lender to the extent
necessary to implement the provisions hereof permitting set-off and the filing
of financing statements or other instruments or documents; and Agent and each
Lender shall automatically and without demand or notice (each of which is hereby
waived) be entitled to immediate relief from any automatic stay imposed by
Section 362 of the Bankruptcy Code or otherwise, on or against the exercise of
the rights and remedies otherwise available to Lenders as provided in the Loan
Documents.

      10.14 Servicing Agent. Borrower acknowledges and agrees that upon written
notice from Agent, to be given at any time following a default by the Servicer
that remains uncured after the applicable cure period under the Servicing
Agreement or following a Default or an Event of Default hereunder, in Agent's
sole and absolute discretion, the Servicing Agent may be replaced by a servicing
entity selected by Agent in its sole and absolute discretion, for the purpose of
servicing all Notes Receivable comprising the Collateral.

                        SECTION 11 -- TERM OF AGREEMENT

      This Agreement shall continue in full force and effect and the security
interests granted hereby and the duties, covenants and liabilities of Borrower
hereunder and all the terms, conditions and provisions hereof relating thereto
shall continue to be fully operative until all of the Obligations have been
satisfied in full. Borrower expressly agrees that if Borrower makes a payment to
Agent on behalf of any Lender, which payment or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, or otherwise required to
be repaid to a trustee, receiver or any other party under any Debtor Relief
Laws, state or federal law, common law or equitable cause, then to the extent of
such repayment, the Obligations or any part thereof intended to be satisfied and
the Liens provided for hereunder securing the same shall be revived and
continued in full force and effect as if said payment had not been made.


                                       96
<PAGE>

                           SECTION 12 -- MISCELLANEOUS

      12.1 Notices. All notices, requests and other communications to either
party hereunder shall be in writing and shall be given to such party at its
address set forth below or at such other address as such party may hereafter
specify for the purpose of notice to TFC, any Lender or Borrower. Each such
notice, request or other communication shall be effective (a) if given by mail,
three (3) days after such notice is deposited in the United States Mail with
first class postage prepaid, addressed as aforesaid, provided that such mailing
is by registered or certified mail, return receipt requested, (b) if given by
overnight delivery, when deposited with a nationally recognized overnight
delivery service such as Federal Express or Airborne with all fees and charges
prepaid, addressed as provided below, or (c) if given by any other means, when
delivered at the address specified in this Section 12.1.

         If to Borrower:   Bluegreen Vacations Unlimited, Inc.
                           4960 Conference Way North,
                           Suite 100
                           Boca Raton, FL 33431

                           Attn: John F. Chiste

         With a Copy to:   Akerman Senterfitt
                           One Southeast Third Avenue
                           28th Floor
                           Miami, FL33131

                           Attn: Janice Russell, Esq.

         If to TFC:        Textron Financial Corporation
                           40 Westminster Street
                           Providence, Rhode Island 02903
                           Attention: Accounting Department/Collections

         With a copy to:   Textron Financial Corporation
                           40 Westminster Street
                           Providence, Rhode Island 02903
                           Attention: Legal Department, Division Counsel (RRD)

                           Textron Financial Corporation
                           333 East River Drive, Suite 104
                           East Hartford, Connecticut 06108
                           Attn: Division President

      Notwithstanding the foregoing, copies of the requests or notices from
Borrower to TFC which are specified in the Sections of this Agreement listed
below shall not be delivered to Providence, Rhode Island as provided above, but
rather shall be delivered in accordance with this Section 12.1 to Textron
Financial Corporation, 333 East River Drive, Suite 104, East Hartford,
Connecticut 06108, Attention: Nicholas L. Mecca, Division President. The
applicable Sections of


                                       97
<PAGE>

this Agreement are Section 2.9(a) Voluntary Prepayments, Section 5.1 Request for
Advances, and Section 12.10 Return of Notes Receivable. In addition, all
documents, instruments and other items to be delivered to Lenders from time to
time pursuant to this Agreement shall be delivered to Agent's office at 333 East
River Drive, Suite 104, East Hartford, Connecticut 06108.

      12.2 Survival. All representations, warranties, covenants and agreements
made by Borrower herein, in the other Loan Documents or in any other agreement,
document, instrument or certificate delivered by or on behalf of Borrower under
or pursuant to the Loan Documents shall be considered to have been relied upon
by Lenders and shall survive the delivery to Lenders of such Loan Documents (and
each part thereof), regardless of any investigation made by or on behalf of
Lenders.

      12.3 Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS
MAY BE EXPRESSLY PROVIDED THEREIN TO THE CONTRARY) SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF RHODE ISLAND, EXCLUSIVE OF
ITS CHOICE OF LAWS PRINCIPLES.

