Exhibit 10.184
Execution Copy
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, the Transfer Agreement and the Bluegreen Purchase
Agreement.
"Act" shall
have the meaning specified in Section 1.4 of the
Indenture.
"Additional Servicing Compensation" shall mean any late fees
related
to late payments on the Timeshare Loans, any non-sufficient funds fees, any
processing fees, 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.
"Adjusted Note
Balance" shall equal,
for any Class of
Notes, the
Outstanding Note
Balance of such Class of Notes immediately prior to such
Payment Date, less any Note Balance Write-Down Amounts previously applied in
respect of such
Class of Notes;
provided, however, to the extent that for
purposes of consents, approvals, voting or other similar acts of
the Noteholders
under any of the
Transaction Documents,
"Adjusted Note
Balance" shall exclude
Notes which are held by Bluegreen or any Affiliate thereof, if
any.
"Administration
Agreement" shall mean the administration agreement,
dated as of September
15, 2007, by and among the Administrator, the Owner
Trustee, the Issuer
and the Indenture Trustee, as amended 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.
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"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 (i)
the Owner Trustee be deemed to be an Affiliate of the Issuer,
or the Depositor,
nor shall any of such parties be deemed to be an Affiliate of the
Owner Trustee
or (ii) Bluegreen be
deemed an Affiliate of
any 5% or greater
shareholder of
Bluegreen or any Affiliate of such shareholder who is not a Direct
Affiliate (as
defined herein) of Bluegreen, nor shall any such shareholder be
deemed to be an
Affiliate of Bluegreen. The term "control" means the possession, directly or
indirectly, of the
power to direct or cause the direction of the management and
policies of a Person,
whether through the
ownership of voting
securities, by
contract or otherwise.
For purposes of this definition, any entity included in
the same GAAP consolidated financial statements as Bluegreen shall be an
Affiliate of Bluegreen (a "Direct Affiliate").
"Aggregate Closing
Date Collateral
Balance" is an amount
equal to
$151,332,130.13.
"Aggregate Initial
Note Balance" is equal to the sum of the Initial
Note Balances for all Classes of Notes.
"Aggregate Loan
Balance" means the sum of the Loan Balances for all
Timeshare Loans (other than Defaulted Timeshare Loans).
"Aggregate Outstanding
Note Balance" is equal to the sum of the
Outstanding Note Balances for all Classes of Notes.
"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.
"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 Vice
President,
the
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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 Funds"
shall mean for any Payment Date, (A) all funds on
deposit in the
Collection Account
after making all transfers, deposits or
payments from (i) the Lockbox Account pursuant to the Lockbox
Agreement,
(ii)
the General Reserve Account pursuant to Section 3.2(b) of the
Indenture, (iii)
the Prefunding Account
pursuant to Section
3.2(c) of the
Indenture, (iv)
the
Capitalized Interest Account pursuant to Section 3.2(d) of the
Indenture (v) the
Club Originator or the Depositor, as the case may be, pursuant to
Section 4.6 of
the Indenture, and
(vi) the Servicer
pursuant to the
Indenture, plus (B)
all
investment earnings
on funds on deposit
in the Collection Account from the
immediately preceding
Payment Date through
such Payment Date, if any, 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. Notwithstanding anything in the
Transaction Documents
to the contrary, Available Funds shall only include
amounts described in the foregoing sentence and not amounts
otherwise
deposited
voluntarily by Bluegreen or any of its Affiliates.
"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
September 15, 2007, 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.
"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).
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"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
Resorts" shall mean a
Resort even if Bluegreen no
longer owns substantial vacation ownership interests in
the Resort and includes
the following resorts: Casa del Mar Resort, Daytona SeaBreeze(TM),
The Fountains
(f/k/a Oasis
Lakes Resort), Grande VillasTM at World Golf
Village(R),
The
Hammocks at
MarathonTM
Resort,
Orlando's
Sunshine
Resort(TM),
Solara
Surfside(TM) Resort,
Mountain Run at
BoyneTM, The Falls
VillageTM Resort, The
Suites at Hershey(TM),
Carolina Grande(TM),
Harbour LightsTM Resort, SeaGlass
TowerTM, The Lodge Alley Inn(TM), Shore Crest Vacation VillasTM,
Laurel CrestTM
Resort,
MountainLoftTM Resort,
Shenandoah
CrossingTM,
Christmas
Mountain
VillageTM and La
Cabana Resort and any Future Resorts in which Bluegreen
acquired or developed a significant number of the vacation
ownership interests
associated with the Resort.
"Bluegreen
Purchase
Agreement" shall
mean the purchase and
contribution
agreement, dated
as of September 15, 2007, between the Club
Originator and the
Depositor pursuant to which the Club Originator sells
Timeshare Loans and
the Closing Date Eligible Investments to the Depositor on
the Closing Date and Subsequent Timeshare Loans during the
Prefunding Period.
