NBAZ-Bluegreen-Big Cedar Second Amendment to the Third Amendment and Restated LSA

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (Hypothecation Facility) dated as of July 28, 2023 (this “Amendment”) between BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company (the “Borrower”) and ZIONS BANCORPORATION, N.A., dba NATIONAL BANK OF ARIZONA (the “Lender”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

RECITALS

A.  The Borrower and the Lender are party to that certain Third Amended and Restated Loan and Security Agreement dated as of September 25, 2020 as amended by that certain First Amendment to Third Amended and Restated Loan and Security Agreement dated as of May 1, 2023 (as amended by this Amendment and as hereafter amended and as hereafter amended, supplemented or otherwise modified from time to time, the “Loan Agreement”).

B.Subject to the satisfaction of certain conditions, the Borrower and the Lender have agreed to make certain modifications to the Loan Agreement terms.  This Amendment shall document those modifications.

AGREEMENTS

Accordingly, in consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Signature pages follow

[SIGNATURE PAGE TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]

(Hypothecation Facility)



IN WITNESS WHEREOF, the parties hereto have executed this Amendment or have caused the same to be executed by their duly authorized representatives, and delivered, as of the date first above written.





[SIGNATURE PAGE TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]

(Hypothecation Facility)





IN WITNESS WHEREOF, the parties hereto have executed this Amendment or have caused the same to be executed by their duly authorized representatives, and delivered, as of the date first above written.



ANNEX A



[REDLINE OF CONFORMED COPY OF CREDIT AGREEMENT]



EXHIBIT A-4



Form of Collateral Assignment of Notes Receivable and Purchaser Mortgages
(Branson Cedars)



COLLATERAL ASSIGNMENT OF Notes receivable and DEEDS OF TRUST

(Timeshare Interests at Branson Cedars)



_________________, 20__



FOR VALUABLE CONSIDERATION, intending to be legally bound hereby, BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company, with an address at 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431 (“Borrower” or “Grantor”), hereby collaterally assigns and transfers to ZIONS BANCORPORATION, N.A. DBA NATIONAL BANK OF ARIZONA, a national banking association, having an office at 6001 N. 24th Street, Building B, Phoenix, AZ  85016 (“Lender” or “Grantee”) all of Borrower's interest in, to and under those Deeds of Trust described on Exhibit ”A” attached hereto, recorded in the Office of the County Recorder in and for the County of Taney, Missouri, encumbering certain timeshare interests more particularly described on Exhibit ”B” attached hereto and in the Deeds of Trust described on Exhibit ”A”, together with the Notes Receivable secured by such Deeds of Trust, all other documents executed and delivered in connection with such Deeds of Trust and Notes Receivable, including the other Timeshare Program Consumer Documents,  all monies due and to become due on account of such Deeds of Trust, Notes Receivable, Timeshare Program Consumer Documents and other documents, and all rights accrued or to accrue under such Deeds of Trust, Notes Receivable, Timeshare Program Consumer Documents and other documents.  Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning as set forth in that certain Third Amended and Restated Loan and Security Agreement dated as of September 25, 2020, between Borrower and Lender, as it may from time to time be amended, modified or restated (the “Loan Agreement”).



This Assignment has been made and delivered pursuant to the provisions of the Loan Agreement and secures the payment of:



1.All amounts at any time owing by Borrower to Lender on account of the Fifth Amended and Restated Revolving Promissory Note of the Borrower payable to the order of Lender, dated as of September 25, 2020 and delivered to Lender pursuant to the Loan Agreement and all amendments, modifications, increases and reductions thereof and any replacement or substitute notes issued therefor (the “Note”) in the current face amount of SEVENTY MILLION DOLLARS ($70,000,000.00);



2.All amounts at any time owing by Borrower to Lender under any provisions of the Loan Agreement or any documents collateral thereto and all Obligations; and



3.All costs of collecting said amounts, including reasonable attorneys' fees.

Borrower does hereby agree to warrant and forever defend the title to such Deeds of Trust, Notes Receivable and other Timeshare Program Consumer Documents unto Lender, its successors

and assigns against any claims of any person whatsoever, other than with respect to Permitted Encumbrances.  The Deeds of Trust described on “Exhibit A” may not be amended, modified or restated without the prior written consent of Lender.



Borrower represents and warrants to Lender, its successors and assigns that such Notes Receivable, Deeds of Trust and other Timeshare Program Consumer Documents are collaterally assigned and transferred hereunder, free and clear of any lien, claim or encumbrances of any nature, other than Permitted Encumbrances.



IN WITNESS WHEREOF, Borrower has executed this Assignment, effective as of the day and year first above written.

STATE OF Florida)

 ) SS:

COUNTY OF Palm Beach  )



On ____________, 20__, before me, Issac Kopp,  Manager of Funding, Mortgage, Bluegreen/Big Cedar Vacations, LLC personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.



Witness my hand and official seal.