      12.4 Limitation on Interest. Agent, each Lender and Borrower intend to
comply at all times with applicable usury laws. All agreements between Agent,
each Lender and Borrower, whether now existing or hereafter arising and whether
written or oral, are hereby limited so that in no contingency, whether by reason
of demand or acceleration of the maturity of the Note or otherwise, shall the
interest contracted for, charged, received, paid or agreed to be paid to any
Lender exceed the highest lawful rate permissible under applicable usury laws.
If, from any circumstance whatsoever, fulfillment of any provision hereof, of
the Note or of any other Loan Documents shall involve transcending the limit of
such validity prescribed by any law which a Court of competent jurisdiction may
deem applicable hereto, then ipso facto, the obligation to be fulfilled shall be
reduced to the limit of such validity; and if from any circumstance Agent or any
Lender shall ever receive anything of value deemed interest by applicable law
which would exceed the highest lawful rate, such amount which would be excessive
interest shall be applied to the reduction of the principal of Loan and not to
the payment of interest, or if such excessive interest exceeds the unpaid
balance of principal of the Loan, such excess shall be refunded to Borrower. All
interest paid or agreed to be paid to Lenders shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
period until payment in full of the principal so that the interest on the Loan
for such full period shall not exceed the highest lawful rate. Borrower agrees
that in determining whether or not any interest payment under the Loan Documents
exceeds the highest lawful rate, any non-principal payment (except payments
specifically described in the Loan Documents as "interest") including without
limitation, prepayment fees and late charges, shall to the maximum extent not
prohibited by law, be an expense, fee, premium or penalty rather than interest.
Agent and each Lender hereby expressly disclaim any intent to contract for,
charge or receive interest in an amount which exceeds the highest lawful rate.
The provisions of the Note, this Agreement, and all other Loan Documents are
hereby modified to the extent necessary to conform with the limitations and
provisions of this Section, and this Section shall govern over all other
provisions in any document or agreement now or hereafter existing. This Section
shall never be superseded or waived unless there is a written document executed
by Agent, each Lender and Borrower,


                                       98
<PAGE>

expressly declaring the usury limitation of this Agreement to be null and void,
and no other method or language shall be effective to supersede or waive this
paragraph.

      12.5 Invalid Provisions. If any provision of this Agreement or any of the
other Loan Documents is held to be illegal, invalid or unenforceable under
present or future laws effective during the term thereof, such provision shall
be fully severable, this Agreement and the other Loan Documents shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof or thereof, and the remaining provisions
hereof or thereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
therefrom. Furthermore, in lieu of such illegal, invalid or unenforceable
provision there shall be added automatically as a part of this Agreement and/or
the Loan Documents (as the case may be) a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and be legal,
valid and enforceable.

      12.6 Successors and Assigns. This Agreement and the other Loan Documents
shall be binding upon and inure to the benefit of Borrower, TFC, and each Lender
and their respective successors and assigns; provided that Borrower may not
transfer or assign any of its rights or obligations under this Agreement, the
Commitment or the other Loan Documents without the prior written consent of TFC.
This Agreement and the transactions provided for or contemplated hereunder or
under any of the Loan Documents are intended solely for the benefit of the
parties hereto. No third party shall have any rights or derive any benefits
under or with respect to this Agreement, the Commitment or the other Loan
Documents except as provided in advance in a writing signed on behalf of TFC and
each Lender.

      12.7 Amendment. This Agreement may not be amended or modified, and no term
or provision hereof may be waived, except by written instrument signed by
Borrower, TFC and Agent on behalf of itself and Lenders.

      12.8 Counterparts; Effectiveness. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signature thereto and hereto were on the same instrument. This
Agreement shall become effective upon Agent's receipt of one or more
counterparts hereof signed by Borrower.

      12.9 Lenders and Agent Not Fiduciaries. The relationship between Borrower,
Agent and each Lender is solely that of debtor and creditor, and TFC, Agent and
Lenders have no fiduciary or other special relationship with Borrower, and no
term or provision of any of the Loan Documents shall be construed so as to deem
the relationship between Borrower, Agent and Lenders to be other than that of
debtor and creditor.

      12.10 Return of Notes Receivable.

      (a) In the event Borrower complies with its Obligations under Section
2.9(b) of this Agreement with respect to Pledged Notes Receivable pursuant to
which a default by the Purchaser thereof has occurred, and Borrower thereafter
desires to enforce such Note Receivable against the Purchaser thereof, then
provided that no Event of Default has occurred which has not been cured to TFC's
satisfaction (as evidenced by a written acceptance of such cure executed by
TFC), and no event has occurred which with notice, the passage of time or both,
would constitute


                                       99
<PAGE>

an Event of Default, then within five (5) days after its receipt of a written
request from Borrower, Custodian shall deliver such Ineligible Note Receivable
to Borrower, provided that such delivery shall be for the sole purpose of
enforcing Agent's rights thereunder and Agent, notwithstanding such delivery,
shall continue to have, on behalf of Lenders, a first priority security interest
in any such note until payment in full is made and such note is released to
Borrower.

      (b) In the event that all Obligations hereunder are fully satisfied, then
within five (5) days thereafter, Agent shall endorse the Pledged Notes
Receivable "Pay to the order of ______________________ without recourse", and
shall cause the Custodian to deliver such Pledged Notes Receivable, together
with any other nonrecourse Collateral reassignment documents requested and
prepared by Borrower, at Borrower's sole cost and expense.

      12.11 Accounting Principles. Where the character or amount of any asset or
liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the
purposes of this Agreement, the same shall be determined or made in accordance
with GAAP consistently applied at the time in effect, to the extent applicable,
except where such principles are inconsistent with the requirements of this
Agreement.

      12.12 Total Agreement. This Agreement and the other Loan Documents,
including the Exhibits and Schedules to them, is the entire agreement between
the parties relating to the subject matter hereof, incorporates or rescinds all
prior agreements and understandings between the parties hereto relating to the
subject matter hereof, cannot be changed or terminated orally or by course of
conduct, and shall be deemed effective as of the date it is accepted by Agent at
the offices set forth above.

