Marketing & Promotions Agreement

EXHIBIT 10.200


MARKETING AND PROMOTIONS AGREEMENT


Made on this 16th day of June, 2000


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LIST OF EXHIBITS


Exhibit A - Bass Pro Catalog Exhibit B - Big Cedar Lodge Property Description Exhibit C - Big Cedar Timeshare Project Property Description Exhibit D-1 - Bass Pro Trademarks, Trade Names, Service Marks, Proprietary Marks,
Logos and Unique Signs Exhibit D-2 - Big Cedar Trademarks, Trade Names, Service Marks, Proprietary Marks,
Logos and Unique Signs Exhibit E - Prospect Track Exhibit F - Advertising Space Receipt and Confirmation Agreement Exhibit G-1 - License and Concession Agreement Exhibit G-2 - Schematic Plans Exhibit H - Website Hyperlink License Agreement Exhibit I-1 - Bass Pro Mailing List Agreement Exhibit I-2 Big Cedar Mailing List Agreement Exhibit I-3 Bluegreen Mailing List Agreement Exhibit J - Security Agreement - Bass Pro Exhibit K Intercreditor Agreement - Fleet Retail Finance, Inc. Exhibit L - Commercial Lease of Sales Office Exhibit M - Cabin Fever House Facility Lease Exhibit N - Bass Pro/Big Cedar Trademark License Agreements


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MARKETING AND PROMOTIONS AGREEMENT


THIS MARKETING AND PROMOTIONS AGREEMENT ("Agreement") is made and entered into as of this 16th day of June, 2000 by and between Big Cedar, L.L.C., a Missouri limited liability company ("Big Cedar"), having a principal address of 2500 East Kearney Street, Springfield, Missouri 65898, Attn: Toni Miller and Bass Pro, Inc., a Delaware corporation ( (hereinafter sometimes referred to as "Bass Pro") having a principal address of 2500 East Kearney Street, Springfield, Missouri 65898, Attn: Toni Miller and Bluegreen Vacations Unlimited, Inc., a Florida corporation ("Bluegreen"), having a principal address of 4960 Blue Lake Drive, Boca Raton, Florida 33431, and Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company having a principal address of 4960 Blue Lake Drive, Boca Raton, Florida 33431, (the "LLC").


W I T N E S S E T H


WHEREAS, the LLC has been formed, activated and capitalized by Bluegreen and Big Cedar to design, develop, market and sell a timeshare project contiguous to the current Big Cedar Lodge, located in Taney County, Missouri (hereafter the "Big Cedar Timeshare Project");


WHEREAS, Bluegreen is in the business of designing, developing, marketing, and selling timeshare developments and timeshare interests, including but not limited to the Bluegreen Vacation Club (hereinafter such developments and interests referred to collectively as "Bluegreen's Timeshare Facilities") in and throughout the United States and internationally;


WHEREAS, Big Cedar, (and Bass Pro and Bass Pro Affiliates (Bass Pro Affiliates being defined herein as set forth in paragraph 1(c) of this Agreement), control, own and have available extensive promotional and marketing opportunities;


WHEREAS, it is the intention of this Agreement to provide for an arrangement by which Big Cedar, Bass Pro and Bass Pro Affiliates will provide to Bluegreen and Bluegreen Affiliates (as defined in paragraph 1(o), below), for the benefit of Bluegreen's Timeshare Facilities and to Bluegreen and the LLC for the benefit of the Big Cedar Timeshare Project, promotional, marketing and advertising services as provided for herein, and Bluegreen, Bluegreen Affiliates and the LLC, desire to receive such promotional, marketing and advertising services;


WHEREAS, the purpose of this Agreement is to set forth the terms and conditions pursuant to which Big Cedar, Bass Pro and Bass Pro Affiliates shall provide such promotional, marketing and advertising services to Bluegreen and Bluegreen Affiliates and to the LLC;


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises contained herein, the parties hereto agree as follows:


1. DEFINITIONS.


(a) AD LOAN shall be that certain secured advance advertising loan described in and attached to the Contribution Agreement.


(b) BASS PRO shall mean Bass Pro, Inc., a Delaware corporation, together with its successors in interest.