___________________________________

Notary Public

(SEAL)





EXHIBIT “B”

to Collateral Assignment of Notes Receivable and Deeds of Trust

(Branson Cedars)





The following described real property, to wit:



Timeshare Interest(s), as more particularly described in each applicable Deed of Trust set forth on Exhibit "A", consisting of a fee simple undivided interest(s) in the Property, together with the right to use and occupy a Unit during a Use Period as more particularly set forth in the Declaration of Declaration of Condominium and Timeshare Plan For Branson Cedars, A Condominium, recorded in Document Number 2023L08370, as such may be further amended from time to time, all recorded in the Public Records of Taney County, Missouri and together with all rights appurtenant to such Timeshare Interest(s).





EXHIBIT “A”

to Collateral Assignment of Notes Receivable and Deeds of Trust

(Branson Cedars)



[See attached]



EXHIBIT B-5



ADDITIONAL PERMITTED ENCUMBRANCES

(Branson Cedars)



















































































EXHIBIT C-4



FORMS OF TIMESHARE PROGRAM CONSUMER DOCUMENTS

(Branson Cedars Project)



[See attached]





EXHIBIT D-4



FORM OF TITLE POLICY AND ENDORSEMENT

(Branson Cedars)



[See Attached]



EXHIBIT F-4



Form of Reassignment of Notes Receivable and Purchaser Mortgages

(Branson Cedars)





REASSIGNMENT OF NOTES RECEIVABLE AND PURCHASER MORTGAGES

(Branson Cedars)



FOR VALUABLE CONSIDERATION,  ZIONS BANCORPORATION, N.A. DBA NATIONAL BANK OF ARIZONA, a national banking association, as Grantor, whose address is 6001 N. 24th Street, Building B, Phoenix, AZ  85016 (“Lender”), hereby assigns and transfers to BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company, as Grantee, whose address is 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431 (“Borrower”), all of Lender's interest in, to and under those Deeds of Trust described on Exhibit ”A” attached hereto, recorded in the Office of the County Recorder in and for the County of Taney, Missouri, encumbering certain timeshare interests more particularly described on Exhibit ”B” attached hereto and in the Deeds of Trust described on Exhibit ”A”, together with the Notes Receivable secured by such Deeds of Trust, all other documents executed and delivered in connection with such Deeds of Trust and Notes Receivable, including the other Timeshare Program Consumer Documents,  all monies due and to become due on account of such Deeds of Trust, Notes Receivable, Timeshare Program Consumer Documents and other documents, and all rights accrued or to accrue under such Deeds of Trust, Notes Receivable, Timeshare Program Consumer Documents and other documents.  Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning as set forth in that certain Third Amended and Restated Loan and Security Agreement dated as of September 25, 2020, between Borrower and Lender, as it may from time to time be amended, modified or restated (the “Loan Agreement”).



This Assignment has been made without recourse and without representations or warranty of any kind, express or implied.



IN WITNESS WHEREOF, Lender has executed this Reassignment, effective as of __________.

STATE OF ARIZONA)

 ) SS:

COUNTY OF MARICOPA)



On ______________________, 20___, before me, ___________________________ personally appeared ___________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.



Witness my hand and official seal.



___________________________________

Notary Public

(SEAL)

EXHIBIT “B”

to Reassignment of Notes Receivable and Purchaser Mortgages

(Branson Cedars)



The following described real property, to wit:



Timeshare Interest(s), as more particularly described in each applicable Deed of Trust set forth on Exhibit "A", consisting of a fee simple undivided interest(s) in the Property, together with the right to use and occupy a Unit during a Use Period as more particularly set forth in the Declaration of Declaration of Condominium and Timeshare Plan For Branson Cedars, A Condominium, recorded in Document Number 2023L08370, as such may be further amended from time to time, all recorded in the Public Records of Taney County, Missouri and together with all rights appurtenant to such Timeshare Interest(s).



EXHIBIT “A”

to Reassignment of Notes Receivable and Purchaser Mortgages

(Branson Cedars)



[See attached]







EXHIBIT K



Form of Confirmation of Recording



[Print on Letterhead of Agent for Title Company]



,  20



ZIONS BANCORPORATION, N.A. dba National Bank of Arizona 6001 N. 24th Street

Building B Phoenix, AZ 85016



Attention: Kristen Carreno



Re:   Third Amended and Restated Loan and Security Agreement dated as of September 25, 2020, by and between Bluegreen/Big Cedar Vacations, LLC, and ZIONS BANCORPORATION, N.A. dba National Bank of Arizona, as amended (the “Loan Agreement”)



Ladies and Gentlemen:



This is the Confirmation of Recording referenced in Sections 4.2.1(g) and 4.2.2(c) of the Loan Agreement. On behalf of Resort Title Agency, Inc. (the “Title Company”), I hereby confirm as follows:













Capitalized terms used in this letter and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.



Very truly yours,



RESORT TITLE AGENCY, INC.,



By: 

Name/Title:



EXHIBIT M-4



MANAGEMENT AGREEMENT

(Big Cedar)





[See attached]



EXHIBIT P-5



DESCRIPTION OF Timeshare Program Governing Documents

(Branson Cedars Project)