      12.13 Litigation. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, BORROWER, TFC AND EACH LENDER HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND OR CLARIFY ANY RIGHT,
POWER, REMEDY OR DEFENSE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, WHETHER
SOUNDING IN TORT OR CONTRACT OR OTHERWISE, OR WITH RESPECT TO ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY; AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A JUDGE AND NOT BEFORE A JURY. EACH OF BORROWER, TFC AND EACH LENDER
FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LITIGATION IN WHICH A
JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL
CANNOT OR HAS NOT BEEN WAIVED. FURTHER, BORROWER HEREBY CERTIFIES THAT NO
REPRESENTATIVE OR AGENT OF TFC OR ANY LENDER, NOR TFC'S OR ANY LENDER'S COUNSEL
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT TFC OR ANY LENDER WOULD NOT, IN
THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION. BORROWER


                                      100
<PAGE>

ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT TO
TFC'S AND EACH LENDER'S ACCEPTANCE OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

      The waiver and stipulations of Borrower, Agent, and each Lender in this
Section 12.13 shall survive the final payment or performance of all of the
Obligations of Borrower and the resulting termination of this Agreement.

      12.14 Incorporation of Exhibits. This Agreement, together with all
Exhibits and Schedules hereto, constitute one document and agreement which is
referred to herein by the use of the defined term "Agreement." Such Exhibits and
Schedules are incorporated herein as to fully set out in this Agreement. The
definitions contained in any part of this Agreement shall apply to all parts of
this Agreement.

      12.15 Consent to Advertising and Publicity of Timeshare Documents.
Borrower hereby consents that TFC and each Lender may, subject to the prior
review and consent of Borrower which consent Borrower agrees not to unreasonably
withhold or delay, issue and disseminate to the public information describing
the credit accommodation entered into pursuant to this Agreement, including the
names and addresses of Borrower and any subsidiaries and Affiliates, the amount
and a general description of Borrower's business.

      12.16 Directly or Indirectly. Where any provision in the Agreement refers
to action to be taken by any Person, or which such Person is prohibited from
taking, such provisions shall be applicable whether such action is taken
directly or indirectly by such Person.

      12.17 Headings. Section headings have been inserted in the Agreement as a
matter of convenience of reference only; such section headings are not a part of
the Agreement and shall not be used in the interpretation of this Agreement.

      12.18 Gender and Number. Words of any gender in this Agreement shall
include each other gender and the singular shall mean the plural and vice versa
where appropriate.

      12.19 Release of Mortgage. Upon payment of the Acquisition/Construction
Loan Component and satisfaction of all other Obligations with respect thereto,
the Marathon Key Resort Mortgage shall be released.

                              SECTION 13 -- AGENT

      13.1 Authorization and Action. Each Lender hereby accepts the appointment
of and irrevocably authorizes Agent to take such action as agent on its behalf
and to exercise such powers as are expressly delegated to Agent by the terms
hereof, together with such powers as are reasonably incidental thereto. Agent
shall not be required to take any action which exposes Agent to personal
liability or which is contrary to this Agreement or applicable law. Agent agrees
to give to each Lender prompt notice of each notice given to it by Borrower
pursuant to the terms of this Agreement. The appointment and authority of Agent
hereunder shall terminate upon the payment of the Obligations in full.


                                      101
<PAGE>

      13.2 Nature of Agent's Duties. Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement or in the
other Loan Documents. The duties of Agent shall be mechanical and administrative
in nature. Agent shall not have by reason of this Agreement a fiduciary
relationship in respect of any Lender. Nothing in this Agreement or any of the
Loan Documents, express or implied, is intended to or shall be construed to
impose upon Agent any obligations in respect of this Agreement or any of the
Loan Documents except as expressly set forth herein or therein. Agent shall not
have any duty or responsibility, either initially or on a continuing basis, to
provide any Lender with any credit or other information with respect to
Borrower, whether coming into its possession before the date hereof or at any
time or times thereafter (except as expressly set forth in this Agreement). If
Agent seeks the consent or approval of Lenders, to the taking or refraining from
taking any action hereunder, Agent shall send notice thereof to each Lender.

      13.3 UCC Filings. Each of Borrower, Agent and Lender expressly recognizes
and agrees that Agent shall be listed as the assignee or secured party of record
on the various UCC filings required to be made hereunder in order to perfect the
grant of a security interest in the Collateral herein for the benefit of
Lenders, that such listing shall be for administrative convenience only in
creating a single secured party to take certain actions hereunder on behalf of
the holders of the Obligations, and that such listing will not affect in any way
the status of such holders as the beneficial holders of such security interest.
In addition, such listing shall impose no duties on Agent other than those
expressly and specifically undertaken in accordance with this Section 13.

