Final 


SECOND AMENDED AND RESTATED STANDARD
DEFINITIONS


          “50/50
Loan” shall mean a Timeshare Loan where the Obligor has elected to make a
down payment equal to at least 50% of the total purchase price of the Timeshare
Property or Timeshare Properties with the remaining balance (together with
interest) due within one year of the origination date, such balance to be paid
either in 12 monthly amortizing installments of principal and interest or all
principal and interest due in a lump sum payment on the one year anniversary of
the origination of the Timeshare Loan.


          “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 and any unpaid
out-of-pocket expenses incurred by the Servicer during the related Due Period. 


          “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 Blugreen. 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, any entity included in the same GAAP consolidated financial
statements as Bluegreen 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. 


          “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 Facility Termination Date, upon written notice by the
Agent to the Issuer and the Servicer, the Aggregate Principal Distribution
Amount shall equal the Aggregate Outstanding Note Balance (such notice, a “Facility
Termination Date Notice”). 


          “Amendment
Date” shall mean June 30, 2009. 


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          “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 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 of
such corporation or managing member of such limited liability company 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. 


          “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


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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. 


          “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
Owned 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. 


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          “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 (ii) only,
2.0%. With respect to clause (ii) 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. 


          “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 


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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. 


          “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. 


- 6 -






          “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 June 30, 2009 attached to the Indenture as Exhibit J, as the same may be
amended from time to time in accordance with the Servicing Standard. 


          “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). 


          “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. 


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          “Commitment
Expiration Date” shall be June 29, 2010 or such later date as specified in
writing to the Issuer by all Committed Purchasers in their sole discretion. 


          “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, 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, and adding back (iii) any reduction of
Bluegreen’s and its Subsidiaries’ equity, on a consolidated basis, as the
result of a non-cash cumulative effect of a change in accounting principle or
other non-cash adjustment to equity related to the requirement that off-balance
sheet arrangements specifically related to Bluegreen’s prior receivable sale
transactions outstanding as of the Amendment Date be accounted for on balance
sheet, as would be reflected on a balance sheet and/or statement of
shareholders’ equity prepared on a consolidated basis and in accordance with
GAAP consistently applied. 


          “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, which entitles the owner thereof the right to
use and occupy a fixed Unit at a fixed period of time each year at La Cabana
Resort. 


          “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.


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          “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 June 30, 2009 attached to the Indenture as Exhibit K. 


          “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). 


          “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


- 9 -






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.  


          “Eligible
Bank Account” shall mean a segregated account, which may be an account
maintained by the Indenture Trustee, which is either (a) maintained with a
depositary


- 10 -






institution or trust company whose long-term unsecured debt obligations
are rated at least “A” by Fitch and “A2” by Moody’s and whose short-term
unsecured obligations are rated at least “A-1” by Fitch and “P-1” by Moody’s;
or (b) a trust account or similar account maintained at the corporate trust
department of the Indenture Trustee held in the name of and for the benefit of
the Noteholders. 


          “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 by each Rating Agency in one
 of the three highest rating categories available from S&P and no lower
 than A2 by Moody’s; and provided, further, that the short-term obligations of
 such depository institution or trust company shall be rated in the highest
 rating category by such Rating Agency; 


	
 

	
 


	
 

	
          (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 each Rating Agency; 


	
 

	
 


	
 

	
          (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
 each Rating Agency; 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; and 


	
 

	
 


	
 

	
          (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 P-1 by Moody’s and
 at least A-1 by S&P; 





- 11 -






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; and provided,
further, that the Issuer may not exercise any voting rights affecting
Eligible Investments. 


          “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 two Business Days, (or, in the
case that such default relates to the failure to pay the Aggregate Outstanding
Note Balance following a Facility Termination Date Notice, the continuance of
such default for 90 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 


- 12 -






          (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 


          (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 


- 13 -






          (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. 


          “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 0.20% 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 


- 14 -






          (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) the
amount by which the aggregate Loan Balance of Eligible Timeshare Loans relating
to 50/50 Loans exceeds 5% of the Aggregate Loan Balance of all Eligible
Timeshare Loans; plus 


          (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 1% 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 2% 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 Note Funding Agreement by the
Issuer pursuant to Section 2.2(a) thereof, (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, (v)(A) June 29, 2010, if a Takeout Financing has not occurred by such
date whereby in connection therewith, all amounts due under the Notes, the
Indenture and the Transaction Documents, and other fees agreed upon in respect
of such Takeout Financing have been received by the respective parties or (B)
if a Takeout Financing described in (v)(A) above has occurred, then June 29,
2011, if another Takeout Financing has not occurred by such date whereby in
connection therewith all amounts due under the Notes, the Indenture and the
Transaction Documents, and other fees agreed upon in respect of such Takeout
Financing have been received by the respective parties and (vi) 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.


- 15 -






          “Facility
Termination Date Notice” shall have the meaning ascribed to such term in
the definition of “Aggregate Principal Distribution Amount” herein. 


          “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 those letter agreements each designated therein as a Fee
Letter and dated as of June 30, 2009, 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. 


          “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 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. 


          “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.


- 16 -






          “Funding
Date Advance Rate” shall mean 67.5%; provided, however, that if (i) a
Takeout Financing is completed whereby the securities issued with a rating of
“A” by S&P, “A2” by Moody’s, “A” by Fitch Ratings or “A” by DBRS, have an
advance rate greater than 67.5% or (ii) a non-rated, non-recourse Takeout
Financing is completed whereby the proceeds thereof reduce the Outstanding Note
Balance of the Notes by at least $75,000,000 and the advance rate is greater
than 67.5% (and such financing has been approved in writing by the Agent for
purposes of calculating the Funding Date Advance Rate), then the “Funding Date
Advance Rate” for Funding Dates occurring after such Takeout Financing shall be
the lesser of the advance rate in the Takeout Financing and 75%. 


