Final


FIFTH AMENDED AND RESTATED STANDARD
DEFINITIONS


Rules of Construction. In these Standard
Definitions and with respect to the Transaction Documents (as defined below), (a) the meanings of defined terms are equally applicable
to the singular and plural forms of the defined terms, (b) in any Transaction Document, the words “hereof,” “herein,”
“hereunder” and similar words refer to such Transaction Document as a whole and not to any particular provisions of
such Transaction Document, (c) any subsection, Section, Article, Annex, Schedule and Exhibit references in any Transaction Document
are to such Transaction Document unless otherwise specified, (c) the term “documents” includes any and all documents,
instruments, agreements, certificates, indentures, notices and other writings, however evidenced (including electronically), (d)
the term “including” is not limiting and (except to the extent specifically provided otherwise) shall mean “including
(without limitation)”, (e) unless otherwise specified, in the computation of periods of time from a specified date to a later
specified date, the word “from” shall mean “from and including,” the words “to” and “until”
each shall mean “to but excluding,” and the word “through” shall mean “to and including” and
(f) the words “may” and “might” and similar terms used with respect to the taking of an action by any Person
shall reflect that such action is optional and not required to be taken by such Person.


“ACH Form”
shall mean the ACH authorization form executed by Obligors substantially in the form attached as Exhibit C to each of the Sale
Agreement and the Purchase Agreement.


“Act”
shall have the meaning specified in Section 1.4 of the Indenture.


“Additional
Approved Opinion Resort” shall mean a Resort (1) for which Bluegreen shall have provided such due diligence materials
as the Agent may reasonably request, (2) for which the Agent shall have received a favorable written opinion of local counsel relating
to such timeshare and real estate law issues as the Agent may reasonably request and (3) for which the Agent shall have approved
in writing as a Resort for which the Seller and the Depositor may sell Timeshare Loans secured by Timeshare Properties at such
Resort pursuant to the Purchase Agreement and Sale Agreement, respectively.


“Additional
Approved Non-Opinion Resort” shall mean a Resort (1) for which Bluegreen shall have provided such due diligence materials
as the Agent may reasonably request and (2) for which the Agent shall have approved in writing as a Resort for which the Seller
and the Depositor may sell Timeshare Loans secured by Timeshare Properties at such Resort pursuant to the Purchase Agreement and
the Sale Agreement, respectively.


“Additional
Servicing Compensation” shall mean any late fees related to late payments on the Timeshare Loans, any non-sufficient
funds fees, any processing fees and any Liquidation Expenses collected by and due to the Servicer, any refunds paid by the Servicer
as a result of overpayments on payoffs and any unpaid out-of-pocket expenses incurred by the Servicer during the related Due Period.






    	 



    	 



    
“Adjusted
Tangible Net Worth” means (i) its Tangible Net Worth at September 30, 2012 less (ii) the TNW Merger Adjustment, if any.


“Administration
Agreement” shall mean the administration agreement, dated as of May 1, 2006, by and among the Administrator, the Owner
Trustee, the Issuer and the Indenture Trustee, as amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof.


“Administrator”
shall mean Bluegreen or any successor under the Administration Agreement.


“Administrator
Fee” shall equal on each Payment Date an amount equal to the product of (i) one-twelfth and
(ii) (A) if Bluegreen or an affiliate thereof is the Administrator, $1,000.00 and (B) if Wilmington Trust Company is the Administrator,
$20,000.00.


“Adverse
Claim” shall mean any claim of ownership or any lien, security interest, title retention, trust or other charge or encumbrance,
or other type of preferential arrangement having the effect or purpose of creating a lien or security interest, other than the
interests created under the Indenture or any other Transaction Document in favor of the Indenture Trustee and the Noteholders.


“Affiliate”
shall mean any Person: (a) which directly or indirectly controls, or is controlled by, or is under common control with such Person;
(b) which directly or indirectly beneficially owns or holds five percent (5%) or more of the voting stock of such Person; or (c)
for which five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by such Person;
provided, however, that under no circumstances shall the (i) Owner Trustee be deemed to be an Affiliate of the Issuer,
the Depositor or the Trust Owner, nor shall any of such parties be deemed to be an Affiliate of the Owner Trustee or (ii) Bluegreen
be deemed an Affiliate of any 5% or greater shareholder of Bluegreen or any Affiliate of such shareholder who is not a Direct Affiliate
(as defined herein) of Bluegreen, nor shall any such shareholder be deemed to be an Affiliate of Bluegreen. The term “control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, only entities
included in Bluegreen’s GAAP consolidated financial statements shall be Affiliates of Bluegreen (a “Direct Affiliate”).


“Agent”
shall mean Branch Banking and Trust Company, a North Carolina corporation and its successors and assigns under the Note Funding
Agreement.


“Aggregate
Initial Loan Balance” shall mean the sum of all the Cut-Off Date Loan Balances.


“Aggregate
Initial Note Balance” shall mean the sum of all Borrowings on each Funding Date.


“Aggregate
Loan Balance” means the sum of the Loan Balances for all Timeshare Loans.






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“Aggregate
Outstanding Note Balance” is equal to the sum of the Outstanding Note Balances for all Classes of Notes.


“Aggregate
Principal Distribution Amount” shall equal on each Payment Date, the amount of principal that must be repaid on all Classes
of Notes such that a Borrowing Base Deficiency will not occur, giving effect to distributions made pursuant to Section 3.4(a)(xv)
– (xix) of the Indenture on each Payment Date; provided, however, after the end of the Term-Out Period, the
Aggregate Principal Distribution Amount shall equal the Aggregate Outstanding Note Balance.


“Amendment
Date” shall mean December 24, 2012.


“Approved
Resort” shall mean as the context shall require, an Initial Approved Opinion Resort, an Initial Approved Non-Opinion
Resort, an Additional Approved Opinion Resort and/or an Additional Approved Non-Opinion Resort.


“Aruba Club
Loans” shall mean all timeshare loans originated by the Aruba Originator on or after January 26, 2004 each secured by
Co-op Shares, which entitle the owner thereof to use and occupy a fixed Unit at La Cabana Resort.


“Aruba Loans”
shall mean collectively, the Aruba Club Loans and the Aruba Non-Club Loans.


“Aruba Non-Club
Loans” shall mean timeshare loans originated by the Aruba Originator prior to January 26, 2004, each evidenced by a Finance
Agreement for the purchase of Co-op Shares.


“Aruba Originator”
shall mean Bluegreen Properties, N.V., an Aruba corporation.


“Assignment
of Mortgage” shall mean, with respect to a Deeded Club Loan, a written assignment of one or more Mortgages from the related
Originator or Seller to the Indenture Trustee, for the benefit of the Noteholders, relating to one or more Timeshare Loans in recordable
form, and signed by an Authorized Officer of all necessary parties, sufficient under the laws of the jurisdiction wherein the related
Timeshare Property is located to give record notice of a transfer of such Mortgage and its proceeds to the Indenture Trustee.


“Association”
shall mean the not-for-profit corporation or cooperative association responsible for operating a Resort.


“Assumption
Date” shall have the meaning specified in the Backup Servicing Agreement.


“Authorized
Officer” shall mean, with respect to any corporation, limited liability company or partnership, the Chairman of the Board,
the President, any Senior Vice President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant
Treasurer, managing member, board of managers, and each other officer of such corporation or limited liability company or the general
partner of such partnership specifically authorized in resolutions of the board of directors, managing member or board of managers
of such corporation or limited liability company, as the case may be, to sign agreements, instruments or other documents in connection
with the Indenture on behalf of such corporation, limited liability company or partnership, as the case may be.






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“Available
Commitment” shall mean, on any day for a Committed Purchaser, such Purchaser’s Commitment in effect on such day
minus such Purchaser’s pro rata interest (calculated on the basis of advances made by such Purchaser in respect of
Borrowings,) in the Outstanding Note Balance of each Class of Notes on such day.


“Available
Funds” shall mean for any Payment Date, (A) all funds on deposit in the Collection Account after making all transfers
and deposits required from (i) the Lockbox Account pursuant to the Lockbox Agreement, (ii) the General Reserve Account pursuant
to Section 3.2(b) of the Indenture, (iii) the Seller or the Depositor, as the case may be, pursuant to Section 4.6 of the Indenture,
(iv) the Servicer pursuant to the Indenture, (v) any payment received in respect of any Hedge Agreement, plus (B) all investment
earnings on funds on deposit in the Collection Account from the immediately preceding Payment Date through such Payment Date, less
(C) amounts on deposit in the Collection Account related to collections related to any Due Periods subsequent to the Due Period
related to such Payment Date, less (D) any Additional Servicing Compensation on deposit in the Collection Account, less (E) Misdirected
Deposits, if any.


“Backup Servicer”
shall mean Concord Servicing Corporation, an Arizona corporation, and its permitted successors and assigns.


“Backup Servicing
Agreement” shall mean the backup servicing agreement, dated as of May 1, 2006, by and among the Issuer, the Depositor,
the Servicer, the Backup Servicer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.


“Backup Servicing
Fee” shall on each Payment Date (so long as Concord Servicing Corporation is the Backup Servicer), be equal to:


(A) prior to the removal
or resignation of Bluegreen, as Servicer, the greater of (i) $1,000.00 and (ii) the product of (1)(x) $0.10 and (y) the number
of Timeshare Loans in the Trust Estate at the end of the related Due Period up to 20,000 and (2)(x) $0.075 and (y) the number of
Timeshare Loans in the Trust Estate at the end of the related Due Period in excess of 20,000, and


(B) after the removal
or resignation of Bluegreen, as Servicer, an amount equal to the product of (i) one-twelfth of 1.50% and (ii) the Aggregate Loan
Balance as of the first day of the related Due Period.


“Bankruptcy
Code” shall mean the federal Bankruptcy Code, as amended (Title 11 of the United States Code).


“Beneficiary”
shall be as defined in the Club Trust Agreement.






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“Benefit
Plan” shall mean an “employee benefit plan” as defined in Section 3(3) of ERISA, or any other “plan”
as defined in Section 4975(e)(1) of the Code, that is subject to the prohibited transaction rules of ERISA or of Section 4975 of
the Code or any plan that is subject to any substantially similar provision of federal, state or local law.


“Bluegreen”
shall mean Bluegreen Corporation, a Massachusetts corporation, and its permitted successors and assigns.


“Bluegreen
Club Resort” shall mean a Resort where Bluegreen acquired or developed a significant number of vacation ownership interests
associated with such Resort, even if substantially all of the vacation ownership interests have been sold to consumers.


“Borrowing”
shall mean a borrowing made by the Issuer pursuant to the terms and conditions of the Indenture and the Note Funding Agreement.


“Borrowing
Base” shall mean, on any Determination Date, an amount equal to the product of (x) the Borrowing Base Percentage and
(y)(1) the Aggregate Loan Balance as of the close of business on the last day of the related Due Period less (2) without duplication,
(A) the Excluded Loan Balance, (B) the aggregate Loan Balance of all Defaulted Timeshare Loans, (C) the aggregate Loan Balance
of Timeshare Loans that are determined to be Defective Timeshare Loans as of the close of business on the last day of the related
Due Period and (D) the aggregate Loan Balance of all Qualified Substitute Timeshare Loans for which a Custodian’s Certification
delivered pursuant to the terms of the Custodial Agreement by the Determination Date for the related Due Period has not been received
by the Agent and the Servicer.