      13.4 Agent's Reliance, Etc. Neither Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them as Agent under or in connection with this Agreement
(including Agent's servicing, administering or collecting Receivables) except
for its or their own gross negligence or willful misconduct. Without limiting
the foregoing, Agent: (i) may consult with legal counsel (including counsel for
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (ii)
makes no warranty or representation to Lender and shall not be responsible to
any Lender for any statements, warranties or representations made in or in
connection with this Agreement; (iii) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement on the part of Borrower or to inspect the property
(including the books and records) of Borrower (except as otherwise expressly set
forth in this Agreement); (iv) shall not be responsible to any Lender for the
due execution, legality, validity, enforceability, genuineness, sufficiency, or
value of this Agreement, or any other instrument or document furnished pursuant
hereto, or any certificate, report, statement or other document referred to or
provided for in, or received by Agent under or in connection with, the Loan
Documents, or for any failure of Borrower or any of its Affiliates to perform
its obligation under the Loan Documents; and (v) shall incur no liability under
or in respect of this Agreement by acting upon any notice (including notice by
telephone), consent, certificate or other instrument or writing (which may be by
telex or telecopier) believed by it to be genuine and to be or to have been
signed or sent by the proper party or parties. Agent may, but shall not be
required to, at any time request instructions from Lenders with respect to any
actions or approvals which by the terms of this Agreement or of any of the other
Loan Documents Agent is permitted or required to take or to grant, and Agent
shall be absolutely


                                      102
<PAGE>

entitled to refrain from taking any action or to withhold any approval and shall
not be under any liability whatsoever to any Person for refraining from any
action or withholding any approval under any of the Loan Documents until it
shall have received such instructions from the requisite Lender, as applicable
in accordance with this Agreement. Without limiting the foregoing, Lender shall
not have any right of action whatsoever against Agent as a result of Agent
acting or refraining from acting under this Agreement or any of the other Loan
Documents in accordance with the instructions of the requisite Lender as
applicable in accordance with this Agreement. Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document or conversation
reasonably believed by it or them to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to Borrower), independent
accountants and other experts selected by Agent.

      13.5 Agent and Affiliates. To the extent that Agent or any of its
Affiliates are or shall become Lenders hereunder, Agent or such Affiliate, in
such capacity, shall have each and every right and power under this Agreement as
would any other Lender hereunder (including the right to vote upon any matter
upon which any of Lenders are entitled to vote) and, without exception, may
exercise the same as though it were not an Agent. Agent and its Affiliates may
engage in any kind of business with Borrower, any of its Affiliates and any
Person who may do business with or own securities of Borrower or any of its
Affiliates, all as if it were not an Agent hereunder and without any duty to
account therefor to Lenders.

      13.6 Credit Decision. Independently, and without reliance upon Agent, each
Lender has, to the extent it deems appropriate, made and shall continue to make
(a) its own independent investigation of the financial affairs and business
affairs of Borrower in connection with any action or inaction with respect to
the transactions contemplated herein, and (b) its own evaluation of the
creditworthiness of Borrower and of the value of the Collateral, and, except as
expressly provided in this Agreement, Agent has had and shall have no duty or
responsibility to provide any Lender with any credit or other information with
respect thereto. Agent shall not be responsible to any Lender for any recitals,
statements, representation or warranties herein or in any document, certificate
or other writing delivered in connection herewith (unless made by Agent) or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility, priority or sufficiency of this Agreement (except with respect
to Agent's obligations hereunder) or the Loan Documents or the financial
condition of Borrower or the value of the Collateral. Except as expressly herein
provided with respect to its duties as agent, Agent shall not be required to
make any inquiry concerning either the performance or observance of any of the
terms, provisions or conditions of this Agreement or the Loan Documents, the
financial condition of Borrower, or the existence or possible existence of any
Event of Default.

      13.7 Indemnification. Each Lender agrees to indemnify Agent (to the extent
not reimbursed by Borrower), ratably in accordance with each Lender's Pro Rata
Percentage, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses, or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against Agent in any way relating to or arising out of this Agreement
or any action taken or omitted by Agent under this Agreement; provided, however,
that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties,


                                      103
<PAGE>

actions, judgments, suits, costs, expenses, or disbursements resulting from
Agent's gross negligence or willful misconduct. Without limiting the generality
of the foregoing, each Lender agrees to reimburse Agent (to the extent not
reimbursed by Borrower) ratably in accordance with Lender's Pro Rata Percentage,
promptly upon demand, for any out-of-pocket expenses (including reasonable
counsel fees) incurred by Agent in connection with the administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or
responsibilities under, this Agreement. The rights of Agent under this Section
13.7 shall survive the termination of this Agreement. For purposes of this
paragraph, the term "Agent" shall include Agent, its affiliates and their
respective officers, directors, employees and agents.

      13.8 Successor Agent. Agent may resign at any time by giving thirty days
notice thereof to Lenders and Borrower. Upon any such resignation Lenders,
including TFC, shall have the right to appoint a successor Agent, and such
resignation shall not be effective until such successor Agent is appointed and
has accepted such appointment. If no successor Agent shall have been so
appointed and accepted such appointment within seventy-five (75) days after
Agent's giving of notice of resignation, then Agent may, on behalf of Lenders,
appoint a successor Agent, which successor Agent shall be experienced in the
types of transactions contemplated by this Agreement. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from all further duties and obligations under this Agreement. After
any retiring Agent's resignation hereunder as Agent, the provisions of this
Section 13 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent under this Agreement.

      13.9 Duty of Care. Agent shall endeavor to exercise the same care in its
administration of the Loan Documents as it exercises with respect to similar
transactions in which it is involved and where no other co-lenders or
participants are involved; provided that the liability of Agent for failing to
do so shall be limited as provided in the preceding paragraphs of this Section
13.