"Book-Entry Note"
shall mean a
beneficial
interest in the
Notes,
ownership and
transfers of which shall be made
through book-entries by the
Depository.
"Boyne Resort" shall
mean the Resort
located in Michigan
known as
Mountain Run at Boyne(TM).
"Business Day"
shall mean any day other than (i) a Saturday, a
Sunday, or
(ii) a day on which banking institutions in New York City,
Wilmington, Delaware,
the State of Florida,
the city in which the
Servicer is
located or the city in which the Corporate Trust Office of the
Indenture Trustee
is located, are authorized or obligated by law or executive order
to be closed.
"BXG Timeshare
I" shall mean BXG Timeshare Trust I, a Delaware
statutory trust.
"Capitalized Interest
Account" shall mean the account maintained by
the Indenture Trustee pursuant to Section 3.2(d) of the
Indenture.
"Capitalized
Interest Account
Initial
Deposit"
shall equal
$787,999.12.
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"Capitalized Interest
Requirement" shall mean for each Determination
Date during
the Prefunding Period, an amount equal to the product of (i)
one-twelfth of the
weighted average Note
Rates of each Class of Notes and (ii)
the amount on deposit in the Prefunding Account.
"Casa del Mar Resort" shall mean the Resort located in Florida
known
as Casa del Mar Beach Resort.
"Cede & Co." shall mean the initial registered holder of the
Notes,
acting as nominee of The Depository Trust Company.
"Certificate" shall mean the Residual Interest Certificate.
"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 Certificate.
"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, the Class
E Notes, the
Class F Notes or the Class G 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.
"Class F Notes" shall have the meaning specified in the Recitals of
the Issuer in the Indenture.
"Class G Notes" shall have the meaning specified in the Recitals of
the Issuer in the Indenture.
"Closing Date" shall mean September 28, 2007.
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"Closing Date Resorts" shall mean those Bluegreen Owned Resorts in
respect of which the Timeshare Property related to an Initial
Timeshare Loan is
located.
"Closing Date
Eligible Investments" shall mean those certain
Eligible Investments
listed in the Schedule of Eligible Investments sold on the
Closing Date by Bluegreen to the Depositor pursuant to the Bluegreen Purchase
Agreement and by the Depositor to the Issuer pursuant to the Sale
Agreement.
"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 Property" shall mean Timeshare Properties, Owner Beneficiary
Rights and Vacation Points, and with respect to the definition
of Upgrade, may
also mean, as
applicable,
timeshare property unrelated to Timeshare Loans
subject to the Lien of the Indenture.
"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 policies of the
initial servicer
in effect on the
Closing Date attached as Exhibit K to the
Indenture, as may be
amended from time to time in accordance with the Servicing
Standard.
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"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, the Preliminary Confidential Offering
Circular dated September 12, 2007 or the Confidential Offering Circular dated
September 27, 2007 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.
"Continued Errors"
shall have the meaning
specified in Section 5.4
of the Indenture.
"Co-op Shares"
shall mean a share certificate issued by the
timeshare cooperative association of 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.
"Credit Card Account" shall mean the deposit account (account
number
008981728487)
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 policies of
the Originators
in effect on the
Closing Date attached as Exhibit C to the
Indenture.
"Custodial Agreement"
shall mean the custodial agreement, dated as
of September 15, 2007 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 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's
Certification" shall
have the meaning
specified in
Section 2.2(a) of the Custodial Agreement.
"Custodian Fees" shall
mean for each Payment Date, the fee payable
by the Issuer to the Custodian in accordance with Section 2.4 of the
Custodial
Agreement.
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"Cut-Off Date" shall mean, with respect to (i) the Initial
Timeshare
Loans, the Initial
Cut-Off Date, and (ii)
any Qualified
Substitute
Timeshare
Loan or Subsequent Timeshare Loan, the related Subsequent Cut-Off
Date.
"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 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 associated with a Unit.
"Default" shall mean
an event which,
but for the passage of
time,
would constitute an Event of Default under the Indenture.
"Default Level" shall
mean for any Due Period, the aggregate Loan
Balance (without
regard to recoveries) of Timeshare Loans that became Defaulted
Timeshare Loans during such Due Period and not repurchased or
substituted by the
last day of 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
on the first day of such Due Period, expressed as a percentage.
"Defaulted Timeshare
Loan" is a Timeshare
Loan (i) for which,
the
Servicer has commenced
cancellation or
termination
proceedings on the related
Timeshare Loan after
collection
efforts have failed in accordance with its
credit and
collection
policies, (ii) for which, all or part of a scheduled
payment under the Timeshare Loan is more than 120 days delinquent from the due
date, provided,
that with respect to
this clause (ii), if a Timeshare Loan is
not more than 120 days delinquent as of the last day of the Due
Period, it shall
not be a Defaulted
Timeshare Loan as of that date, or (iii) that otherwise
ceases to be an Eligible Timeshare Loan.