“Borrowing
Base Percentage” shall mean, on the Determination Date, the lower of (i) the Aggregate Outstanding Note Balance
as of the end of the related Due Period, divided by the sum of (A) (1) the Aggregate Loan Balance as of the close of business
on the day prior to the first day of the related Due Period less (2) without duplication, (a) the Excluded Loan Balance, (b)
the aggregate Loan Balance of all Defaulted Timeshare Loans, (c) the aggregate Loan Balance of Timeshare Loans that are determined
to be Defective Timeshare Loans as of the close of business on the last day of the related Due Period and (d) the aggregate Loan
Balance of all Qualified Substitute Timeshare Loans for which a Custodian’s Certification delivered pursuant to the terms
of the Custodial Agreement by the Determination Date for the related Due Period has not been received by the Agent and the Servicer and
(B) the Aggregate Loan Balance of Funding Date Timeshare Loans related to all Borrowings that occurred during the related
Due Period; (ii) the Borrowing Base Percentage calculated for the immediately prior Determination Date, and (iii) 100% less
the percentage credit enhancement required by the Rating Agency to achieve a rating of “BBB” (or the equivalent) with
respect to a securitization of timeshare loans similar to the Timeshare Loans in the Trust Estate plus, in the case of clause (iii)
only, 2.0%. With respect to clause (iii) of this definition, the percentage credit enhancement shall be determined either by special
request to the Rating Agency or by reference to recent securitization transactions of timeshare loans originated by Bluegreen and
its Affiliates.


“Borrowing
Base Deficiency” shall mean on any Determination Date, the excess if any, of the Aggregate Outstanding Note Balance as
of the last day of the related Due Period over the Borrowing Base as of such Determination Date.






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“Borrowing
Notice” shall have the meaning specified in Section 2.1(d) of the Note Funding Agreement.


“Boyne Resort”
shall mean the Resort located in Michigan known as Mountain Run at BoyneTM.


“Business
Day” shall mean any day other than (i) a Saturday, a Sunday, (ii) a day on which banking institutions in New York City,
Wilmington, Delaware, the State of Florida, the city in which the Servicer is located or the city in which the Corporate Trust
Office of the Indenture Trustee is located are authorized or obligated by law or executive order to be closed or (iii) a day on
which the Bond Market Association recommends to be closed.


“Casa del
Mar Resort” shall mean the Resort located in Florida known as Casa del Mar Beach ResortTM.


“Cash Accumulation
Event” shall exist on any Determination Date if (A) for the last six Due Periods, the average Delinquency Level (Trust
Estate) for Timeshare Loans is greater than 8%, or (B) for the last six Due Periods, the average Default Level (Trust Estate) is
greater than 10%. A Cash Accumulation Event shall be deemed to be continuing until waived by the Agent in its sole discretion.


“Certificate”
shall mean a Trust Certificate or a Residual Interest Certificate, as applicable.


“Certificate
Distribution Account” shall have the meaning specified in Section 5.01 of the Trust Agreement.


“Certificate
of Trust” shall mean the Certificate of Trust in the form attached as Exhibit A to the Trust Agreement.


“Certificateholders”
shall mean the holders of the Certificates.


“Class”
shall mean, as the context may require, any of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes or the
Class E Notes.


“Class A
Notes” shall have the meaning specified in the Recitals of the Issuer in the Indenture.


“Class B
Notes” shall have the meaning specified in the Recitals of the Issuer in the Indenture.


“Class C
Notes” shall have the meaning specified in the Recitals of the Issuer in the Indenture.


“Class D
Notes” shall have the meaning specified in the Recitals of the Issuer in the Indenture.






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“Class E
Notes” shall have the meaning specified in the Recitals of the Issuer in the Indenture.


“Clean-up
Call Date” shall mean the first date on which the Aggregate Outstanding Note Balance is less than or equal to 10% of
the then Aggregate Initial Note Balance.


“Closing
Date” shall mean May 25, 2006.


“Club”
shall mean Bluegreen Vacation Club Trust, formed pursuant to the Club Trust Agreement, doing business as Bluegreen Vacation Club.


“Club Loans”
means, collectively, the Deeded Club Loans and the Aruba Club Loans.


“Club Management
Agreement” shall mean that certain Amended and Restated Management Agreement between the Club Managing Entity and the
Club Trustee, dated as of May 18, 1994, as amended from time to time.


“Club Managing
Entity” shall mean Bluegreen Resorts Management, Inc., a Delaware corporation, in its capacity as manager of the Club
and owner of the Club’s reservation system, and its permitted successors and assigns.


“Club Originator”
shall mean Bluegreen, in its capacity as an Originator.


“Club Trust
Agreement” shall mean, collectively, that certain Bluegreen Vacation Club Trust Agreement, dated as of May 18, 1994,
by and between the Developer and the Club Trustee, as amended, restated or otherwise modified from time to time, together with
all other agreements, documents and instruments governing the operation of the Club.


“Club Trustee”
shall mean Vacation Trust, Inc., a Florida corporation, in its capacity as trustee under the Club Trust Agreement, and its permitted
successors and assigns.


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time and any successor statute, together with the rules and
regulations thereunder.


“Collection
Account” shall mean the account established and maintained by the Indenture Trustee pursuant to Section 3.2(a) of the
Indenture.


“Collection
Policy” shall mean the collection policy of the initial servicer, in effect on the Amendment Date, attached to the Indenture
as Exhibit J, as the same may be amended from time to time in accordance with the Indenture.


“Collections”
shall mean all amounts received in connection with a Timeshare Loan.


“Committed
Purchaser” shall mean any Purchaser which has a Commitment as set forth in its respective Joinder Supplement and any
Assignee of such Purchaser to the extent of the portion of such Commitment assumed by such Assignee pursuant to its respective
Transfer Supplement (so long as the Commitments are in effect).






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“Commitment”
shall mean with respect to a Committed Purchaser, the maximum amount of such Purchaser’s commitment to make advances to the
Issuer as set forth in the Joinder Supplement or the Transfer Supplement by which such Purchaser became a party to the Note Funding
Agreement.


“Commitment
Expiration Date” shall be December 17, 2013 or such later date as specified in writing to the Issuer by all Committed
Purchasers in their sole discretion (and as mutually agreed by the Issuer) or such earlier date on which all Commitments have been
terminated.


“Commitment
Percentage” shall mean with respect to a Committed Purchaser, such Purchaser’s Commitment as a percentage of all
Commitments.


“Completed
Unit” shall mean a Unit at a Resort which has been fully constructed and furnished, has received a valid permanent certificate
of occupancy or its equivalent, is ready for occupancy and is subject to a time share declaration.


“Confidential
Information” means information obtained by any Noteholder including, without limitation, related to the Notes and the
Transaction Documents, that is proprietary in nature and that was clearly marked or labeled as being confidential information of
the Issuer, the Servicer or their Affiliates, provided that such term does not include information that (a) was publicly known
or otherwise known to the Noteholder prior to the time of such disclosure, (b) subsequently becomes publicly known through no act
or omission by such Noteholder or any Person acting on its behalf, (c) otherwise becomes known to the Noteholder other than through
disclosure by the Issuer, the Servicer or their Affiliates or (d) any other public disclosure authorized by the Issuer or the Servicer.


“Consolidated
Net Worth” shall mean on a consolidated basis for Bluegreen and its subsidiaries, at any date, (i) the sum of (a) capital
stock taken at par or stated value plus (b) capital of Bluegreen in excess of par or stated value relating to capital stock plus
(c) accumulated other comprehensive income plus (d) retained earnings (or minus any retained earning deficit) of Bluegreen, determined
in accordance with GAAP minus (ii) the sum of treasury stock, capital stock subscribed for and unissued and other contra-equity
accounts, determined in accordance with GAAP.


“Continued
Errors” shall have the meaning specified in Section 5.4 of the Indenture.


“Conversion
Loan” shall mean a loan originated to finance the fee related to the conversion of an Oasis Lakes Loan, a non-Club RDI
Loan, an Aruba Non-Club Loan or other non-Club Loan to a Club Loan.


“Co-op Shares”
shall mean a share certificate issued by the timeshare cooperative association of La Cabana Resort.






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“Corporate
Trust Office” shall mean the office of the Indenture Trustee located in the State of Minnesota, which office is at the
address set forth in Section 13.3 of the Indenture.


“Credit Card
Account” shall mean the deposit account (account number 005566378569) established at the Lockbox Bank, which shall be
a non-interest bearing account.


“Credit Card
Timeshare Loan” shall mean a Timeshare Loan where the Obligor makes its payments due on such Timeshare Loan with credit
card payment arrangements.


“Credit Policy”
shall mean the credit and underwriting policy of the Originators, in effect on the Amendment Date, attached to the Indenture as
Exhibit K, as the same may be amended from time to time in accordance with the Indenture.


“Custodial
Agreement” shall mean the custodial agreement, dated as of May 1, 2006 by and among the Issuer, the Depositor, the Servicer,
the Backup Servicer, and the Indenture Trustee and Custodian, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof providing for the custody and maintenance of the Timeshare Loan Documents relating
to the Timeshare Loans.


“Custodian”
shall mean U.S. Bank National Association, a national banking association, or its permitted successors and assigns.


“Custodian
Fees” shall mean for each Payment Date, the fee payable by the Issuer to the Custodian in accordance with the Custodial
Agreement.


“Cut-Off
Date” shall mean with respect to a Timeshare Loan, the date specified in the Schedule of Timeshare Loans as the date
after which all subsequent Collections related to such Timeshare Loans are sold by the Seller to the Depositor and by the Depositor
to the Issuer.


“Cut-Off
Date Loan Balance” shall mean the Loan Balance of a Timeshare Loan on its related Cut-Off Date.


“Deeded Club
Loan” shall mean a timeshare loan (including a Wilderness Loan) originated by the Club Originator and evidenced by a
Mortgage Note and secured by a first Mortgage on a fractional fee simple timeshare interest in a Unit or an undivided interest
in a Resort (or a phase thereof) associated with a Unit.


“Default”
shall mean an event which, but for the passage of time or the giving of notice or both, would constitute an Event of Default under
the Indenture.


“Default
Level (Trust Estate)” shall mean for any Due Period, the product of (i) 12 and (ii) the sum of the Loan Balances of Timeshare
Loans in the Trust Estate that became Defaulted Timeshare Loans during such Due Period less the Loan Balances of Defaulted Timeshare
Loans that subsequently became current during such Due Period which are still subject to the Lien of the Indenture at such time,
divided by the Aggregate Loan Balance of all Timeshare Loans in the Trust Estate on the last day of such Due Period (expressed
as a percentage).






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“Default
Level (Portfolio)” shall mean for any Test Date, the product of (i) 12 and (ii) (A) the sum of the Loan Balances of Portfolio
Loans serviced by the Servicer for which all or a part of a scheduled payment became more than 120 days delinquent (other than
if such payment relates to the first or second payment (which for the avoidance of doubt shall not be used in any manner for these
calculations)) from the related due date as of the end of the related calendar month less the Loan Balances of such Timeshare Loans
that subsequently became current during such calendar month, divided by (B) the Aggregate Loan Balance of all Portfolio Loans serviced
by the Servicer on the last day of such calendar month (expressed as a percentage).


“Defaulted
Timeshare Loan” is any Timeshare Loan for which any of the following events may
have occurred: (i) the Servicer has commenced cancellation or termination proceedings on the related Timeshare Loan after
collection efforts have failed in accordance with its Collection Policy or (ii) as of the last day of any Due Period, all or part
of a scheduled payment under the Timeshare Loan is more than 90 days delinquent from the related due date.


“Defective
Timeshare Loan” shall have the meaning specified in Section 4.6 of the Indenture.