      13.10 Delegation of Agency.

      (a) If at any time or times it shall be necessary or prudent in connection
with the exercise or protection of Agent's rights hereunder in order to conform
to any law of any jurisdiction in which any of the Collateral shall be located,
or Agent shall be advised by counsel that it is so necessary or prudent in the
interest of Lenders, or Agent shall deem it necessary for its own protection in
the performance of its duties hereunder Agent and, to the extent required by
Agent, Borrower shall execute and deliver all instruments and agreements
reasonably necessary or proper to constitute another bank or trust company, or
one or more individuals approved by Agent (each an "Approved Delegate"), either
to act as co-agent or co-agents or trustee of all or any of the Collateral,
jointly with Agent originally named herein or any successor, or to act as
separate agent or agents or trustee of any such Collateral. Every separate agent
and every co-agent and every trustee, other than any agent which may be
appointed as successor to Agent, shall, to the extent permitted by applicable
law, be appointed to act and be such, subject to the following provisions and
conditions, namely:


                                      104
<PAGE>

            (i)       except as otherwise provided herein, all rights, remedies,
                      powers, duties and obligations conferred upon, reserved or
                      imposed upon Agent in respect of the custody, control and
                      management of moneys, paper or securities shall be
                      exercised solely by Agent hereunder;

            (ii)      all rights, remedies, powers, duties and obligations
                      conferred upon, reserved to or imposed upon Agent
                      hereunder shall be conferred, reserved or imposed and
                      exercised or performed by Agent except to the extent that
                      the instrument appointing such separate agent or separate
                      agents or co-agent or co-agents or trustee shall otherwise
                      provide, and except to the extent that under any law of
                      any jurisdiction in which any particular act or acts are
                      to be performed, Agent shall be incompetent or unqualified
                      to perform such act or acts, in which event such rights,
                      remedies, powers, duties and obligations shall be
                      exercised and performed by such separate agents or
                      co-agent or co-agents to the extent specifically directed
                      in writing by Agent;

            (iii)     no power given thereby to, or which it is provided hereby
                      may be exercised by, any such separate agent or separate
                      agents or co-agent or co-agents or trustee shall be
                      exercised hereunder by such separate agent or separate
                      agents or co-agent or co-agents or trustee except jointly
                      with, or with the consent in writing of, anything herein
                      contained to the contrary notwithstanding;

            (iv)      no separate agent or co-agent or trustee constituted under
                      this Section 13.10 shall be personally liable by reason of
                      any act or omission of any other agent, separate agent,
                      co-agent or trustee hereunder; and

            (v)       Agent, at any time by an instrument in writing, executed
                      by it, may accept the resignation of or remove any such
                      separate agent or co-agent or trustee of Agent, and in
                      that case, by an instrument in writing executed by Agent
                      and Borrower (to the extent necessary or requested by
                      Agent) jointly may appoint a successor to such separate
                      agent or co-agent or trustee, as the case may be, anything
                      therein contained to the contrary notwithstanding. In the
                      event that Borrower shall not have joined in the execution
                      of any such instrument with a Person or entity within ten
                      (10) days after the receipt of a written request from
                      Agent to do so, Agent, acting alone, may appoint a
                      successor and may execute any instrument in connection
                      therewith, and Borrower hereby irrevocably appoints Agent
                      its agent and attorney to act for it in such connection in
                      either of such contingencies.

      In the event that Borrower shall not have joined in the execution of such
instruments or agreements with any Approved Delegate within thirty (30) Business
Days after the receipt of a written request from Agent to do so, Borrower hereby
irrevocably appoints Agent as its agent and attorney to act for it under the
foregoing provisions of this Section 13.10 in such contingency, it being
understood that the power of attorney granted hereunder is coupled with an
interest.


                                      105
<PAGE>

      (b) Agent may execute any of its duties under the Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel,
and other specialists and advisors (including affiliates of such Agent) selected
by it, concerning all matters pertaining to such duties. Agent shall not be
responsible for the negligence or misconduct of any such agents,
attorneys-in-fact, counsel and other specialists and advisors selected by it
with reasonable care.

      13.11 Agent's Responsibilities.

      (a) Each subsequent holder of any Note by its acceptance thereof
irrevocably joins in the designation of TFC as agent for Lenders as provided
herein with the same force and effect as if it were an original Lender hereunder
and signatory hereto. TFC hereby accepts such designation and appointment as
agent. Agent, acting as such under the provisions of this Agreement, or under
any other instrument or document delivered pursuant hereto, shall not be liable
or responsible, directly or indirectly, for any action taken, or omitted to be
taken, by it in good faith, nor shall Agent be liable or responsible for the
consequences of any oversight or error of judgment on its part, but Agent shall
only be liable or responsible for any loss suffered by any of Lenders hereunder
provided such loss was caused by Agent's gross negligence or willful misconduct.
Agent shall not, by any action or inaction hereunder, be deemed to make any
representation or warranty regarding the legality, legal effect or sufficiency
of any act of Borrower in connection with, or under any of the provisions of,
this Agreement, or any instrument or document delivered pursuant thereto, or the
validity or enforceability of any instrument or document furnished to Agent
pursuant to this Agreement. Agent shall have no liability or responsibility in
connection with the collection or payment of any sums due to Lenders by
Borrower, the sole responsibility of Agent being to account to Lenders only for
monies actually received by it. Agent shall have no obligation to make any
application of any funds received by it until such funds are immediately
available at Agent's office. Any monies received by Agent need not be segregated
from other funds except to the extent required by law, and Agent shall not be
liable for interest on any funds received by it. Agent shall not be charged with
knowledge of any facts which would prohibit the making of any payment of monies
in accordance with the provisions of this Agreement unless and until Agent shall
have received written notice thereof at its office from Borrower or any Lender.
The duties of Agent shall be mechanical and administrative in nature, Agent
shall not, by reason of this Agreement, be deemed a fiduciary in respect of
Lenders, and nothing in this Agreement shall impose upon Agent any obligations
in respect of this Agreement except as expressly herein set forth.