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(c) BASS PRO AFFILIATES shall mean Bass Pro Outdoor World, LLC, a Missouri limited liability company, Bass Pro Outdoors Online, LLC, a Missouri limited liability company, Bass Pro Trademarks, LLC, a Missouri limited liability company, BPS Catalog, LP., a Missouri limited partnership, BPS Catalog GP, Inc., a Missouri corporation and Worldwide Sportsman, Inc., a South Carolina corporation.


(d) BASS PRO MAILING LIST shall mean the mailing lists of customers, clients and contacts of Bass Pro and Bass Pro Affiliates which mailing lists shall include by way of example and not limitation, the name, address, telephone number and e-mail address, where available, together with the date of the last order, total dollar amount of purchase and the source from where such customer or client was located (i.e. catalog, retail or internet) of each such customer or client, together with Bass Pro Reward Members and Bass Pro catalog subscribers, and such other fields of information as is customarily kept by Bass Pro and Bass Pro Affiliates respecting its customers, clients and contacts. Such Bass Pro Mailing List shall include such customers and clients as now exist or hereafter may exist subject to such limitations as may otherwise be set forth herein.


(e) BASS PRO SHOPS shall mean those certain retail stores and operations operated by Bass Pro or its respective Bass Pro Affiliates, including but not limited to Bass Pro Outdoor Shops and Bass Pro Shops.


(f) BASS PRO CATALOG shall mean those certain retail catalogs, published seasonally by Bass Pro and Bass Pro Affiliates as set forth on Exhibit "A" attached hereto and incorporated herein by this reference.


(g) BASS PRO MARKS shall mean those certain trademarks, trade names, service marks, proprietary marks, logos and unique signs or marks owned by Bass Pro or Bass Pro Affiliates, identification of which is attached hereto as Exhibit "D-1" and incorporated herein by this reference.


(h) BIG CEDAR shall mean Big Cedar, L.L.C., a Missouri limited liability company.


(i) BIG CEDAR AFFILIATES shall mean (i) John Morris, together with any relative within the third degree of kindred of John Morris; (ii) any Person controlled by or under common control of John Morris, a partner of John Morris or any such relative as set forth in subsection (i) of this paragraph; (iii) any officer, director, trustee, partner or employee of any entity described in subsection (ii) of this paragraph; and (iv) any trust for the benefit of John Morris or any officer, director, trustee, partner, member or employee of a Person described in subsection (i) of this paragraph; provided that Big Cedar Affiliates shall not include Gaylord Entertainment Company, a Delaware corporation, JWC Equity Funding Two, Inc., a Delaware corporation, JW Childs Associates, LP., a Delaware limited partnership or Tracker Marine, LLC., a Missouri limited liability company.


(j) BIG CEDAR LODGE shall mean that certain hotel facility located in Taney County, Missouri, which as of the date hereof is owned and operated by Big Cedar, which lodge is located on that certain property identified on Exhibit "B" attached hereto and incorporated herein by this reference.


(k) BIG CEDAR MARKS shall mean those certain trademarks, trade names, service marks, proprietary marks, logos and unique signs or marks owned by Big Cedar, identification of which is attached hereto as Exhibit "D-2" and incorporated herein by this reference.


(l) BIG CEDAR'S RIGHT OF PARTICIPATION shall mean that certain right of Big Cedar set forth in Section 6.11 of the Operating Agreement of the LLC.


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(m) BIG CEDAR TIMESHARE PROJECT shall mean that certain timeshare project developed by the LLC, located contiguous to the Big Cedar Lodge in Taney County, Missouri, which timeshare project is located on that certain property described on Exhibit "C."


(n) BLUEGREEN shall mean Bluegreen Vacations Unlimited, Inc., a Florida corporation.


(o) BLUEGREEN AFFILIATE shall mean Bluegreen Corporation, a Massachusetts corporation, together with any subsidiary enterprise now or hereafter existing.


(p) BLUEGREEN'S TIMESHARE FACILITIES shall mean timeshare developments and timeshare interests, including but not limited to the Bluegreen Vacation Club, designed, developed, marketed and/or sold by Bluegreen or a Bluegreen Affiliate, whether such facilities now exist or may from time to time exist in the future..


(q) BLUEGREEN VACATION CLUB shall mean that certain vacation club operated by Bluegreen, which was initially filed pursuant to Chapter 721 (the Florida Timeshare Act), and is identified in accordance with such registration as the Bluegreen Vacation Club.