“Delinquency
Level (Trust Estate)” shall mean for any Due Period, an amount equal to the sum of the Loan Balances of Timeshare Loans
(other than Defaulted Timeshare Loans) in the Trust Estate that are 31 days or more delinquent on the last day of such Due Period
divided by the Aggregate Loan Balance of all Timeshare Loans in the Trust Estate as of the last day of such Due Period (expressed
as a percentage).


“Delinquency
Level (Portfolio)” shall mean for any Test Date, an amount equal to the sum of the Loan Balances of Portfolio Loans (other
than the sum of the Loan Balances of Portfolio Loans serviced by the Servicer for which all or a part of a scheduled payment is
more than 120 days delinquent from the related due date as of the end of the related calendar month) at such Test Date serviced
by the Servicer that are 31 days or more delinquent as of such Test Date divided by the Aggregate Loan Balance of all Portfolio
Loans serviced by the Servicer as of such Test Date (expressed as a percentage).


“Depositor”
shall mean Bluegreen Timeshare Finance Corporation I, a Delaware Corporation, and its permitted successors and assigns.


“Determination
Date” shall mean with respect to any Payment Date, the day that is five Business Days prior to such Payment Date.


“Developer”
shall mean Bluegreen Vacations Unlimited, Inc., a Florida corporation, and its permitted successors and assigns.


“Due
Period” shall mean with respect to any Payment Date, the period from the 16th day of the second preceding
calendar month to the 15th day of the preceding calendar month. The initial Due Period for the Initial Payment Date,
shall be the period beginning on the day after the initial Cut-Off Date and ending on, and including, the 15th day of
the month immediately succeeding the initial Cut-Off Date.






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“Eligible
Bank Account” shall mean a segregated account, which may be an account maintained by the Indenture Trustee, which is
maintained with a depository institution or trust company whose long-term unsecured debt obligations are rated at least “BBB”
by S&P and whose short-term unsecured obligations are rated at least “A-2” by S&P.


“Eligible
Investments” shall mean one or more of the following:


(a)   
obligations of, or guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality
thereof when such obligations are backed by the full faith and credit of the United States;


(b)  
federal funds, certificates of deposit, time deposits and bankers’ acceptances, each of which shall not have an original
maturity of more than 90 days, of any depository institution or trust company incorporated under the laws of the United States
or any state; provided that the long-term unsecured debt obligations of such depository institution or trust company at the date
of acquisition thereof have been rated in one of the three highest rating categories available from S&P; and provided, further,
that the short-term obligations of such depository institution or trust company shall be rated in the highest rating category by
S&P;


(c)   
commercial paper or commercial paper funds (having original maturities of not more than 90 days) of any corporation incorporated
under the laws of the United States or any state thereof; provided that any such commercial paper or commercial paper funds shall
be rated in the highest short-term rating category by S&P;


(d)  
any no-load money market fund rated (including money market funds managed or advised by the Indenture Trustee or an Affiliate
thereof) in the highest short-term rating category or equivalent highest long-term rating category by S&P; provided that, Eligible
Investments purchased from funds in the Eligible Bank Accounts shall include only such obligations or securities that either may
be redeemed daily or mature no later than the Business Day next preceding the next Payment Date; or


(e)   
demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by, or federal funds sold by
any depository institution or trust company (including the Indenture Trustee or any Affiliate of the Indenture Trustee, acting
in its commercial capacity) incorporated under the laws of the United States of America or any State thereof and subject to supervision
and examination by federal and/or state authorities, so long as, at the time of such investment, the commercial paper or other
short-term deposits of such depository institution or trust company are rated at least A-1 by S&P;


and provided, further,
that (i) no instrument shall be an Eligible Investment if such instrument evidences a right to receive only interest payments with
respect to the obligations underlying such instrument, and (ii) no Eligible Investment may be purchased at a price in excess of
par. Eligible Investments may include those Eligible Investments with respect to which the Indenture Trustee or an Affiliate thereof
provides services.






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“Eligible
Owner Trustee” shall have the meaning specified in Section 10.01 of the Trust Agreement.


“Eligible
Timeshare Loan” shall mean a Timeshare Loan which satisfied the representations and warranties set forth in Schedule
I of the Purchase Agreement and the Sale Agreement on the date such Timeshare Loan was transferred by Bluegreen to the Depositor
pursuant to the Purchase Agreement and by the Depositor to the Issuer pursuant to the Sale Agreement; provided, however,
that any Timeshare Loan that becomes a Defaulted Timeshare Loan shall cease to be an Eligible Timeshare Loan; provided,
further, as of any Determination Date that any Qualified Substitute Timeshare Loan for which a Custodian’s Certification
delivered pursuant to the terms of the Custodial Agreement is not received by the Agent and the Servicer, shall cease to be an
Eligible Timeshare Loan.


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


“Errors”
shall have the meaning specified in Section 5.4 of the Indenture.


“Event of
Default” means any one of the following events:


(a)a default
in the making of Interest Distribution Amounts, Principal Distribution Amounts or any other payments in respect of any Note when
such become due and payable, and continuance of such default for three Business Days;


(b)a non-monetary
default in the performance, or breach, of any covenant of the Issuer, the Servicer, the Depositor or the Club Trustee in the Indenture
or other Transaction Document (other than a covenant dealing with a default in the performance of which, or the breach of which,
is specifically dealt with elsewhere in this definition or as a Servicer Event of Default) and the continuance of such default
or breach for a period of 30 days (or, if the defaulting party shall have provided evidence satisfactory to the Agent at its sole
discretion (1) that such breach cannot be cured in the 30-day period, (2) that such breach can be cured within an additional 30-day
period and (3) that it is diligently pursuing a cure, then 60 days) after the earlier of (x) the Issuer first acquiring Knowledge
thereof, and (y) the Indenture Trustee's or Agent’s giving written notice thereof to the Issuer; provided, however,
that if such default or breach is in respect of (1) the negative covenants contained in Section 8.6(a)(i) or (ii) of the Indenture
or (2) a breach that cannot be cured, there shall be no grace period whatsoever; or


(c)if any representation
or warranty of the Issuer, the Servicer, the Depositor or the Club Trustee made in the Indenture or other Transaction Document
shall prove to be incorrect in any material respect as of the time when the same shall have been made, and such breach is not remedied
within 30 days (or, if the defaulting party shall have provided evidence satisfactory to the Agent at its sole discretion (1) that
such representation or warranty cannot be cured in the 30-day period, (2) that such representation or warranty can be cured within
an additional 30-day period and (3) that it is diligently pursuing a cure, then 60 days) after the earlier of (x) the Issuer first
acquiring Knowledge thereof, and (y) the Indenture Trustee's or Agent’s giving written notice thereof to the Issuer; provided,
however, if such breach is in respect of a representation or warranty that cannot be cured, there shall be no grace period
whatsoever; or






    	- 12 -



    	 



    
(d)the entry
by a court having jurisdiction over the Issuer of (i) a decree or order for relief in respect of the Issuer in an involuntary case
or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree
or order adjudging the Issuer as a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment, or composition of or in respect of the Issuer under any applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Issuer, or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or


(e)the commencement
by the Issuer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or
other similar law or of any other case or proceeding to be adjudicated as a bankrupt or insolvent, or the consent by either to
the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Issuer or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the Issuer's failure to pay its debts generally as they become
due, or the taking of corporate action by the Issuer in furtherance of any such action; or


(f)the Issuer
becoming subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or


(g)the impairment
of the validity of any security interest of the Indenture Trustee in the Trust Estate in any material respect, except as expressly
permitted under the Transaction Documents, or the creation of any material encumbrance on or with respect to the Trust Estate or
any portion thereof not otherwise permitted, which is not stayed or released within ten (10) days of the Issuer having Knowledge
of its creation; or


(h)the failure
by the Club Originator to repurchase any Defective Timeshare Loan or provide a Qualified Substitute Timeshare Loan for a Defective
Timeshare Loan to the extent required under the terms of Purchase Agreement; or


(i)the occurrence
and continuance of a Servicer Event of Default.


“Exchange
Act” shall mean the United Stated Securities Exchange Act of 1934, as amended.






    	- 13 -



    	 



    
“Excluded
Loan Balance” shall mean on any date of determination, without duplication, the sum of the following:


(a)the
amount by which the aggregate Loan Balance of Eligible Timeshare Loans relating to an Obligor or group of Affiliate Obligors exceeds
the greater of (i) $50,000 and (ii) 0.50% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus


(b)the
amount by which the aggregate Loan Balance of any Eligible Timeshare Loans relating to any Obligor or Affiliate Obligors exceeds
$100,000, plus


(c)the amount
by which the aggregate Loan Balance of Aruba Loans relating to Obligors that are non-United States resident exceeds 40% of the
Aggregate Loan Balance of all Aruba Loans, plus


(d)the amount
by which the aggregate Loan Balance of Eligible Timeshare Loans relating to Obligors that are non-United States residents exceeds
5% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus


(e)the amount
by which the aggregate Loan Balance of Eligible Timeshare Loans relating to Aruba Loans exceeds 5% of the Aggregate Loan Balance
of all Eligible Timeshare Loans, plus


(f)the amount
by which the aggregate Loan Balance of Eligible Timeshare Loans relating to Aruba Loans exceeds 5% of the Maximum Facility Balance,
plus


(g)the amount
of the aggregate Loan Balance of Eligible Timeshare Loans with a Timeshare Loan Rate of less than 14.40% necessary to increase
the weighted average Timeshare Loan Rate (weighted on the basis of Loan Balance) of all Eligible Timeshare Loans to at least 14.40%,
plus


(h)the amount
by which the aggregate Loan Balance of Eligible Timeshare Loans relating to any one Resort exceeds 40% of the Aggregate Loan Balance
of all Eligible Timeshare Loans, plus


(i)the amount
by which the aggregate Loan Balance of Eligible Timeshare Loans relating to Obligors with billing addresses in any one state exceeds
20% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus


(j)the amount
by which the aggregate Loan Balance of all Eligible Timeshare Loans for which the related Obligor is an employee or a relative
of an employee of Bluegreen or any Subsidiary thereof exceeds 0.5% of the Aggregate Loan Balance of all Eligible Timeshare Loans,
plus


(k)the aggregate
Timeshare Loan File Deficiency Excluded Balance; plus


(l)[RESERVED]






    	- 14 -



    	 



    
(m)the amount
by which the aggregate Loan Balance of all Eligible Timeshare Loans which terms thereof have been modified, waived or amended exceeds
the maximum specified in Section 5.3(a)(ix) of the Indenture; plus


(n) the amount
by which the aggregate Loan Balance of all Eligible Timeshare Loans relating to an Initial Approved Non-Opinion Resort or an Additional
Approved Non-Opinion Resort exceeds 3% of the Aggregate Loan Balance of all Eligible Timeshare Loans; plus


(o)the amount
by which the aggregate Loan Balance of Large Loans exceeds 3% of the Aggregate Loan Balance of all Eligible Timeshare Loans; plus


(p)with respect
to each Large Loan, the amount of the Loan Balance of such Large Loan in excess of $85,000; plus


(q)the amount
by which the aggregate Loan Balance of all Wilderness Loans exceeds 25% of the Aggregate Loan Balance of all Eligible Timeshare
Loans; plus


(r)the amount
by which the aggregate Loan Balance of all Eligible Timeshare Loans relating to Credit Card Timeshare Loans exceeds 5% of the Aggregate
Loan Balance of all Eligible Timeshare Loans; plus


(s)the amount
by which the aggregate Loan Balance of all Eligible Timeshare Loans for which the related Obligor does not have a FICO Score exceeds
3.5% of the Aggregate Loan Balance of all Eligible Timeshare Loans.


