Seventh Amended and Restated Promissory Note between Bluegreen Corporation and Wachovia Bank

Obligations. Applicable Law; Conflict Between Documents. This Note and, unless otherwise provided in any other Loan Document, the other Loan Documents shall be governed by and construed under the laws of the state named in Bank’s address shown above without regard to that state’s conflict of laws principles. If the terms of this Note should conflict with the terms of any loan agreement or any commitment letter that survives closing, the terms of this Note shall control. Borrower’s Accounts. Except as prohibited by law, Borrower grants Bank a security interest in all of Borrower’s accounts with Bank and any of its affiliates. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal jurisdiction in the state named in Bank’s address shown above. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document. Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed or delivered to the Borrower’s address shown above (attention Borrower’s Corporate General Counsel) or such other address as provided hereunder, and to Bank, if in writing and mailed or delivered to Bank’s office address shown above or such other address as Bank may specify in writing from time to time. In the event that Borrower changes Borrower’s address at any time prior to the date the Obligations are paid in full, Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid. Plural; Captions. All references in the Loan Documents to Borrower, guarantor, person, document or other nouns of reference mean both the singular and plural form, as the case may be, and the term “person” shall mean any individual, person or entity. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Binding Contract. Borrower by executions of and Bank by acceptance of this Note agree that each party is bound to all terms and provisions of this Note. Advances. Bank may, in its sole discretion, make other advances which shall be deemed to be advances under this Note, even though the stated principal amount of this Note may be exceeded as a result thereof. Joint and Several Obligations. Each entity who signs this Note as a Borrower is jointly and severally obligated. Fees and Taxes. Borrower shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time.

JOINT AND SEVERAL LIABILITY. (a) As used in this Section, the term “Borrower” shall mean Bluegreen Corporation, a Massachusetts corporation, Bluegreen Resorts Management, Inc., a Delaware corporation, Bluegreen Vacations Unlimited, Inc., a Florida corporation, Bluegreen Holding Corporation (Texas), a Delaware corporation, Bluegreen Southwest One, L.P., a Delaware limited partnership, Bluegreen Asset Management Corporation, a Delaware corporation, Bluegreen Carolina Lands, LLC, a Delaware limited liability company, Bluegreen Corporation of Tennessee, a Delaware corporation, Bluegreen Corporation of the Rockies, a Delaware corporation, Bluegreen Properties of Virginia, Inc., a Delaware corporation, Bluegreen Resorts International, Inc., a Delaware corporation, Carolina National Golf Club, Inc., a North Carolina corporation. Leisure Capital Corporation, a Vermont corporation, Bluegreen West Corporation, a Delaware corporation, Bluegreen Golf Clubs, Inc., a Delaware corporation, Bluegreen Interiors, LLC, a Delaware limited liability company, Bluegreen Southwest Land, Inc., a Delaware corporation, New England Advertising Corporation, a Vermont corporation, Bluegreen Guaranty Corporation, a Florida corporation, Jordan Lake Preserve Corporation, a North Carolina corporation, Leisure Communication Network, Inc., a Delaware corporation, Managed Assets Corporation, a Delaware corporation, travelheads, inc., a Florida corporation, Encore Rewards, Inc., a Delaware corporation, Leisurepath, Inc., a Florida corporation, BXG Realty, Inc., a Delaware corporation, Texas Homesite Realty, Inc., a Texas corporation f/k/a Mystic Shores Realty, Inc., Brickshire Realty, Inc., a Virginia corporation, Catawba Falls, LLC, a North Carolina limited liability company, Preserve at Jordan Lake Realty, Inc., a North Carolina corporation, Bluegreen Purchasing & Design, Inc., a Florida corporation, Great Vacation Destinations, Inc., a Florida corporation, Lake Ridge Realty, Inc., a Texas corporation, Bluegreen Communities of Texas, L.P., a Delaware limited partnership, Pinnacle Vacations, Inc., a Delaware corporation, Bluegreen Communities of Georgia, LLC, a Georgia limited liability company, Bluegreen Communities of Georgia Realty, Inc., a Georgia corporation, BXG Realty Tenn, Inc., a Tennessee corporation, Bentwater Lakes Realty, Inc., a Texas corporation f/k/a Mountain Lakes Realty, Inc., Bluegreen Nevada, LLC, a Delaware limited liability company, Family Fun Company, LLC, a Delaware limited liability company, BXG Mineral Holdings, LLC, a Delaware limited liability company,

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