"Defective Timeshare
Loan" shall have the meaning specified in
Section 4.6 of the Indenture.
"Deferred Interest
Amount" shall mean,
with respect to a
Class of
Notes and a Payment
Date, the sum of (i)
interest accrued at
the related Note
Rate during the related Interest Accrual Period on such Note
Balance Write-Down
Amounts applied in respect of such Class and (ii) any unpaid
Deferred Interest
Amounts from any prior
Payment Date,
together with interest thereon at the
applicable Note Rate from the date any such Note Balance
Write-Down
Amount was
applied in respect of such Class, to the extent permitted by
law.
"Definitive Note" shall have the meaning specified in Section 2.2
of
the Indenture.
"Delinquency Level"
shall mean for any Due
Period, the sum of
the
Loan Balances of Timeshare Loans (other than Defaulted Timeshare
Loans) that are
61 days or more
delinquent on the last
day of such Due Period
divided by the
Aggregate Loan
Balance on the first day of such Due
Period (expressed as a
percentage).
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"Depositor"
shall mean
BRF Corporation 2007-A, a Delaware
Corporation, and its permitted successors and assigns.
"Depository" shall
mean an organization
registered as a
"clearing
agency" pursuant
to Section 17A of the
Securities
Exchange Act of 1934, as
amended. The initial Depository shall be The Depository Trust
Company.
"Depository Agreement"
shall mean the letter of representations
dated as of September 26, 2007, by and among the Issuer,
the Indenture
Trustee
and the Depository.
"Depository
Participant" shall
mean a securities broker or dealer,
bank, trust company, clearing corporation, other financial institution or
other
Person for whom from time to time a Depository directly or indirectly effects
book-entry transfers and pledges securities deposited with the
Depository.
"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.
"DTC" shall mean The
Depository Trust
Company, 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 Due Period for the Initial Payment Date, shall be
the period from and including September 16, 2007 to October 15,
2007.
"Early Amortization
Event" shall occur on
a Determination Date
if
the average of the Default Levels for the last three Due
Periods exceeds
0.60%
and shall continue
until the Default
Level is equal to or
less than 0.60% for
three consecutive Due Periods.
"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
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;
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(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; or
(e) demand and time deposits in, certificates of deposit of,
bankers' acceptances
issued by, or federal funds sold by any
depository institution
or trust company
(including
the Indenture
Trustee or any
Affiliate of the
Indenture Trustee,
acting in its
commercial capacity)
incorporated
under the laws of the United
States of America or any State thereof and subject to supervision
and examination by federal and/or state authorities, so long as, at
the time of such investment, the commercial paper or other
short-term deposits of such depository institution or trust company
are rated at least P-1 by Moody's and at least A-1 by S&P;
and provided, further, that (i) no instrument shall be an Eligible
Investment if
such instrument evidences a right to receive only interest payments
with respect
to the obligations
underlying such instrument, and (ii) no Eligible
Investment
may be purchased at a price in excess of par. Eligible Investments may include
those Eligible
Investments
with respect to which
the Indenture Trustee
or an
Affiliate thereof provides services.
"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
meets
all of the criteria set forth in Schedule I of the Sale
Agreement.
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"Equity" shall mean the "Total Shareholder's Equity" specified in
Bluegreen's
Consolidated Balance
Sheet as reported in Bluegreen's most recent
filing with the Securities and Exchange Commission.
"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"
shall have the meaning
specified in Section 6.1
of the Indenture.
"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 Indenture
Trustee written notice
thereof as soon as
practicable
after the beginning
of
such delay.
"Foreclosure Properties" shall have the meaning specified in
Section
5.3(a)(xiii) of the Indenture.
"Future Resort"
shall mean a Resort which is not a Closing
Date
Resort.
"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.
"General Reserve Account Initial Deposit" shall mean an amount
equal
to 2.50% of the Aggregate Closing Date Collateral Balance.
"General Reserve
Account Required
Balance" shall equal,
for each
Payment Date, the greater of (i) 1.50% of the Aggregate
Closing Date
Collateral
Balance and (ii) the Target Amount; provided, however, that in no event shall
the General Reserve
Account Required
Balance equal an
amount greater than the
Aggregate Outstanding
Note Balance as of
such Payment Date
regardless of what
the Target
Amount or the General Reserve Account Required Balance would
otherwise be.
"Global Note" shall have the meaning specified in Section 2.2 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.
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<PAGE>
"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.
"Highest Lawful Rate" shall have the meaning specified in Section 3
of the Sale Agreement.
"II" shall mean Interval International, Inc.
"Indenture" shall mean
the indenture,
dated as of
September 15,
2007, by and among the
Issuer, the Club Trustee, the Servicer, the Backup
Servicer and the Indenture Trustee.
"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) $875.00 and (B)
until the Indenture
Trustee shall become the s