“Facility
Termination Date” shall mean the earliest of (i) the Commitment Expiration Date, (ii) the date of any termination of
the Commitments by the Issuer pursuant to Section 2.2(a) of the Note Funding Agreement, (iii) the date the Commitments are terminated
pursuant to Section 2.5 of the Note Funding Agreement (except if such termination is a result of a Cash Accumulation Event), (iv)
the Stated Maturity, and (v) the occurrence of the Servicer Event of Default set forth in clause (o) of the definition thereof
for which the indebtedness under the related Material Credit Facility has been accelerated.


“Federal
Funds Rate” will be determined by the Agent for any Payment Date on the second Business Day prior to the commencement
of the related Interest Accrual Period on the basis of the interest rate at which depository institutions lend balances at the
Federal Reserve to other depository institutions overnight. The establishment of the Federal Funds Rate by the Agent shall (in
the absence of manifest error) be final and binding.


“Fee Letter”
shall mean that letter agreement designated therein as a Fee Letter and dated as of December 24, 2012, among the Agent, the Placement
Agent, the Issuer and Bluegreen, as such letter agreement may be amended or otherwise modified from time to time.


“Fees”
shall mean the fees set forth in the Fee Letter.






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“FICO Score”
shall mean a credit risk score known as a “FICO® Score” and determined by the Fair Isaac Company system implemented
by Experian or a successor acceptable to the Agent, in its reasonable discretion, for a consumer borrower through the analysis
of individual credit files. In the event that such credit risk scoring program ceases to exist, the Agent and the Seller may select
a successor credit risk scoring program as mutually agreed.


In the event that
an Obligor consists of more than one individual (e.g., husband and wife) (an “Obligor Group”), with respect
to Funding Date Timeshare Loans, the FICO Score for such Obligor Group shall be based on the simple average (if the individuals
in the group are not jointly and severally liable) and the highest (if the individuals in the group are jointly and severally liable)
of the FICO Scores for all individuals who have a FICO Score in such Obligor Group. If all individuals in an Obligor Group have
no FICO Score, then the Obligor Group shall be considered to have no FICO Score. In each case listed in this paragraph, such FICO
Score is as determined at the point of sale (unless otherwise approved by the Agent, in writing, in its sole discretion).


“Finance
Agreement” shall mean a purchase and finance agreement between an Obligor and the Aruba Originator pursuant to which
such Obligor finances the purchase of Co-op Shares.


“Force Majeure
Delay” shall mean with respect to the Servicer, any cause or event which is beyond the control and not due to the negligence
of the Servicer, which delays, prevents or prohibits such Person's delivery of the reports required to be delivered or the performance
of any other duty or obligation of the Servicer under the Indenture as the case may be, including, without limitation, computer,
electrical and mechanical failures, acts of God or the elements and fire; provided, that no such cause or event shall be
deemed to be a Force Majeure Delay unless the Servicer shall have given the Agent written notice thereof as soon as practicable
after the beginning of such delay.


“Foreclosure
Properties” shall have the meaning specified in Section 5.3(b) of the Indenture.


“Funding
Date” shall mean the date on which the Issuer shall make a Borrowing pursuant to the Indenture and the Note Funding Agreement.


“Funding
Date Advance Rate” shall mean 67.5%.


“Funding
Date Timeshare Loans” shall mean, with respect to any Borrowing, the Eligible Timeshare Loans to be acquired by the Issuer
on the related Funding Date that have a Cut-Off Date of either (a) if such Funding Date occurs on or before the 15th
day of the current calendar month, then the 15th day of the immediately preceding calendar month or (b) if such Funding
Date occurs after the 15th day of the current calendar month, then the 15th day of the current calendar month.






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“Funding
Termination Event” shall mean the occurrence of any of the following events: (a) an Event of Default shall have occurred,
or (b) any representation or warranty made or deemed made by the Issuer, the Depositor, the Seller or the Servicer herein or in
any other Transaction Document or which is contained in any certificate, document or financial or other statement furnished by
it at any time under or in connection with the Note Funding Agreement or any such other Transaction Document shall prove to have
been incorrect in any material and adverse respect on or as of the date made or deemed made (except where such representation or
warranty specifically relates to any earlier date, in which case such representation and warranty shall have been true and correct
in all material respects as of such earlier date); provided that a breach of the Seller’s representation
and warranty under Section 6(a) of each of the Sale Agreement or the Purchase Agreement shall be deemed to occur only if the Seller
is required to and does not repurchase or provide substitute Timeshare Loans for the Timeshare Loans causing such violation in
accordance with the terms of the Purchase Agreement or Sale Agreement within the time frame provided for therein; or (c) the
Issuer, the Depositor, the Seller or the Servicer shall fail to observe or perform any material provision of any other agreement
contained in the Note Funding Agreement or any other Transaction Document (other than as provided in paragraphs (a) and (b) of
this definition), and such failure shall continue unremedied for a period of five Business Days after the Issuer, the Depositor,
the Seller or the Servicer becomes aware of or is notified of such failure; or (d)(i) the Indenture shall cease, for any reason,
to be in full force and effect, or the Issuer shall so assert or (ii) the Lien created by the Indenture shall cease to be enforceable
and of the same effect and priority purported to be created thereby; or (e) a Cash Accumulation Event shall have occurred.


“GAAP”
shall mean generally accepted accounting principles as in effect from time to time in the United States of America.


“General
Reserve Account” shall mean the account maintained by the Indenture Trustee pursuant to Section 3.2(b) of the Indenture.


“Governmental
Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.


“Grant”
shall mean to grant, bargain, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of
set-off against, deposit, set over and confirm.


“Hedge Agreement”
shall mean the interest rate cap agreement(s) entered into by the Issuer on each Funding Date in accordance with Section 9.16 of
the Note Funding Agreement.


“Highest
Lawful Rate” shall have the meaning specified in Section 3 of the Sale Agreement.


“Holder”
or “Noteholder” shall mean a holder of a Class A Note, Class B Note, Class C Note, Class D Note or a Class E
Note.


“II”
shall mean Interval International, Inc.






    	- 17 -



    	 



    
“Indebtedness”
shall mean with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance
with customary trade practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) all obligations of
such Person under capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account
of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed
or otherwise become liable for the payment thereof, and (e) all Indebtedness of other Persons to the extent guaranteed by such
Person.


“Indenture”
shall mean that certain Fourth Amended and Restated Indenture, dated as of October 1, 2011, by and among the Issuer, the Club Trustee,
the Servicer, the Backup Servicer, the Indenture Trustee and the Agent, as the same may be amended, supplemented or otherwise modified,
from time to time in accordance with the terms thereof.


“Indenture
Trustee” shall mean U.S. Bank National Association, a national banking association, not in its individual capacity but
solely as Indenture Trustee under the Indenture, and any successor as set forth in Section 7.9 of the Indenture.


“Indenture
Trustee Fee” shall mean for each Payment Date, the sum of (A) $791.67 and (B) until the Indenture Trustee shall
become the successor Servicer, the greater of (i) the product of one-twelfth of 0.0175% and the Aggregate Loan Balance as of the
first day of the related Due Period and (ii) $1,500.00.


“Initial
Approved Opinion Resorts” shall mean the following resorts: MountainLoftTM, Laurel CrestTM, Shore
Crest Vacation Villas I and IITM, Harbour LightsTM, The Lodge Alley InnTM, The Falls VillageTM,
Christmas Mountain VillageTM, Orlando’s Sunshine ResortTM I & II, Solara SurfsideTM,
Shenendoah CrossingTM, La Cabana Beach & Racquet Club, Casa del Mar Beach Resort, Grande Villas at World Golf Village®,
Mountain Run at BoyneTM, The Hammocks at MarathonTM, Daytona SeabreezeTM, The Suites at HersheyTM,
Carolina GrandeTM, The FountainsTM, Bluegreen Wilderness Traveler at ShenandoahTM, SeaGlass TowerTM,
Bluegreen Odyssey DellsTM, Bluegreen at Atlantic Palace, Bluegreen Club 36TM, Patrick Henry SquareTM,
Bluegreen Club La PensionTM and The Yachtsman.


“Initial
Approved Non-Opinion Resorts” shall mean the following resorts: Via Roma Beach Resort, Dolphin Beach Club, Fantasy Island
Resort II, Gulfstream Manor, Resort Sixty-Six, Outrigger Beach Club, Players Club, Mariner’s Boathouse, Tropical Sands Resort,
Windward Passage Resort, Landmark Holiday Beach Resort, Ocean Towers Beach Club, Panama City Resort & Club, Paradise Isle Resort,
Shoreline Towers, Surfrider Beach Club, Pono Kai Resort, Lake Condominiums at Big Sky, The Club at Big Bear Village and The Innsbruck.


“Initial
Funding Date” shall mean the initial Funding Date.


“Initial
Payment Date” shall mean the Payment Date occurring after the Initial Funding Date for which there are Available Funds.






    	- 18 -



    	 



    
“Intangible
Assets” shall mean a non-physical, non-current right that gives Bluegreen or any of its subsidiaries an exclusive or
preferred position in the marketplace including but not limited to a copyright, patent, trademark, goodwill, organization costs,
capitalized advertising cost, computer programs, licenses for any of the preceding, government licenses (e.g., broadcasting
or the right to sell liquor), leases, franchises, mailing lists, exploration permits, import and export permits, construction permits,
and marketing quotas (all as determined in accordance with GAAP).


“Intended
Tax Characterization” shall have the meaning specified in Section 4.2(b) of the Indenture.


“Interest
Accrual Period” shall mean with respect to (i) any Payment Date other than the Initial Payment Date, the period from
and including the immediately preceding Payment Date through but not including such Payment Date and (ii) the Initial Payment Date,
the period from and including the Initial Funding Date through but excluding the Initial Payment Date.


“Interest
Distribution Amount”: shall equal, for a Class of Notes and any Payment Date, the sum of (i) interest accrued during
the related Interest Accrual Period at the Note Rate on the weighted average of the Outstanding Note Balance of such Class of Notes
immediately prior to such Payment Date and (ii) the amount of unpaid Interest Distribution Amounts from prior Payment Dates for
such Class of Notes, plus, to the extent permitted by applicable law, interest on such unpaid amount at the Note Rate. The Interest
Distribution Amount shall be calculated on an actual/360 basis.


“Interpretation”
as used in Sections 6.1 and 6.2 of the Note Funding Agreement with respect to any law or regulation means the interpretation or
application of such law or regulation by any Governmental Authority (including, without limitation, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to a government), central bank, accounting standards
board or any comparable entity.


“Introductory
Loan” shall mean a loan originated in connection with an Introductory Product.


“Introductory
Product” shall mean an agreement pursuant to which a purchaser thereunder obtains certain benefits set forth therein
which comprise introductory benefits and not subject to the Club Originator’s FICO Score underwriting standards.


“Investing
Office” shall mean initially, the office of any Purchaser (if any) designated as such, in the case of any initial Purchaser,
in its Joinder Supplement and, in the case of any Assignee, in the related Transfer Supplement, and thereafter, such other office
of such Purchaser or Assignee as may be designated in writing to the Agent, the Issuer, the Servicer and the Indenture Trustee
by such Purchaser or Assignee.


“Issuer”
shall mean BXG Timeshare Trust I, a statutory trust formed under the laws of the State of Delaware pursuant to the Trust Agreement.






    	- 19 -



    	 



    
“Issuer Order”
shall mean a written order or request delivered to the Indenture Trustee and signed in the name of the Issuer by an Authorized
Officer of the Issuer or Administrator.