(r) COMPETING RESORT shall mean any seller, marketer, developer, exchange company, club or lead generator, together with any officer, director, employee, member, shareholder, partner, trustee or relative within the third degree or kindred of any of the foregoing, or any other person or entity which is controlled by or under common control with any of the foregoing, or any partner, member, shareholder, trustee or beneficiary of any of the foregoing, as respects any timeshare resort or resort interest development, together with any party or entity that may be in competition with Bluegreen or any Bluegreen Affiliate, excepting, however, Bluegreen and any Bluegreen Affiliate.


(s) CONTRIBUTION AGREEMENT shall mean that certain Contribution Agreement made and entered into as of the date hereof, by and between Bluegreen and Big Cedar.


(t) DISTRIBUTIONS shall mean any and all cash or other property, including timeshare receivables, of the LLC as may be distributed by the LLC to Big Cedar or Bluegreen as members of the LLC.


(u) FRACTIONAL INTEREST DEVELOPMENT shall mean a program in which one-quarter (1/4) interests of an accommodation is offered and conveyed to a consumer in such respective accommodation, which one-quarter (1/4) interest provides for three (3) months (i.e. one-quarter interest) of use by such respective purchaser.


(v) LICENSE AGREEMENTS shall mean the Advertising Space Receipt and Confirmation Agreement referred to in paragraph 2(a)(i) of this Agreement; the License and Concession Agreement referred to in paragraph 2(a)(ii)(2) of this Agreement; the Website Hyperlink License Agreement referred to in paragraph 2(a)(iii); the Mailing List Agreements referred to in paragraphs 2(a)(iv) and 2(a)(v) of this Agreement; and the Trademark License Agreements referred to in paragraph 2(a)(xiv).


(w) LLC shall mean Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company.


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(x) MARKS shall mean Big Cedar Marks and Bass Pro Marks.


(y) NET SALES VOLUME shall mean annual sales of timeshare interests less purchaser cancellations or defaults.


(z) PREFERENTIAL TREATMENT shall mean preferred and preferential pricing on a "most favored nation" basis with respect to any and all fees, costs, price reductions, rebates, allowances, expenses or charges as might be offered to any other person, party or enterprise, and at all times at least as favorable to the best pricing offered any other person, party or enterprise.


(aa) RESORT INTEREST PROGRAM shall mean any form of timeshare, interval interest, timeshare exchange, undivided interest program, timeshare club membership, points-based program, or occupancy program, other than as may be offered by the LLC in respect to the Big Cedar Timeshare Project, or offered by Bluegreen or Bluegreen Affiliates, or any Fractional Interest Development offered by Big Cedar or Big Cedar Affiliates or Bass Pro or Bass Pro Affiliates, whereby the use, occupancy or possession of real property has been made subject to a conveyance or a use and such use, conveyance, occupancy or possession circulates among purchasers according to a first come, first serve reservation system, or a floating or fixed time schedule on a periodic, re-occurring basis, over any period of time in excess of one (1) year in duration.