      (b) Agent shall have the right to exercise all the rights granted to, and
exercisable by, it under this Agreement and any instrument or document delivered
pursuant to this Agreement, in such manner from time to time, as Agent in its
sole discretion, shall deem proper.

      (c) Agent agrees to provide each Lender with notice (and copies of
documents, as appropriate) of the following:

            (i)       Agent's actual knowledge that any event or condition
                      exists that would permit a Lender to refuse to make an
                      Advance (including but not limited to those events or
                      conditions provided in Sections 4.1 and 5.1 hereof);


                                      106
<PAGE>

            (ii)      Agent's receipt of any notice or request from Borrower
                      regarding a proposed modification, waiver or consent,
                      provided however, Agent shall not be required to provide
                      notice unless Agent finds such proposed modification,
                      waiver or consent acceptable and intends to recommend
                      approval of such proposed modification, waiver or consent
                      to the Lenders;

            (iii)     Failure of any Lender to make a required Advance or other
                      accommodation within ten (10) business days of the time
                      period specified in Section 2.6 hereof;

            (iv)      Copies of any information/notices provided to TFC by
                      Borrower pursuant to Sections 7.1(h), 7.1(i), 7.1(m),
                      7.1(o), and 7.1(r) hereof; and

            (v)       Reasonable prior written notice of Agent's intent to
                      exercise its rights under Section 7.1(g). The scope of any
                      examination, audit or inspection conducted by Agent
                      pursuant to said Section 7.1(g) (including but not limited
                      to setting the parameters of any sample pool that is the
                      subject of such examination, audit or inspection) shall be
                      reasonably acceptable to each Lender.

      (d) Agent shall be entitled, at its option, from time to time and at any
time, to enter into any amendment of, or waive compliance with the terms of the
Loan Agreement without obtaining prior approval from any Lender, provided that,
except as hereafter provided, Agent may not: (i) reduce or increase the
principal amount of the Loan; (ii) change the Borrowing Base (advance rate)
(provided, however, Agent may reduce the Borrowing Base for a limited time (not
more than sixty (60) days) to adjust an over-advance circumstance); (iii)
materially change the definition of Eligible Notes Receivable; (iv) decrease the
Interest Rate; (v) extend the maturity date of the Loan; and (vi) release any
material Collateral or any material third party obligor (except as expressly
authorized by this Agreement in the normal course of Borrower's business).
Notwithstanding the foregoing, Agent may take any such actions referred to in
such preceding sentences and each Lender shall be bound thereby, with the
consent of such Lenders (including Agent as a Lender for this purpose) whose
total Pro Rata Payment Percentage is equal to or exceeds fifty-five percent
(55%) of the outstanding principal balance of the Loan.

      Notwithstanding the foregoing, in the event that a Lender does not consent
to any of the amendments or waivers requiring fifty-five percent (55%) consent
under the previous paragraph, then such Lender shall not be obligated to fund
any additional Advances hereunder but it shall continue to receive its Pro Rata
Payment Percentage of each repayment of principal and interest on the Loan in
accordance with the terms of this Agreement and shall be repaid in full over a
period not to exceed the then existing final maturity date under the Loan.
Furthermore, in the event a Lender does not consent to any amendment or waivers
regarding: (i) reduction or increase of the principal amount of the Loan; (ii)
reduction in the release price as to any Collateral or any other change with
regard to release of Collateral; (iii) reduction of the Interest Rate; or (iv)
any subordination or release of any material Collateral, except as set forth in
this Agreement or the Loan Documents, then in any of such events any such
modification shall be applicable only to new money advanced


                                      107
<PAGE>

by Agent and such changes shall not be applicable in any way to the existing
balance due under the Loan as of the date of such change. Notwithstanding
anything to the contrary contained in this Section 13.11(d), Agent may, in its
sole and absolute discretion, require that the Lenders (including TFC)
unanimously consent to the approval of any such action(s) referred to in this
Section 13.11(d) before any such action(s) is taken. Borrower acknowledges and
agrees that in the event that a Lender does not consent to any of the amendments
or waivers requiring fifty-five percent (55%) consent under the previous
paragraph and such Lender is not obligated to fund any additional Advances
hereunder, the Maximum Available Revolving Amount and the Maximum Loan shall be
reduced by an amount equal to the amount of any unused portion of such Lender's
Commitment.

      13.12 Power of Attorney. Each Lender does hereby irrevocably constitute
and appoint Agent as its true and lawful agent and attorney-in-fact, with full
power of substitution, for and in its name, place and stead, or otherwise, to
(a) demand and receive from time to time any and all property, rights, titles,
interests and liens hereby sold, assigned and transferred, or intended so to be,
and to give receipts for same, (b) from time to time to institute and prosecute
in Agent's own name any and all proceedings at law, in equity, or otherwise,
that Agent may deem proper in order to collect, assert or enforce any claim,
right or title, of any kind, in and to the property, rights, titles, interests
and liens hereby sold, assigned or transferred, or intended so to be, and to
defend and compromise any and all actions, suits or proceedings in respect of
any of the said property, rights, titles, interests and liens, and (c) generally
to do all and any such acts and things in relation to the Loans, the Collateral
and this Agreement as Agent shall in good faith deem advisable. Each Lender
hereby declares that the appointment made and the powers granted pursuant to
this Section 13.12 are coupled with an interest and are and shall be irrevocable
by it in any manner, or for any reason, unless and until the repayment in full
of the Obligation.