“Knowledge”
means:


(a)as to any natural
Person (other than the Indenture Trustee), the actual awareness of the fact, event or circumstance at issue or proper delivery
of notification of such fact, event or circumstance; provided, however, that each such Person shall be deemed to
have Knowledge of any fact, event or circumstance if such fact, event or circumstance would have been known had such Person exercised
commercially reasonable due diligence; and


(b)as to any Person
that is not a natural Person (other than the Indenture Trustee), that (i) the fact, event or circumstance at issue is brought
to the attention of a Responsible Officer or (ii) notice has been delivered to such Person in accordance with the provisions
of the relevant Transaction Documents; provided, however, that each such Person that is not a natural person
shall be deemed to have Knowledge of any fact, event or circumstance if such fact, event or circumstance would have been brought
to the attention of a Responsible Officer if the Person or Responsible Officers of such Person had exercised commercially
reasonable due diligence; and


(c)with respect
to the Indenture Trustee, the actual awareness of the fact, event or circumstance at issue or proper delivery of notification of
such fact, event or circumstance.


“La Cabana
Resort” shall mean the Resort located in Aruba known as the La Cabana Beach and Racquet Club.


“Land Receivable”
shall mean a loan which was originated in connection with a sale of property by Bluegreen Communities where Bluegreen provided
seller financing for the purchase of such property.


“Large
Loan” shall mean a Timeshare Loan with a Loan Balance in excess of $55,000.


“Leverage
Ratio” shall mean with respect to any Person as of a date of determination, the ratio of (i) the Total Liabilities (less
Subordinated Indebtedness and non-recourse receivables backed notes) of such Person on such date to (ii) the Tangible Net Worth
of such Person on such date.


“LIBOR”
will be determined for any Payment Date on the second LIBOR Business Day prior to commencement of the related Interest Accrual
Period (each such date, an “Interest Determination Date”). The Agent will determine LIBOR for such Interest
Accrual Period as the average rate quoted on Reuters Screen LIBOR01 Page (or such replacement page), as of 11:00 a.m. (London time)
on such Interest Determination Date.






    	- 20 -



    	 



    
On each Interest Determination
Date, LIBOR for the applicable Interest Accrual Period will be established by the Agent as follows:


(a)LIBOR shall
be adjusted for any change in the LIBOR Reserve Percentage so the Noteholders shall receive the same yield.


(b)If on such
Interest Determination Date no quotations appears on Reuters Screen LIBOR01 Page (or such replacement page), LIBOR for the related
Interest Accrual Period shall be the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 0.0001%) of
the one-month U.S. dollar lending rates offered by first class banking organizations (in the Agent’s sole judgment) in the
London interbank market quoted at approximately 11:00 a.m. (New York City time) on the relevant Interest Determination Date.


(c)In no event
shall LIBOR be less than 0.75%.


The establishment
of LIBOR on each Interest Determination Date by the Agent and the Agent’s calculation of the rate of interest applicable
to the Notes for the related Interest Accrual Period shall (in the absence of manifest error) be final and binding.


“LIBOR Business
Day” means any day (a) other than (i) a Saturday, Sunday or (ii) other day on which banks are required or authorized
to close in London or New York City and (b) on which dealings in foreign currency and exchange are carried on in the London interbank
market.


“LIBOR Reserve
Percentage” means the maximum aggregate rate at which reserves (including, without limitation, any marginal supplemental
or emergency reserves) are required to be maintained under Regulation D by member banks of the Federal Reserve System with respect
to dollar funding in the London interbank market. Without limiting the effect of the foregoing, the LIBOR Reserve Percentage shall
reflect any other reserves required to be maintained by such member banks by reason of any applicable regulatory change against
(i) any category of liability which includes deposits by reference to which LIBOR is to be determined or (ii) any category of extensions
of credit or other assets related to LIBOR.


“Lien”
shall mean any mortgage, pledge, hypothecation, assignment for security, security interest, claim, participation, encumbrance,
levy, lien or charge.


“Liquidation”
means with respect to any Timeshare Loan, the sale or compulsory disposition of a Foreclosure Property, following foreclosure,
termination or other enforcement action or the taking of a deed-in-lieu of foreclosure, to a Person other than the Servicer or
an Affiliate thereof.


“Liquidation
Expenses” shall mean, with respect to the Foreclosure Property related to a Defaulted Timeshare Loan, as of any date
of determination, any reasonable out-of-pocket expenses (exclusive of overhead expenses) incurred by the Servicer or the Remarketing
Agent in connection with the performance of its obligations under Section 5.3(a)(xiii) in the Indenture or the Remarketing Agreement,
as applicable, including, but not limited to, (i) any foreclosure, deed in lieu of foreclosure or termination and other repossession
expenses incurred with respect to such Foreclosure Property, (ii) commissions and marketing and sales expenses incurred by the
Servicer or the Remarketing Agent with respect to the remarketing of the related Foreclosure Property (including the Remarketing
Fee), and (iii) any other fees and expenses reasonably applied or allocated in the ordinary course of business with respect to
the Liquidation of a Foreclosure Property (including any assessed and unpaid Association fees and real estate taxes).






    	- 21 -



    	 



    
“Liquidation
Proceeds” means with respect to the Liquidation of any Foreclosure Property related to a Defaulted Timeshare Loan, the
amounts actually received by the Servicer or the Remarketing Agent in connection with such Liquidation.


“Loan Balance”
shall mean, for any date of determination, the outstanding principal balance due under or in respect of a Timeshare Loan (including
a Defaulted Timeshare Loan). For purposes of clause (ii) of the definition of Default Level (Trust Estate) only, Loan Balance shall
be net of Net Liquidation Proceeds from disposition of Timeshare Properties to persons other than the Servicer during such Due
Period.


“Lockbox
Account” shall mean the deposit account maintained at the Lockbox Bank pursuant to the Lockbox Agreement, which shall
be a non-interest bearing account.


“Lockbox
Agreement” shall mean the deposit account control agreement, dated as of May 1, 2006, by and among the Issuer, the Indenture
Trustee and the Lockbox Bank, as the same may be amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof.


“Lockbox
Bank” shall mean Bank of America, a national banking association or such other provider upon agreement of the Servicer,
the Issuer and the Agent.


“Lockbox
Fee” shall mean on each Payment Date, the fee payable by the Issuer to the Lockbox Bank in accordance with the Lockbox
Agreement.


“Material
Credit Facility” shall mean any credit facility entered into by Bluegreen and/or any of its Affiliates with an outstanding
principal balance or commitment of $10,000,000 or greater; provided, that any credit facility for which the sum of the outstanding
principal balance and the remaining availability under the related commitment is less than $10,000,000, shall not be a Material
Credit Facility..


“Maximum
Borrowing Amount” shall mean, with respect to a Funding Date, an amount equal to the product of (a) the related Funding
Date Advance Rate and (b) the aggregate Loan Balance of all related Funding Date Timeshare Loans.


“Maximum
Facility Balance” shall equal $40,000,000.


“Maximum
Outstanding Class A Note Balance” shall equal the product of the Maximum Facility Balance and 31.3253%.






    	- 22 -



    	 



    
“Maximum
Outstanding Class B Note Balance” shall equal the product of the Maximum Facility Balance and 16.8675%.


“Maximum
Outstanding Class C Note Balance” shall equal the product of the Maximum Facility Balance and 24.0964%.


“Maximum
Outstanding Class D Note Balance” shall equal the product of the Maximum Facility Balance and 13.8554%.


“Maximum
Outstanding Class E Note Balance” shall equal the product of the Maximum Facility Balance and 13.8554%.


“Misdirected
Deposits” shall mean such payments that have been deposited to the Collection Account in error.


“Monthly
Servicer Report” shall have the meaning specified in Section 5.5 of the Indenture.


“Moody’s”
shall mean Moody’s Investors Service, Inc.


“Mortgage”
shall mean, with respect to a Deeded Club Loan, any purchase money mortgage, deed of trust, purchase money deed of trust, deed
to secure debt or mortgage deed creating a first lien on a Timeshare Property to secure debt granted by the Club Trustee on behalf
of an Obligor to the Club Originator with respect to the purchase of such Timeshare Property and/or the contribution of the same
to the Club and otherwise encumbering the related Timeshare Property to secure payments or other obligations under such Timeshare
Loan.


“Mortgage
Note” shall mean, with respect to a Deeded Club Loan, the original, executed promissory note evidencing the indebtedness
of an Obligor under a Deeded Club Loan, together with any rider, addendum or amendment thereto, or any renewal, substitution or
replacement of such note.


“Net Liquidation
Proceeds” shall mean with respect to a Liquidation, the positive difference between Liquidation Proceeds and Liquidation
Expenses.


“New Servicing
Fee Proposal” shall have the meaning specified in Section 5.4 of the Indenture.


“Non-Bluegreen
Club Resort” shall mean a Resort that is not a Bluegreen Club Resort.


“Note Funding
Agreement” shall mean that certain Fourth Amended and Restated Note Funding Agreement dated as of October 1, 2011, by
and among the Issuer, Bluegreen, the Depositor, the Agent and the Purchasers named therein, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with the terms thereof.


“Note Rate”
shall mean (i) prior to the commencement of the Term-Out Period, the LIBOR plus 3.50%, and (ii) during the Term-Out Period, the
LIBOR plus 5.50%.






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“Note Register”
shall have the meaning specified in Section 2.4(a) of the Indenture.


“Note Registrar”
shall have the meaning specified in Section 2.4(a) of the Indenture.


“Noteholder”
shall mean any holder of a Note of any Class.


“Notes”
shall mean collectively, the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.


“Oasis Lakes
Loan” shall mean a loan which was originated in connection with a sale of timeshare properties at the Oasis Lakes Resort
by Lake Eve Development.


“Obligor”
shall mean the related obligor under a Timeshare Loan.


“Officer’s
Certificate” shall mean a certificate executed by a Responsible Officer of the applicable party.


“Opinion
of Counsel” shall mean a written opinion of counsel, in each case acceptable to the addressees thereof.


“Optional
Purchase Limit” shall mean, on any date, an amount equal to (x) 15% of the then Aggregate Initial Loan Balance less (y)
the aggregate Loan Balances (as of the related purchase dates or release dates, as applicable) of all Defaulted Timeshare Loans
(a) previously purchased by the Seller pursuant to Section 6(c) of the Sale Agreement or Section 6(c) of the Purchase Agreement
and (b) previously released pursuant to Section 4.7(c) of the Indenture.


“Optional
Redemption” shall mean an election by the Issuer to redeem the Notes pursuant to Section 14.1(b) of the Indenture.


“Optional
Substitution Limit” shall mean, on any date, an amount equal to (x) 20% of the then Aggregate Initial Loan Balance
less (y) the aggregate Loan Balances (as of the related Transfer Dates) of all Defaulted Timeshare Loans previously substituted
by the Club Originator pursuant to Section 6(c) of the Sale Agreement or Section 6(c) of the Purchase Agreement.


“Original
Club Loan” shall mean a Timeshare Loan for which the related Obligor has elected to effect and the Club Originator has
agreed to effect an Upgrade.


“Originator”
shall mean either the Club Originator or the Aruba Originator.


“Outstanding”
shall mean, with respect to the Notes and Borrowings evidenced thereby, as of any date of determination, all Notes theretofore
authenticated and delivered under the Indenture except:


(a)   
Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;






    	- 24 -



    	 



    
(b)  
Notes or portions thereof for whose payment money in the necessary amount has been theretofore irrevocably deposited with
the Indenture Trustee in trust for the holders of such Notes or previously paid; and


(c)   
Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless
proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a Person in whose hands the Note is a
valid obligation; provided, however, that in determining whether the holders of the requisite percentage of the Outstanding
Note Balance of the Notes have given any request, demand, authorization, direction, notice, consent, or waiver under the Indenture,
Notes owned by Bluegreen, the Depositor, the Issuer or any Affiliate of the foregoing shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually has
notice are so owned shall be so disregarded.