(bb) GENERATION COMMISSION shall mean that certain amount payable by Bluegreen to Big Cedar, which amount shall be an amount equal to seven percent (7%) or three and one half percent (3.5%), as hereafter stated, of the Net Sales Volume of timeshare interests located in Bluegreen's Timeshare Facilities sold by Bluegreen or Bluegreen Affiliates to buyers generated as a result of Big Cedar's, Bass Pro's or Bass Pro Affiliates' promotional, marketing or advertising services provided for under this Agreement, excepting, however, Net Sales Volume arising from sales of any Resort Interests in the Big Cedar Timeshare Project or the Bluegreen Vacation Club, predicated upon conveyance of a Resort Interest at the Big Cedar Timeshare Project for which the Generation Commission is agreed not to be applicable. For purposes of this Agreement, a sale shall be deemed generated as a result of Big Cedar's, Bass Pro's or Bass Pro Affiliates' promotional, marketing or advertising services as provided for in this Agreement, and Big Cedar shall be entitled to seven percent (7%) of the Net Sales Volume of timeshare interests, as aforesaid, if such sale is to a prospect uniquely identified through a service provided by Big Cedar, Bass Pro or a Bass Pro Affiliate under this Agreement, and such prospect accepts a promotional marketing offer from Bluegreen or a Bluegreen Affiliate within one hundred eighty (180) days of delivery of such promotional marketing offer and which prospect acquires a timeshare interest at any time thereafter without additional marketing expense to Bluegreen or a Bluegreen Affiliate, other than the expense of fulfillment of the promotional marketing offer so made, and which prospect generally follows the track as set forth in Exhibit "E" attached hereto and incorporated herein by this reference. In all events, other than when Big Cedar is entitled to the seven percent (7%) above referred to, Big Cedar shall be entitled to a Generation Commission equal to three and one half percent (3.5%) of the Net Sales Volume arising from sales of timeshare interests located in Bluegreen's Timeshare Facilities sold by Bluegreen or Bluegreen Affiliates to buyers (excepting sales of any Resort Interests in the Big Cedar Timeshare Project or Bluegreen Vacation Club, predicated upon conveyance of a Resort Interest at the Big Cedar Timeshare Project) if the purchaser of the timeshare interest is a prospect uniquely identified through a service provided by Big Cedar, Bass Pro or a Bass Pro Affiliate under this Agreement who has accepted a promotional marketing offer from Bluegreen or a Bluegreen Affiliate, and thereafter at any time acquired a timeshare interest, despite additional marketing expense to Bluegreen or a Bluegreen Affiliate. For purposes of the foregoing, a prospect may be deemed unique through production from one source under this Agreement as well as unique through production from another source under this Agreement.


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(cc) TIMESHARE RESORT OR RESORT INTEREST DEVELOPMENT shall mean any vacation ownership interest resort, timeshare resort, club, point-based system, and any arrangement whereby the use, occupancy or possession of real property has been made subject to a conveyance or a use whereby such use, conveyance, occupancy or possession circulates among purchasers according to a first come, first serve reservation system, or a floating or fixed time schedule on a periodic, re-occurring basis, over any period of time in excess of one (1) year in duration.


2. MARKETING AND PROMOTION OF BLUEGREEN'S TIMESHARE FACILITIES AND THE BIG CEDAR TIMESHARE PROJECT.


(a) SERVICES IN GENERAL. During the term of this Agreement, Big Cedar, Bass Pro and Bass Pro Affiliates shall provide promotional, marketing and advertising services, as provided in this Agreement, to Bluegreen and Bluegreen Affiliates for the benefit of the Bluegreen's Timeshare Facilities, and to Bluegreen and the LLC for the benefit of the Big Cedar Timeshare Project. Such promotional, marketing and advertising services shall be provided in the amount and quantities and at such times as specified herein and as may, from time to time, be requested by Bluegreen as respects Bluegreen's Timeshare Facilities and by the LLC as respects the Big Cedar Timeshare Project, subject to such restrictions, limitations and conditions set forth herein. The parties intend that this Agreement shall define the extent and specifics of the promotional, marketing and advertising services to be provided by Big Cedar, Bass Pro and Bass Pro Affiliates to the benefit of Bluegreen, Bluegreen Affiliates and the LLC. Such promotional, advertisement and marketing services and exposure shall include the following primary areas to be provided as set forth hereinbelow by Big Cedar, Bass Pro and Bass Pro Affiliates:


(i) BASS PRO CATALOG.