      13.13 Right of Set-Off. In the event that any Lender fails to make a Loan
or Advance ratably in accordance with such Lender's Pro Rata Percentage as
required hereunder (such failure hereafter a "Funding Shortfall" and such Lender
hereafter a "Withholding Lender"), Agent may, in its sole and absolute
discretion, withhold any and all proceeds due to such Withholding Lender
hereunder (the "Withheld Proceeds") in an amount equal to the Funding Shortfall
and may apply the Withheld Proceeds to fund the requested Loan or Advance or to
reimburse TFC in accordance with Section 2 hereof. In the event that TFC, in
accordance with Section 2.3 and/or Section 2.6 hereof, has agreed to provide
funding in excess of its Pro Rata Percentage in order to fully fund the
requested Loan or Advance despite the Funding Shortfall, the Withheld Proceeds
shall be paid to TFC as reimbursement.

                        SECTION 14 -- SPECIAL CONDITIONS

      14.1 Right of Additional Financing.

      (a) Right of First Offer. If Borrower intends to seek additional timeshare
receivable financing or additional acquisition and/or construction financing for
the Marathon Key Resort, it shall first notify TFC in writing of such intent and
thereafter TFC shall have the option, but not the obligation, to provide such
additional financing ("Right of First Offer"). TFC shall have the exclusive
option, but not the obligation, to provide all or any part of such additional
financing on the same terms as outlined in the Commitment Letter (or on terms
that are more favorable to Borrower than the terms set forth in the Commitment
Letter) by notifying Borrower of its intent


                                      108
<PAGE>

to provide such financing within 45 days from the date that Borrower notifies
TFC that it intends to seek additional financing. If TFC fails to notify
Borrower of its intent to provide such additional financing or if TFC elects not
to provide such additional financing, then Borrower may secure such financing
from other sources, subject to Section 14.1(b) hereof.

      (b) Right of First Refusal. If, at any time, Borrower obtains a commitment
to provide additional timeshare receivable financing and/or additional
acquisition or construction financing for the Marathon Key Resort from a source
other than TFC (the "Third Party Commitment"), Borrower shall provide TFC with
written notice and a copy of the Third Party Commitment. TFC shall have the
option, but shall in no way be obligated, to provide all or part of the
additional financing offered by the Third Party Commitment on the same terms as
outlined in the Third Party Commitment ("Right of First Refusal") by informing
Borrower in writing of its intent to provide the additional financing within 45
days of TFC's receipt of Borrower's written notice and a copy of the Third Party
Commitment. In the event that TFC elects not to provide the additional financing
as set forth above, Borrower may accept the Third Party Commitment provided that
the financing contemplated by the Third Party Commitment closes within six (6)
months of TFC's decision not to provide the additional financing.

      During the term of the Loan, TFC shall be entitled to the Right of First
Offer and Right of First Refusal as described above each and every time that
Borrower requests or seeks additional financing for the Marathon Key Resort from
any source.


                                      109
<PAGE>

      IN WITNESS WHEREOF, Borrower, and Agent, for itself and as agent for each
of the Lenders, have caused this Agreement to be duly executed and delivered
effective as of the date first above written.

                                          BORROWER:


                                          BLUEGREEN VACATIONS UNLIMITED,
/S/ LISA FIEDOROWITZ                      INC., a Florida corporation
--------------------
Witness


/S/ JEFFREY C. LORENZ                     By: /S/ JOHN F. CHISTE
---------------------                         ------------------
Witness                                   Name: JOHN F. CHISTE
                                          Title: TREASURER


                                          BLUEGREEN CORPORATION,
                                          a Massachusetts corporation

/S/ LISA FIEDOROWITZ
--------------------
Witness


                                          By: /S/ JOHN F. CHISTE
                                              ------------------
/S/ JEFFREY C. LORENZ                     Name: JOHN F. CHISTE
---------------------                     Title: SENIOR VICE PRESIDENT
Witness

STATE OF FLORIDA      )
                      )        ss:
COUNTY OF PALM BEACH  )

      The foregoing instrument was acknowledged before me this 16th day of
December, 2003 by John F. Chiste, Treasurer of Bluegreen Vacations Unlimited,
Inc., a Florida corporation, on behalf of the corporation.


                                          /S/ JEFFREY C. LORENZ
                                          ---------------------
                                          Notary Public
                                          My Commission Expires: NOV. 11, 2005

      The foregoing instrument was acknowledged before me this 16th day of
December, 2003 by John F. Chiste, Senior Vice President of Bluegreen
Corporation, a Massachusetts corporation, on behalf of the corporation.