“Outstanding
Note Balance” shall mean as of any date of determination and Class of Notes, the aggregate amount of Borrowings Outstanding
in respect of such Class; provided, however, to the extent that for purposes of consents, approvals, voting or other
similar act of the Noteholders under any of the Transaction Documents, “Outstanding Note Balance” shall exclude Notes
which are held by Bluegreen, the Depositor or any Affiliates thereof.


“Owner Beneficiary”
shall have the meaning specified in the Club Trust Agreement.


“Owner Beneficiary
Agreement” shall mean the purchase agreement entered into by each Obligor and the Developer with respect to the Club
Loans.


“Owner Beneficiary
Rights” shall have the meaning specified in the Club Trust Agreement.


“Owner Trustee”
shall mean Wilmington Trust Company, a Delaware banking corporation, or any successor thereof, acting not in its individual capacity
but solely as owner trustee under the Trust Agreement.


“Owner Trustee
Corporate Trust Office” shall mean 1100 North Market Street, Wilmington, Delaware 19890-1605.


“Owner Trustee
Fee” shall mean an annual fee equal to (A) prior to the Owner Trustee becoming successor Administrator,
$6,000.00 or (B) upon the Owner Trustee becoming successor Administrator, $5,000.00, which fee shall be due and payable on the
first Payment Date of each year during the term hereof occurring after the Issuer’s receipt of an invoice therefor.


“Paying Agent”
shall mean any Person authorized under the Indenture to make the distributions required under Sections 3.4 of the Indenture, which
such Person initially shall be the Indenture Trustee.






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“Payment
Date” shall mean the fifth day of each month, or, if such date is not a Business Day, then the next succeeding Business
Day, commencing on the Initial Payment Date.


“Payment
Default Event” shall have occurred if (i) each Class of Notes shall become due and payable pursuant to paragraph (a)
of the definition of Event of Default or (ii) each Class of Notes shall otherwise become due and payable following an Event of
Default under the Indenture and the Agent has, in its good faith judgment, determined that the value of the assets comprising the
Trust Estate is less than the Aggregate Outstanding Note Balance.


“Percentage
Interest” shall mean with respect to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the
Class E Notes, the then Outstanding Note Balance of such Class divided by the then Aggregate Outstanding Note Balance expressed
as a percentage.


“Permitted
Liens” shall mean (a) with respect to Timeshare Loans in the Trust Estate, Liens for state, municipal or other local
taxes if such taxes shall not at the time be due and payable, or such exceptions as may be set forth in any related lender’s
title insurance policy or in any related lender’s title insurance commitment as of the applicable Transfer Date, (ii) Liens
in favor of the Depositor and the Issuer created pursuant to the Transaction Documents, and (iii) Liens in favor of the Trust and
the Indenture Trustee created pursuant to the Indenture; (b) with respect to the related Timeshare Property, materialmen’s,
warehousemen’s, mechanic’s and other Liens arising by operation of law in the ordinary course of business for sums
not due, (ii) Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable, (iii) Liens
in favor of the Depositor pursuant to the Purchase Agreement, and (iv) the Obligor’s interest in the Timeshare Property under
the Timeshare Loan whether pursuant to the Club Trust Agreement or otherwise; and (c) with respect to Timeshare Loans and Related
Security in the Trust Estate, any and all rights of the Beneficiaries referred to in the Club Trust Agreement under such Club Trust
Agreement.


“Person”
means an individual, general partnership, limited partnership, limited liability partnership, corporation, business trust, joint
stock company, limited liability company, trust, unincorporated association, joint venture, Governmental Authority, or other entity
of whatever nature.


“Placement
Agent” shall mean BB&T Capital Markets, a division of Scott & Stringfellow, LLC.


“Portfolio
Loans” shall mean all assets serviced by the Servicer other than Land Receivables, RDI Loans, Introductory Loans, Conversion
Loans and Oasis Lakes Loans.


“Predecessor
Servicer Work Product” shall have the meaning specified in Section 5.4(b) of the Indenture.


“Prime Rate”
shall mean the rate of interest per annum publicly announced from time to time by Branch Banking and Trust Company as its prime
rate in effect at its office located in Winston-Salem, North Carolina; each change to the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.






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“Principal
Distribution Amount” shall equal for any Payment Date and Class of Notes, the product of (a) such Class’ Percentage
Interest and (b) the Aggregate Principal Distribution Amount.


“Purchase
Agreement” shall mean the purchase and contribution agreement, dated as of May 1, 2006, between the Seller and the Depositor
pursuant to which the Seller sells, from time to time, Timeshare Loans to the Depositor, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with the terms thereof.


“Purchaser”
shall mean a Committed Purchaser.


“Purchaser/Participant
Register” shall have the meaning specified in Section 8.2 of the Note Funding Agreement.


“Qualified
Hedge Counterparty” shall mean (a) Branch Banking and Trust Company or an Affiliate thereof or (b) any financial institution
with a short term rating of at least “A-1+” from S&P (or “A-1” if such institution has a long term
credit rating of “AA” or higher) and “P-1” from Moody’s or (c) for existing Hedge Agreements which
may be novated with the Agent’s consent, Barclays Bank plc, Credit Suisse First Boston LLC and ING Capital LLC.


“Qualified
Substitute Timeshare Loan” shall mean a timeshare loan (i) that, when aggregated with other Qualified Substitute Timeshare
Loans being substituted on such Transfer Date, has a Loan Balance, after application of all payments of principal due and received
during or prior to the month of substitution, not in excess of the Loan Balance of the Timeshare Loan being substituted on the
related Transfer Date, and (ii) that complies, as of the related Transfer Date, with each of the representations and warranties
contained in the Sale Agreement and the Purchase Agreement, including that such Qualified Substitute Timeshare Loan is an Eligible
Timeshare Loan, (iii) the stated maturity of such Qualified Substitute Timeshare Loan is not later than the Payment Date in December
2026 and (iv) that complies, as of the related Transfer Date, with the representations and warranties in Section 3.2(h) of the
Note Funding Agreement; provided that there will be no age requirement if a Qualified Substitute Timeshare Loan is an Upgrade Club
Loan replacing an Original Club Loan with the same Obligor.


“Rating Agency”
shall mean, in the case of the calculation of clause (ii) of the definition of Borrowing Base Percentage, each rating agency for
which a special request has been made as to required percentage credit enhancement or each rating agency which shall have provided
a rating in a recent securitization of timeshare loans originated by Bluegreen or one of its Affiliates.


“RCI”
shall mean Resort Condominiums International, LLC (or one of its wholly owned subsidiaries).


“RDI Loan”
shall mean a timeshare loan originated by RDI Group, Inc. or one of its Affiliates (other than Bluegreen).


“Receivables”
means the payments required to be made pursuant to a Timeshare Loan.






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“Record Date”
shall mean, with respect to any Payment Date, the close of business on the last Business Day of the calendar month immediately
preceding the month such Payment Date occurs.


“Redemption
Date” shall mean the date on which the Notes shall be redeemed pursuant to Section 14.1 of the Indenture.


“Redemption
Price” shall mean, with respect to each Class of Notes, the sum of the Outstanding Note Balance of such Class of Notes,
together with interest accrued and unpaid thereon at the applicable Note Rate up to and including the Redemption Date.


“Related
Security” shall mean with respect to any Timeshare Loan, (i) all of the Issuer’s interest in the Timeshare Property
arising under or in connection with the related Mortgage, Owner Beneficiary Rights, Vacation Points and the related Timeshare Loan
Files, (ii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of
such Timeshare Loan, together with all mortgages, assignments and financing statements signed by the Club Trustee on behalf of
an Obligor describing any collateral securing such Timeshare Loan, (iii) all guarantees, insurance and other agreements or arrangements
of whatever character from time to time supporting or securing payment of such Timeshare Loan, and (iv) all other security and
books, records and computer tapes relating to the foregoing.


“Remarketing
Agent” shall mean Bluegreen.


“Remarketing
Agreement” shall mean that certain remarketing agreement, dated as of May 1, 2006, by and among, the Servicer, the Issuer,
the Remarketing Agent and the Indenture Trustee, as the same may be amended, modified or supplemented from time to time in accordance
with the terms thereof.


“Repurchase
Price” shall mean with respect to any Timeshare Loan to be purchased by the Seller pursuant to the Sale Agreement or
the Purchase Agreement, an amount equal to the Loan Balance of such Timeshare Loan as of the date of such purchase or repurchase,
together with all accrued and unpaid interest on such Timeshare Loan at the related Timeshare Loan Rate to, but not including,
the due date in the then current Due Period.


“Request
for Release” shall be a request for release of Timeshare Loan Documents in the form required by the Custodial Agreement.


“Required
Hedge Amount” shall mean for any Funding Date, an amount equal to the product of (x) the Funding Date Advance Rate and
(y) the aggregate Loan Balance of Timeshare Loans related to the Borrowing on such Funding Date.


“Required
Payments” shall mean each of the items described in (i) through (xix) of Section 3.4 of the Indenture.


“Required
Purchasers” shall mean, at any time, Purchasers representing a majority of the Commitments of the Committed Purchasers.






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“Requirements
of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, determination or order of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.


“Reservation
System”: The reservation system utilized by the Club and owned by the Club Managing Entity or the services contracted
by the Club Managing Entity with a third party.


“Residual
Interest Certificate” shall mean the certificate issued under the Trust Agreement, which represents the economic residual
interest of the Trust formed thereunder.


“Residual
Interest Owner” shall mean the owner of the Residual Interest Certificate issued by the Issuer pursuant to the Trust
Agreement, which shall initially be the Depositor.


“Resort”
shall mean, as the context shall require, the resort at which the Timeshare Property related to a Timeshare Loan is located.


“Resort Interests”
shall mean as defined in the Club Trust Agreement.


“Responsible
Officer” shall mean (a) when used with respect to the Owner Trustee or the Indenture Trustee, any officer assigned to
the Owner Trustee Corporate Trust Office or the Corporate Trust Office, respectively, including any Managing Director, Vice President,
Assistant Vice President, Secretary, Assistant Secretary, Assistant Treasurer, any trust officer or any other officer such Person
customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to
a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity
with the particular subject; (b) when used with respect to the Servicer, the Chief Financial Officer, a Senior Vice President,
a Vice President, an Assistant Vice President, the Chief Accounting Officer or the Secretary of the Servicer; and (c) with respect
to any other Person, the chairman of the board, chief financial officer, the president, a vice president, the treasurer, an assistant
treasurer, the secretary, an assistant secretary, the controller, general partner, trustee or the manager of such Person.


“S&P”
shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.


“Sale Agreement”
shall mean that certain Sale Agreement, dated as of May 1, 2006, between the Depositor and the Issuer pursuant to which the Depositor
sells Timeshare Loans, from time to time, to the Issuer, as the same may be amended, modified or supplemented from time to time
in accordance with the terms thereof.






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“Schedule
of Timeshare Loans” shall mean the list of Timeshare Loans delivered pursuant to the Sale Agreement, as amended from
time to time to reflect repurchases, substitutions, and Qualified Substitute Timeshare Loans conveyed pursuant to the terms of
the Indenture, which list shall set forth the following information with respect to each Timeshare Loan as of the related Cut-Off
Date, as applicable, in numbered columns:


		1	Name of Obligor



		2	Condo Ref/Loan Number



		3	Interest Rate Per Annum



		4	Date of Origin



		5	Maturity



		6	Monthly Payment



		7	Original Loan Balance



		8	Original Term



		9	Outstanding Loan Balance



		10	Down Payment



		11	First payment date



		12	Loan Term



		13	Zip Code



 


If the Schedule of Timeshare
Loans is provided in electronic format, it shall be substantially in the form of Exhibit E to the Custodial Agreement (which,
in any event, shall contain all the information specified above.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


“Seller”
shall mean Bluegreen.