(1) ADVERTISING. During the term of this Agreement, Bass Pro, Bass Pro Catalog L.P., a Missouri limited partnership and BPS Catalog GP, Inc., a Missouri corporation agree to make advertising, marketing and promotion copy space routinely and consistently available to the LLC and Bluegreen within each Bass Pro Catalog. Bass Pro, Bass Pro Catalog L.P., a Missouri limited partnership and BPS Catalog GP, Inc., a Missouri corporation, by execution hereof, and by execution of the Advertising Space Receipt and Confirmation Agreement, attached hereto as Exhibit "F" and incorporated herein by this reference, agree that such copy space has been paid for by Bluegreen in full. Such space shall be used by the LLC and Bluegreen for advertising, marketing and promotion relating to or connected with the Big Cedar Timeshare Project and Bluegreen's Timeshare Facilities; provided, however, that copy space shall be used to give priority to promotion of the Big Cedar Timeshare Project, and the Big Cedar Timeshare Project's inclusion in the Bluegreen Vacation Club over promotion of Bluegreen's Timeshare Facilities. The LLC and Bluegreen agree to pay Bass Pro Catalog L.P., a Missouri limited partnership a publication cost in accordance with the following: The LLC shall pay Bass Pro Catalog, L.P. for catalog publication costs if the advertising space primarily relates to the Big Cedar Timeshare Project or the Big Cedar Timeshare Project's inclusion in the Bluegreen Vacation Club. Bluegreen shall pay Bass Pro Catalog L.P., a Missouri limited partnership publication costs if the advertising space primarily relates to a Bluegreen Timeshare Facility other than the Big Cedar Timeshare Project or the Big Cedar Timeshare Project's inclusion in the Bluegreen Vacation Club. Payments for publication costs by the LLC or Bluegreen shall be for direct cost of postage, printing, paper, creative, color separation and a fair and reasonable allocation of administrative overhead, at cost, and without markup, on a Preferential Treatment basis. The size and method of the exposure and promotions as respects publications in each Bass Pro Catalog shall be sufficient to establish prominent marketing support for the Big Cedar Timeshare Project and Bluegreen's Timeshare Facilities in amounts not less than one full page per Bass


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Pro Catalog. While the foregoing advertising space shall be made available by Bass Pro, Bass Pro Catalog L.P. and BPS Catalog GP, Inc., nothing herein contained shall require the LLC, Bluegreen nor any Bluegreen Affiliate to use the available space on each and every occasion.


(2) RESTRICTIONS. During the term of this Agreement, except as otherwise provided herein, neither Bass Pro, any Bass Pro Affiliate nor Big Cedar, shall allow, accept, publish, print, include or authorize any advertising, marketing or promotional material in any of the Bass Pro Catalogs, or other respective catalogs or publications published by Bass Pro, Bass Pro Affiliates or Big Cedar, which reference, promote or relate to any Competing Resort; provided, however, that Bass Pro, Bass Pro Affiliates and Big Cedar may accept advertisements or promotions in their respective catalogs, which advertisements or promotions may include therein the name of an enterprise and its respective property so long as such advertisements or promotions do not promote, advertise or market Resort Interest Programs relating to such enterprise or prospects respecting the foregoing, nor does such advertisement or promotion constitute a timeshare resort advertisement, nor do the properties included in such advertisements constitute a timeshare resort or Resort Interest Programs. Nothing herein contained shall limit the right of Bass Pro or Bass Pro Affiliates to sell their retail products in stores and catalogs to other purchasers, even though such purchasers may be in competition with the LLC or Bluegreen (such as sales of retail products to Opryland, Disney World, John Q. Hammons Industries and other similar enterprises). Bass Pro and Bass Pro Affiliates may advertise such companies and other resorts in Bass Pro Shops and within the Bass Pro Catalogues, so long as Bass Pro and Bass Pro Affiliates do not promote or market Resort Interest Programs of such companies, nor do the resorts advertised include or contain any Resort Interest Programs nor efforts to market Resort Interest Programs.


(ii) BASS PRO SHOPS


(1) During the term of this Agreement, Bass Pro and Bass Pro Outdoor World LLC, a Missouri limited liability company and Worldwide Sportsman, Inc., a South Carolina corporation (and any other future affiliate of any of the foregoing as may relate to future Bass Pro Shops) shall cause and permit marketing and advertising exposure and promotions of Big Cedar Timeshare Project and Bluegreen's Timeshare Facilities to be provided to the benefit of the LLC, Bluegreen and Bluegreen Affiliates in and from Bass Pro Shops. Bass Pro and Bass Pro Outdoor World LLC, a Missouri limited liability company and Worldwide Sportsman, Inc., a South Carolina corporation agree that such marketing and advertising exposure and promotions shall be routinely and consistently available in and from such Bass Pro Shops. Additionally, the agreements herein regarding use of Bass Pro Shops is made by Bass Pro in respect to future Bass Pro Shops as may exist whether owned or operated by Bass Pro, any Bass Pro Affiliate or any future or to be formed affiliate of Bass Pro. Accordingly, Bass Pro and Bass Pro Outdoor World LLC, a Missouri limited liability company and World Wide Sportsman, Inc., a South Carolina corporation, the LLC and Bluegreen agree as follows:


(2) FLOOR SPACE. During the term of this Agreement and by execution hereof, Bass Pro and Bass Pro Outdoor World LLC, a Missouri limited liability company and World Wide Sportsman, Inc., a South Carolina corporation, do hereby irrevocably license to Bluegreen and the LLC for the use by the LLC and Bluegreen, floor space marketing areas for promotional purposes, including kiosk space, in each Bass Pro Shop, now or hereafter existing, on the terms and conditions set forth herein. It is agreed that Bass Pro and Bass Pro Affiliates agree that use of the floor space by Bluegreen and the LLC has been paid for in full and no rent cost or expense shall be due or payable therefor by Bluegreen or the LLC; provided the actual expenses of telephone and facilities included in the promotional space, including kiosk space, by the LLC or Bluegreen, and personnel staffing of such space shall be paid by Bluegreen or the LLC as provided herein. All personnel staffing the kiosk will be employed by Bluegreen, and the LLC shall reimburse Bluegreen for the full portion of such expenses, including benefits paid to such employees, if the primary benefit of the floor space is to the LLC. Bass Pro, Bass Pro Outdoor World, LLC and World Wide Sportsman, Inc. and Bluegreen shall, upon execution


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hereof, execute for each Bass Pro Shop that certain License and Concession Agreement attached hereto as Exhibit "G-1" and incorporated herein by this reference. The minimum total floor space marketing area for promotional purposes in each Bass Pro Shop, except such floor space marketing areas as may be located at Islamorada, Florida, is one hundred (100) square feet used singularly or in multiple separate areas in and throughout each Bass Pro Shop. The floor space marketing area in the Islamorada, Florida Bass Pro Shop is determined by the reasonable, mutual agreement of both parties following execution hereof. The configuration of such floor space marketing areas shall be determined, from time to time by Bluegreen and Bass Pro, as may mutually be agreed from time to time; provided, however, that in the absence of any agreement otherwise, the schematic plans attached hereto as Exhibit "G-2," are deemed to be acceptable configurations and locations for use of the floor space marketing areas by Bluegreen and the LLC. The entirety of the floor space marketing areas shall not exceed one hundred (100) square feet in each store (subject to such greater area as provided herein). Floor space marketing areas contained within the Bass Pro Shops located in Springfield, Missouri; Nashville, Tennessee; Dallas, Texas; Houston, Texas; Chicago, Illinois; and Detroit, Michigan, may, upon subsequent agreement of Bass Pro and Bluegreen, be increased to one thousand (1,000) square feet of floor space marketing area (provided such additional space shall not interfere with the customary and normal operations of such retail store), upon establishment that the minimum floor space in the foregoing stores is effectively producing prospects in respect to the Big Cedar Timeshare Project or Bluegreen's Timeshare Facilities. All floor space marketing areas shall be located to effectively promote, market and advertise the Big Cedar Timeshare Project and Bluegreen's Timeshare Facilities. Floor space marketing areas may be used for establishment of kiosks, interactive computers, a stepped marketing track or program through which prospective consumers may proceed, or such alternative similar uses as may be determined by the LLC and Bluegreen. The location of the kiosks, computers, marketing tracks or similar uses, shall not interfere with the customary and normal retail operations of the respective Bass Pro Store and the establishment and placement of the foregoing shall be located consistent with the mutual agreement of Bluegreen and Bass Pro, or in the absence of such agreement, consistent with the attached schematic plan. Any modifications regarding the location of the floor space and the foregoing particulars (i.e. kiosks, interactive computers, marketing track, etc.) inconsistent with the schematic plan referenced above, shall only occur upon approval of Bass Pro, whose approval shall not be unreasonably withheld or denied. All potential sales prospects who are originated from contact at any of such floor space marketing areas shall not be limited to marketing or sales for any particular or specific Bluegreen Timeshare Facility or the Big Cedar Timeshare Project; provided, however, that the floor space marketing areas located in the Bass Pro Shops located in Springfield, Missouri; Nashville, Tennessee; Dallas, Texas; Houston, Texas; Chicago, Illinois, and Detroit, Michigan, shall be primary floor space marketing areas devoted to the Big Cedar Timeshare Project and the Big Cedar Timeshare Project's inclusion in the Bluegreen Vacation Club from and after such time as the ...