                                          /S/ JEFFREY C. LORENZ
                                          ---------------------
                                          Notary Public
                                          My Commission Expires: NOV. 11, 2005


                                      110
<PAGE>

                                          LENDER:


/S/ JESSICA COMOD                         TEXTRON FINANCIAL CORPORATION,
-----------------                         a Delaware corporation
Witness


/S/ MEAGHAN PAUTHAMUS                     By: /S/ JAMES M. CASEY
---------------------                         ------------------
Witness                                   Name: JAMES M. CASEY
                                          Title: VICE PRESIDENT

STATE OF CONNECTICUT   )
                       )      ss:
COUNTY OF HARTFORD     )

      The foregoing instrument was acknowledged before me this 18 day of
DECEMBER , 2003 by JAMES CASEY, VICE PRES. of TEXTRON FINANCIAL CORPORATION, a
Delaware corporation, on behalf of the corporation.


                                          /S/ MATHEW CARRANO
                                          ------------------
                                          Commissioner of the Superior Court
                                          Notary Public
                                          My Commission Expires: SEP. 30, 2007


                                      111
<PAGE>

                                          AGENT:


                                       TEXTRON FINANCIAL CORPORATION,
/S/ JESSICA COMOD                      a Delaware corporation
-----------------                      as Agent for each Financial Institution
Witness                                listed on Schedule A



/S/ MEAGHAN PAUTHAMUS
---------------------
Witness                                By: /S/ JAMES M. CASEY
                                           ------------------
                                       Name: JAMES M. CASEY
                                       Title: VICE PRESIDENT

STATE OF CONNECTICUT   )
                       )       ss:
COUNTY OF HARTFORD     )

      The foregoing instrument was acknowledged before me this 18 day of
DECEMBER, 2003 by JAMES CASEY, VICE PRES. of TEXTRON FINANCIAL CORPORATION, a
Delaware corporation, on behalf of the corporation.


                                       /S/ MATHEW CARRANO
                                       ------------------
                                       Commissioner of the Superior Court
                                       Notary Public
                                       My Commission Expires: SEP. 30, 2007


                                      112
<PAGE>

                                  Schedule A-1

                           Lenders' Pro Rata Share of
                     Acquisition/Construction Loan Component

                                      Lenders'           Lenders' Pro Rata
                                      --------           -----------------
Name and Address of Lender           Commitment              Percentage
--------------------------           ----------              ----------

Textron Financial Corporation
as, Agent

<PAGE>

                                  Schedule A-2

                           Lenders' Pro Rata Share of
                            Revolving Loan Component

                                    Lenders'             Lenders' Pro Rata
Name and Address of Lender         Commitment                Percentage
--------------------------         ----------                ----------

Textron Financial Corporation
as, Agent

<PAGE>

                                   Schedule B

                                 Approved Budget

<PAGE>

                                   Schedule C

                         Approved Construction Schedule

<PAGE>

                                   Schedule D

                              List of Declarations

<PAGE>

                                   Schedule E

                       Description of Marathon Key Resort

<PAGE>

                                   Schedule F

                              Permitted Exceptions

<PAGE>

                                   Schedule G

                             Applicable Land Records

<PAGE>

                                   Schedule H

                     List of Timeshare Owners' Associations

<PAGE>

                                   Schedule I

                                Transfer Accounts

<PAGE>

                                 Schedule nnnnn

                            List of Eligible Resorts

                                      NONE

<PAGE>

                                  Schedule 6.6

                                   Prior Liens

<PAGE>

                                  Schedule 6.7

                   Affiliates Engaged in Operation of Resorts

<PAGE>

                                  Schedule 6.8

                           Pending Material Litigation

<PAGE>

                                  Schedule 6.10

                              Environmental Matters

<PAGE>

                                  Schedule 6.20

                           List of Timeshare Documents

<PAGE>

                                  Schedule 6.21

                           List of Operating Contracts

<PAGE>

                                  Schedule 6.24

                          Inventory Control Procedures

<PAGE>

                                  Schedule 6.26

                       Construction at Marathon Key Resort

<PAGE>

                                  Schedule 6.30

                                      Plans

<PAGE>

                                    Exhibit A

                          Acquisition/Construction Note

<PAGE>

                                    Exhibit B

                Application for Acquisition/Construction Advance

<PAGE>

                                    Exhibit C

                      Assignment of Architectural Contract

<PAGE>

                                    Exhibit D

                       Assignment of Construction Contract

<PAGE>

                                    Exhibit E

                         Assignment of Rents and Leases

<PAGE>

                                    Exhibit F

                       Assignment of Management Agreement

<PAGE>

                                    Exhibit G

                  Assignment of Notes Receivable and Mortgages

<PAGE>

                                    Exhibit H

                         Assignment of Plans and Permits

<PAGE>

                                    Exhibit I

                               Servicing Agreement

<PAGE>

                                    Exhibit J

                 Borrower's Certificate and Request for Advance

<PAGE>

                                    Exhibit K

                     Environmental Indemnification Agreement

<PAGE>

                                    Exhibit L

                             Collateral Data Report

<PAGE>

                                    Exhibit M

                          Marathon Key Resort Mortgage

<PAGE>

                                    Exhibit N

                          Revolving Loan Component Note

<PAGE>

                                    Exhibit O

                               Notice of Borrowing

<PAGE>

                                    Exhibit P

                              Borrowing Base Report

<PAGE>

                                    Exhibit Q

                              Officer's Certificate

<PAGE>

                                   Exhibit R-1

         Opinion of Counsel - Acquisition / Construction Loan Component

<PAGE>

                                   Exhibit R-2

                Opinion of Counsel - Additional Eligible Resorts

<PAGE>

                                    Exhibit S

                                 Negative Pledge

</TEXT>
</DOCUMENT>