“Sequential
Pay Event” shall mean either a Payment Default Event or a Trust Estate Liquidation Event.


“Servicer”
shall mean Bluegreen in its capacity as servicer under the Indenture, the Backup Servicing Agreement and the Custodial Agreement,
and its permitted successors and assigns.


“Servicer
Credit Card Processing Cost” shall have the meaning specified in Section 5.3(b) of the Indenture.


“Servicer
Event of Default” shall mean the occurrence of any of the following:


(a)any
failure by the Servicer to make any required payment, transfer or deposit when due as required by the Indenture and the continuance
of such default for a period of two (2) Business Days; provided, however, that the period within which the Servicer
shall make any required payment, transfer or deposit shall be extended to such longer period as is appropriate in the event of
a Force Majeure Delay; provided, further, that such longer period shall not exceed five (5) Business Days


(b)any
failure by the Servicer to provide any required report within five (5) Business Days of when such report is required to be delivered
pursuant to the Indenture; provided, however, that the period within which the Servicer shall deliver such reports
shall be extended to such longer period as is appropriate in the event of a Force Majeure Delay; provided, further,
that such longer period shall not exceed ten (10) Business Days.






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(c)any
failure by the Servicer to observe or perform in any material respect any other covenant or agreement which has a material adverse
effect on the Noteholders and such failure is not remedied within 30 days (or, if the Servicer shall have provided evidence satisfactory
to the Agent, in its sole discretion, (1) that such breach cannot be cured in the 30-day period, (2) that such breach can be cured
within an additional 30-day period and (3) that it is diligently pursuing a cure, then 60 days), after the earlier of (x) the Servicer
first acquiring Knowledge thereof and (y) the Indenture Trustee's or Agent’s giving written notice thereof to the Servicer;
provided, however, that if such default or breach is in respect of a covenant that cannot be cured, there shall be
no grace period whatsoever; or


(d)any representation
or warranty made by the Servicer in the Indenture shall prove to be incorrect in any material and adverse respect as of the time
when the same shall have been made, and such breach is not remedied within 30 days (or, if the Servicer shall have provided evidence
satisfactory to the Agent, in its sole discretion, (1) that such breach cannot be cured in the 30-day period, (2) that such breach
can be cured within an additional 30-day period and (3) that it is diligently pursuing a cure, then 60 days) after the earlier
of (x) the Servicer first acquiring Knowledge thereof and (y) the Indenture Trustee's or Agent’s giving written notice thereof
to the Servicer; provided, however, that if such breach is in respect of a representation or warranty that cannot
be cured, there shall be no grace period whatsoever; or


(e)the
entry by a court having competent jurisdiction in respect of the Servicer of (i) a decree or order for relief in respect of the
Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or
other similar law or (ii) a decree or order adjudging the Servicer as a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer under any applicable
federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official
of the Servicer, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60
consecutive days;


(f)the
commencement by the Servicer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization,
or other similar law or of any other case or proceeding to be adjudicated as a bankrupt or insolvent, or the consent by either
to the entry of a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the Servicer's failure to pay its debts
generally as they become due, or the taking of corporate action by the Servicer in furtherance of any such action;






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(g)a
Cash Accumulation Event that remains uncured for three consecutive Determination Dates;


(h)so long
as the Servicer is the Club Originator, any failure of the Club Originator to comply with its repurchase or substitution obligations
specified in the Sale Agreement within the time periods specified therein;


(i)any default
of a payment obligation under any other loan facility, debt instrument or any similar financing arrangement (such facility, instrument
or financing arrangement to be an obligation in excess of five percent (5%) of the Servicer’s Tangible Net Worth) of the
Servicer or any “event of default”, “early amortization event” or similar event under any indenture, facility
or agreement (such indenture, facility or agreement to be an obligation in excess of five percent (5%) of the Servicer’s
Tangible Net Worth) to which the Servicer is a party and the lapse of all relevant grace periods thereunder if the effect of the
default is to cause, or permit the holders of such obligation to cause, such loan facility, debt instrument or any similar financing
arrangement to become due and payable;


(j)there
shall have occurred any material adverse change in the operations of the Servicer since the Amendment Date, or any other
event shall have occurred which materially adversely affects the Servicer’s ability to either service the Timeshare Loans
or to perform under the Indenture;


(k)a default
or breach shall occur under any other agreement, document or instrument to which the Servicer is a party or by which the Servicer
or its property is bound that is not cured within any applicable grace period therefor, and such default or breach (i) involves
the failure to make any payment when due in respect of any Indebtedness of the Servicer in excess of five percent (5%) of the Servicer's
Tangible Net Worth, or (ii) causes, or permits any holder of such Indebtedness or a trustee or agent to cause, Indebtedness
or a portion thereof in excess of five percent (5%) of the Servicer's Tangible Net Worth to become due prior to its stated maturity
or prior to its regularly scheduled dates of payment, regardless of whether such default is waived, or such right is exercised,
by such holder, trustee or agent;


(l)the Servicer
(excluding the Backup Servicer) ceases to own at least 100% of the Depositor; or


(m)any failure
by the Servicer to satisfy the Servicer Financial Covenants (other than a failure to satisfy item (d) of the Servicer Financial
Covenants); or


(n)any failure
by the Servicer to satisfy item (d) of the Servicer Financial Covenants and such failure remains uncured for (i) five Business
Days if the failure is a result of the Servicer having consolidated unrestricted cash less than $15,000,000, or (ii) 30 days if
the failure is a result of the Servicer having consolidated unrestricted cash equal to or greater than $15,000,000 but less than
$17,500,000; or






    	- 32 -



    	 



    
(o) there
occurs an event under any Material Credit Facility that is an “Event of Default” as defined thereunder, or, if such
term is not defined thereunder, an event as defined using a term similar to “Event of Default”; provided, that if such
Material Credit Facility by its original terms and not by way of amendment or waiver following the event that caused the Event
of Default, provides for a cure period after an “Event of Default” thereunder, then this clause (o) of the definition
of Servicer Event of Default will be subject to such cure period.


“Servicer
Financial Covenants” shall be satisfied on any date of determination if each of following is true:


(a) at the end of
the most recent quarter, the Servicer shall have Tangible Net Worth at least equal to the sum of:


(1) the product
of (A) 75% and (B) its Adjusted Tangible Net Worth, and


(2) the product
of (A) 50% and (B) the greater of (i) $0 and (ii)(x) its Tangible Net Worth at the end of the such quarter minus (y) its Adjusted
Tangible Net Worth;


(b) at the end of
the most recent quarter, the Servicer shall have a Leverage Ratio of no greater than 2:1;


(c) at the most recent
Test Date, the average Delinquency Level (Portfolio) for the last six Test Dates is less than or equal to 9% and the average Default
Level (Portfolio) for the last 12 Test Dates is less than or equal to 14%; and


(d) at the most recent
Test Date, the Servicer shall have consolidated unrestricted cash equal to at least $25,000,000.


“Servicer
Termination Costs” shall mean any extraordinary out-of-pocket expenses incurred by the Indenture Trustee associated with
the transfer of servicing.


“Servicing
Fee” shall mean for any Payment Date, the product of (i)(A) if Bluegreen or an affiliate thereof is Servicer, one-twelfth
of 1.50% and (B) if the Indenture Trustee is the successor Servicer, one-twelfth of 1.55%, and (ii) the Aggregate Loan Balance
as of the first day of the related Due Period; provided that if the Indenture Trustee is the successor Servicer, it shall, after
payment of the Backup Servicing Fee, be entitled to a minimum monthly payment of $5,500.00.


“Servicing
Officer” shall mean those officers of the Servicer involved in, or responsible for, the administration and servicing
of the Timeshare Loans, as identified on the list of Servicing Officers furnished by the Servicer to the Indenture Trustee and
the Noteholders from time to time.


“Servicing
Standard” shall mean, with respect to the Servicer and the Backup Servicer a servicing standard which complies with applicable
law, the terms of the Transaction Documents, the terms of the respective Timeshare Loans and, to the extent consistent with the
foregoing, to the best knowledge of the Servicer, is materially consistent with the
customary standard of prudent servicers of loans secured by timeshare interests similar to the Timeshare Properties, but in no
event lower than the standards employed by it when servicing loans for its own account or other third parties, but, in any case,
without regard for (i) any relationship that it or any of its Affiliates may have with the related Obligor, and (ii) its right
to receive compensation for its services under the Indenture or with respect to any particular transaction.






    	- 33 -



    	 



    
“Similar
Law” shall mean the prohibited transaction rules under ERISA or section 4975 of the Code or any substantially similar
provision of federal, state or local law.


“Stated Maturity”
shall mean the Payment Date occurring in December 2027.


“Statutory
Trust Statute” shall mean the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §
3801, et seq., as the same may be amended from time to time.


“Subordinated
Indebtedness” shall mean as of any date of determination (A) the current outstanding balance of indebtedness of Bluegreen
which is denoted in Bluegreen’s audited financial statements in effect on the Amendment Date as any junior subordinated debentures
that are outstanding on the Amendment Date plus (B) any subordinated indebtedness thereafter approved as such by the Agent for
purposes of the calculation of the Servicer Financial Covenants.


“Subsequent
Cut-Off Date” shall mean with respect to any Transfer Date, (i) the close of business on the last day of the Due Period
immediately preceding such Transfer Date or (ii) such other date designated by the Servicer.


“Subsequent
Funding Date” shall mean any Funding Date other than the Initial Funding Date.


“Subsidiary”
shall mean, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities
or other ownership interests having by the terms of thereof ordinary voting power to elect a majority of the board of directors
or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not
at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity
shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned
or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such
Person.


“Substitution
Shortfall Amount” shall mean with respect to any Transfer Date, an amount equal to the excess of the aggregate Loan Balances
of the substituted Timeshare Loans over the aggregate Loan Balances of the Qualified Substitute Timeshare Loans.


“Takeout
Financing” shall mean any securitization or other financing of the assets securing the Notes whereby at least 95% of
the Aggregate Outstanding Note Balance is repaid from the proceeds of such securitization or other financing.






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“Tangible
Net Worth” shall mean Consolidated Net Worth minus Intangible Assets plus Subordinated Indebtedness. The Tangible Net
Worth of the Servicer at September 30, 2012 is $412,400,000.


“Term-Out
Period” shall mean the period commencing on the Facility Termination Date and ending on the date which is 36 months after
the Facility Termination Date.


“Test Date”
shall mean the last Business Day of the second calendar month preceding a Payment Date.


“Timeshare
Declaration” shall mean the declaration or other document recorded
in the real estate records of the applicable municipality or government office where a Resort is located for the purpose of creating
and governing the rights of owners of Timeshare Properties related thereto, as it may be in effect from time to time.


“Timeshare
Loan” shall mean a Club Loan, an Aruba Non-Club Loan, a Wilderness Loan or a Qualified Substitute Timeshare Loan, subject
to the Lien of the Indenture. As used in the Transaction Documents, the term “Timeshare Loan” shall include the related
Mortgage Note, Mortgage, the Finance Agreement, if any, the Owner Beneficiary Agreement and other Related Security contained in
the related Timeshare Loan Documents.