          “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.  


          “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; or (f) (i) June 29, 2010, if a Takeout Financing has not
occurred by such date whereby in connection therewith, all amounts due under
the Notes, the Indenture and the Transaction Documents, and other fees agreed
upon in respect of such Takeout Financing have been received by the respective
parties or (ii) if a Takeout Financing described in (f)(i) above has occurred,
then June 29, 2011, if another Takeout Financing has not occurred by such date
whereby in connection therewith, all amounts due under the Notes, the Indenture
and the Transaction Documents, and other fees agreed upon in respect of such
Takeout Financing have been received by the respective parties.


- 17 -






          “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. 


          “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 Second Amended and Restated Indenture, dated as of June
1, 2009, 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 


- 18 -






(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 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, Patrick Henry SquareTM,
Bluegreen Club La PensionTM, Paradise Isle Resort, Shoreline Towers, Surfrider
Beach Club, Pono Kai Resort and Lake Condominiums at Big Sky. 


          “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. 


          “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


- 19 -






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.


          “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. 


          “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 Resort and Racquet Club. 


- 20 -







          “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. 


          “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). 


          “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. 


- 21 -






          “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. 


          “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 $150,000,000 or such higher or lower amount
as shall be agreed upon by the Issuer, Bluegreen, the Purchasers and the Agent;
provided, that upon the completion of a Takeout Financing resulting in a
principal payment on the Notes of $50,000,000 or more, the Maximum Facility
Balance shall not exceed $100,000,000 unless agreed to by the Purchasers and
the Agent. 


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


          “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. 


- 22 -






          “Mortgage”
shall mean, with respect to a Deeded Club Loan, any purchase money mortgage,
deed of trust, purchase money deed of trust 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
Owned Resort” shall mean a Resort that is not a Bluegreen Owned Resort. 


          “Note
Funding Agreement” shall mean that certain Second Amended and Restated Note
Funding Agreement dated as of June 1, 2009, 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 the Prime Rate plus 2.50%. 


          “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. 


- 23 -






          “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; 


          (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. 


- 24 -






          “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 (“WTC”), 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 Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001. 


          “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. 


          “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. 


- 25 -






          “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, (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, Inc. 


          “Portfolio
Loans” shall mean all assets serviced by the Servicer other than Land
Receivables, RDI Loans, Sampler 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. 


          “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. 


- 26 -






          “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 June 2021 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. 


          “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


- 27 -






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 Borrowing Base Percentage 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. 


          “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. 


- 28 -






          “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. 


          “Sampler
Loan” shall mean a loan originated by Bluegreen pursuant to the terms of a
Sampler Program Agreement. 


          “Sampler
Converted Loan” shall mean a Timeshare Loan, the obligor of which,
previously had a Sampler Loan and converted the same to a Timeshare Loan
pursuant to the terms of a Sampler Program Agreement. 


          “Sampler
Program Agreement” shall mean a Bluegreen Vacation Club Program Agreement
pursuant to which a purchaser thereunder obtains those certain benefits set
forth therein which comprise the “Sampler Membership” and, subject to the terms
and conditions thereof, has the opportunity to convert such Sampler Membership
into full ownership in the Bluegreen Vacation Club multi-site timeshare plan. 


          “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


- 29 -






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; 


          (b) any
failure by the Servicer to provide any required report within three (3)
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. 


- 30 -






          (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; 


- 31 -






          (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 $5,000,000) 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 


          (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


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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 90% of its Tangible
Net Worth at December 31, 2008 plus 90% of any increase in Tangible Net Worth
thereafter; (b) at the end of the most recent quarter, the Servicer shall have
a Leverage Ratio of no greater than 3:1; (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) the Servicer shall have
consolidated unrestricted cash equal to at least $17,500,000. 


          “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. 


          “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 June 2022. 


          “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. 


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          “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. 


          “Tangible
Net Worth” shall mean Consolidated Net Worth minus Intangible Assets plus
Subordinated Indebtedness. 


          “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.


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          “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. 


          “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); 





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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 in which case a copy thereof, 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; 


	
 

	
 

	
 


	
 

	
6.

	
with respect to a Club Loan (other than an Aruba Club Loan), either
 (i) a final original lender’s title insurance policy showing no exceptions to
 coverage or (ii) a binding unconditional commitment to issue a title
 insurance policy showing no exceptions to coverage (which may be a blanket
 commitment, the original blanket 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; 





- 36 -






	
 

	
 

	
 


	
 

	
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 or the other Transaction Documents, if
 any. 





          “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. 


          “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.


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          “Total
Liabilities” shall mean the Indebtedness of Bluegreen which is denoted in
Bluegreen’s audited financial statements as “Total Liabilities” as filed with
the Securities and Exchange Commission from time to time and 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. 


          “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. 


- 38 -






          “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 an Obligor of an Original Club Loan elects to
(a)(i) reconvey the existing Club Property for a new Club Property and (ii)
exchanges the Original Club Loan for an Upgrade Club Loan secured by such new
Club Property or (b)(i) acquires additional Club Property and (ii) exchanges
the Original Club Loan for an Upgrade Club Loan from the Club Originator
secured by the existing Club Property and the additional Club Property. 


          “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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