“Timeshare
Loan Acquisition Price” shall mean with respect to any Timeshare Loan, an amount equal to the Loan Balance of such Timeshare
Loan plus accrued and unpaid interest thereon up to and including the related Cut-Off Date.


“Timeshare
Loan Documents” shall mean with respect to each Timeshare Loan and each Obligor, the related (i) Timeshare Loan Files,
and (ii) Timeshare Loan Servicing Files.


“Timeshare
Loan File Deficiency” shall mean any Timeshare Loan for which the related Timeshare Loan File does not contain any of
(i) the original recorded Mortgage, (ii) the original Assignments of Mortgage in recordable form (which may be a part of a blanket
assignment of more than one Club Loan (other than an Aruba Club Loan)), showing the assignment of such Club Loan (other than an
Aruba Club Loan) from the Club Originator to ___________, or (iii) a final original lender’s title insurance policy showing
only exceptions to coverage that would be customarily acceptable to a prudent real estate lender; provided, however, with respect
to (i) and (ii) above, no Timeshare Loan File Deficiency shall exist if the reason for such deficiency is not within the control
of the Servicer.


“Timeshare
Loan File Deficiency Excluded Balance” shall mean for any date of determination and for all Timeshare Loans related to
a Custodian’s Certification that is 180 or more days old, the aggregate Loan Balance of all Timeshare Loans related to such
Custodian’s Certification that have a Timeshare Loan File Deficiency, if any.






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“Timeshare
Loan Files” shall mean, with respect to a Timeshare Loan, all documents related to
such Timeshare Loan, including: 


		1.	with respect to a Club Loan (other than an Aruba Club Loan), the original Mortgage Note executed
by the Obligor, endorsed either as (i) in the form “Pay to the order of ________, without recourse, representation or warranty”
(either directly on the Mortgage Note or on an allonge placed with such Mortgage Note), by an Authorized Officer of the Club Originator
(such Authorized Officer’s signature may be computer generated), or (ii) a chain of endorsement as follows: “Pay to
the order of Bluegreen Timeshare Finance Corporation I, without recourse, representation or warranty”, “Pay to the
order of BXG Timeshare Trust I, without recourse, representation or warranty” and “Pay to the order of U.S. Bank National
Association, as Indenture Trustee for the holders of the BXG Timeshare Trust I Timeshare Loan-Backed VFN Notes, Series I, without
recourse, representation or warranty except as provided in the related Indenture” (either directly on the Mortgage Note or
on an allonge placed with such Mortgage Note), by an Authorized Officer of the Club Originator, the Depositor and the Issuer (such
Authorized Officers’ signature may be computer generated), respectively, (in the case of both clauses (i) and (ii) above,
together with a complete chain of endorsements from the original payee to the Club Originator, if applicable);



		2.	with respect to a Club Loan (other than an Aruba Club Loan), (i) an original Mortgage with evidence
that such Mortgage has been recorded in the appropriate recording office or (ii) if such Mortgage has not yet been returned to
the Club Originator by such recording office, a photocopy of the unrecorded Mortgage that has been delivered to such recording
office (with evidence that such Mortgage has been delivered to the appropriate recording office for recording,);



		3.	with respect to a Club Loan (other than an Aruba Club Loan), original Assignments of Mortgage in
recordable form (which may be a part of a blanket assignment of more than one Club Loan, with the original blanket Assignment of
Mortgage held by the Custodian in the related master pool header file), showing the assignment of such Club Loan from the Club
Originator to ___________;



		4.	with respect to a Club Loan (other than an Aruba Club Loan), the UCC financing statement, if any,
evidencing that the security interest granted under such Timeshare Loan, if any, has been perfected under applicable state law;



		5.	with respect to a Club Loan (other than an Aruba Club Loan), (i) a copy of any recorded warranty
deed transferring legal title to the related Timeshare Property to the Club Trustee, or (ii) if such recorded warranty deed has
not yet been returned to the Club Originator, a copy of a warranty deed sent for recording;



 



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		6.	with respect to a Club Loan (other than an Aruba Club Loan), either (i) a final original lender’s
title insurance policy (which may consist of one master policy referencing one or more Mortgages) showing no exceptions to coverage
(other than Permitted Liens) or (ii) a binding unconditional commitment to issue a title insurance policy showing no exceptions
to coverage (other than Permitted Liens) (which may be a master commitment referencing one or more Mortgages, the original master
commitment to be held by the Custodian in the related master pool header file), in all cases referencing such Timeshare Loan and
insuring Bluegreen Corporation and its successors and/or assigns;



		7.	the original of any related assignment or guarantee or, if such original is unavailable, a copy
thereof certified by an Authorized Officer of the Club Originator to be a true and correct copy, current and historical computerized
data files;



		8.	the original of any assumption agreement or any refinancing agreement;



		9.	all related Owner Beneficiary Agreements, finance applications (including related Finance Agreements,
if applicable), sale and escrow documents executed and delivered by the related Obligor with respect to the purchase of a Timeshare
Property;



		10.	all other papers and records of whatever kind or description, whether developed or originated by
an Originator or another Person, required to document, service or enforce a Timeshare Loan; and



		11.	any additional amendments, supplements, extensions, modifications or waiver agreements required
to be added to the Timeshare Loan Files pursuant to the Indenture, the Credit Policy, the Collection Policy or the other Transaction
Documents, if any.



Where documents are
not required to be originals, the copies of the same that are a part of any Timeshare Loan File may be in electronic or paper format.


“Timeshare
Loan Rate” shall mean with respect to any Timeshare Loan, the specified coupon rate thereon.


“Timeshare
Loan Servicing Files” shall mean with respect to each Timeshare Loan and each Obligor, the portion of the Timeshare Loan
Files necessary for the Servicer to service such Timeshare Loan including but not limited to (i) the copy of the truth-in-lending
disclosure statement executed by such Obligor, as applicable, (ii) all writings pursuant to which such Timeshare Loan arises or
which evidences such Timeshare Loan and not delivered to the Custodian, (iii) all papers and computerized records customarily maintained
by the Servicer in servicing timeshare loans comparable to the Timeshare Loans in accordance with the Servicing Standard and (iv)
each Timeshare Program Consumer Document (not the original), if applicable, related to the applicable Timeshare Property.






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“Timeshare
Program” shall mean the program under which (1) an Obligor has purchased a Timeshare Property and (2) an Obligor shares
in the expenses associated with the operation and management of such program.


“Timeshare
Program Consumer Documents” shall mean, as applicable, the Owner Beneficiary Agreement, Finance Agreement, Mortgage Note,
Mortgage, rescission right notices, public offering statements and other documents and disclosures used or to be used by an Originator
in connection with the sale of Timeshare Properties.


“Timeshare
Program Governing Documents” shall mean the articles of organization or articles of incorporation of each Association,
the rules and regulations of each Association, the Timeshare Program management contract between each Association and a management
company, and any subsidy agreement by which an Originator is obligated to subsidize shortfalls in the budget of a Timeshare Program
in lieu of paying assessments, as they may be from time to time in effect and all amendments, modifications and restatements of
any of the foregoing.


“Timeshare
Property” shall mean (i) with respect to a Deeded Club Loan, a fractional fee simple timeshare interest in a Unit in
a Resort or an undivided interest in a Resort (or a phase thereof) associated with a Unit (which pursuant to the Timeshare Program
Consumer Documents entitles the related Obligor to the use and occupancy of a Unit at such Resort for a specified period of time
each year or every other year in perpetuity) and (ii) with respect to an Aruba Loan, Co-op Shares in the related Association at
La Cabana Resort, which entitle the owner thereof the right to use and occupy a fixed Unit at La Cabana Resort for a fixed period
of time.


“TNW Merger
Adjustment” shall mean the lesser of (a) an amount equal to the reduction in Tangible Net Worth resulting solely from
the repurchase of outstanding common stock of the Servicer (or its successor in interest) for cash pursuant to that certain merger
agreement, dated November 14, 2012, by and between the Servicer, BFC Financial Corporation, Woodbridge Holdings LLC and BXG Florida
Corporation, and (b) $90,000,000.00.


“Total Liabilities”
shall mean the Indebtedness of Bluegreen which is denoted in Bluegreen’s audited (or, to the extent audited are not available,
unaudited) quarterly financial statements as “Total Liabilities” as determined in accordance with GAAP..


“Transaction
Documents” shall mean the Indenture, the Purchase Agreement, the Sale Agreement, the Lockbox Agreement, the Backup Servicing
Agreement, the Administration Agreement, the Remarketing Agreement, the Custodial Agreement, the Note Funding Agreement, the Fee
Letter, and all other agreements, documents or instruments (other than the Timeshare Loan Documents) delivered in connection with
the transactions contemplated thereby.


“Transfer
Date” shall mean with respect to a Qualified Substitute Timeshare Loan, the date on which the Seller substitutes one
or more Timeshare Loan in accordance with Section 4.6 of the Indenture.






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“Treasury
Regulations” shall mean the regulations, included proposed or temporary regulations, promulgated under the Code. References
herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations
or other successor Treasury Regulations.


“Trust”
shall mean the Issuer.


“Trust
Accounts” shall mean collectively, the Lockbox Account, the Collection Account, the Credit Card Account and the General
Reserve Account.


“Trust
Agreement” shall mean the Trust Agreement, dated May 5, 2006, by and among
Bluegreen Timeshare Finance Corporation I, GSS Holdings, Inc. and Wilmington Trust Company, as the same may be amended,
modified or supplemented from time to time in accordance with the terms thereof.


“Trust Certificate”
shall mean the certificate issued under the Trust Agreement, which represents the sole equity interest in the Trust formed thereunder.


“Trust
Estate” shall have the meaning specified in the Granting Clause of the Indenture.


“Trust
Estate Liquidation Event” shall have the meaning specified in Section 6.6(b) of the Indenture.


“Trust Owner”
shall mean the owner of the non-economic Trust Certificate issued by the Issuer pursuant to the Trust Agreement, which shall be
GSS Holdings, Inc.


“Trust Owner
Fee” shall mean an annual fee equal to $3,500.


“Trust Paying
Agent” shall have the meaning specified in Section 3.13 of the Trust Agreement.


“UCC”
shall mean the Uniform Commercial Code as from time to time in affect in the applicable jurisdiction or jurisdictions.


“Unit(s)”:
One individual air-space condominium unit, cabin, villa, cottage, townhome or lot within a Resort, together with all furniture,
fixtures and furnishings therein, and together with any and all interests in common elements appurtenant thereto, as provided in
the related Timeshare Program Governing Documents.


“Upgrade”
shall mean the process in which (A) an obligor of an Original Club Loan elects to (i)(a) reconvey the existing Club Property for
a new Club Property (such new Club Property having a greater dollar value than the existing Club Property) and (b) cancel the Original
Club Loan in exchange for an Upgrade Club Loan secured by such new Club Property or (ii)(a) acquires additional Club Property and
(b) cancels the Original Club Loan in exchange for an Upgrade Club Loan from the Club Originator secured by the existing Club Property
and the additional Club Property or (B) an owner of existing Club Property that is fully paid elects to (i) reconvey such Club
Property for new Club Property (such new Club Property having a greater dollar value than the existing Club Property) or (ii) acquires
additional Club Property.






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“Upgrade
Club Loan” shall mean the new timeshare loan originated by the Club Originator in connection with an Upgrade.


“Vacation
Points” shall have the meaning specified in the Club Trust Agreement.


“Wilderness
Resort” shall mean a Resort designated by Bluegreen as an outdoor, wilderness experiential resort.


“Wilderness
Loan” shall mean a Timeshare Loan at a Wilderness Resort that is secured by a Unit that is a platform tent, cabin or
a campsite for a recreational vehicle.


 



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