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Receivables Owner Trust

This is an actual contract between Bluegreen and General Electric Capital.

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Sectors: Real Estate, Financial+Services
Governing Law: Illinois, View Illinois State Laws
Effective Date: March 13, 2006
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EXECUTION COPY


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BXG RECEIVABLES OWNER TRUST 2006-A


DEFINITIONS ANNEX


Definitions and Interpretations


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March 13, 2006


DEFINITIONS ANNEX


Accommodation. As defined in the Club Trust Agreement with respect to an Eligible Resort.


Accountant's Report. As assigned such term in Section 9.6 of the Sale and Servicing Agreement.


Administration Agreement. The Administration Agreement, dated as of the date hereof, by and among the Trust, the Trust Depositor, the Indenture Trustee and the Trust Administrator as the same may be amended, modified, supplemented, restated, replaced or renewed in writing from time to time.


Affected Party. Any Noteholder or any permitted assignee of a Noteholder, the holding company of any such Person and any successor holding company thereof; provided that neither General Electric Capital Corporation nor any of its Subsidiaries or Affiliates shall be an Affected Party.


Affiliate. With respect to a Person means any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" or "controlled" have meanings correlative to the foregoing.


Aggregate Outstandings. At any time, an amount equal to the sum of all accrued and unpaid principal, interest, interest on interest, fees and all other amounts owing (whether due or accrued) to the Noteholders under any Transaction Document at such time.


Allonge. As defined in Section 2.2(b) of the Sale and Servicing Agreement; it being understood that an electronic signature shall be acceptable.


Aruba Receivables. A Receivable relating to the Eligible Resort commonly known as La Cabana Beach & Racquet Club.


Assets. All right, title and interest of the transferring party in, to and
under the following:


(i) all Receivables (including Receivables in respect of Substitute
Assets) conveyed or being conveyed to the Trust Depositor under the Sale
and Contribution Agreement and all payments of interest and principal,
other Collections thereon and monies received, due or to become due in
payment of such Receivables after the applicable Cutoff Date;


(ii) the Mortgages, if applicable, and any other instruments, documents
and rights securing such Receivables including, without limitation, all
"Owner Beneficiary Rights" under the Club Trust Agreement in respect of
such Receivables and all of the transferring party's rights or interest in
all other property (personal or other), if any, the sale of which gave
rise to the Receivables;


(iii) the related Receivables Files;


(iv) all payments made or to be made after the applicable Cutoff Date with
respect to such Receivables or the Obligor thereunder under any guarantee
or similar credit enhancement with respect to such Receivables, if any;


(v) all Insurance Proceeds with respect to any such Receivables, if
applicable; and


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(vi) all income from and proceeds of the foregoing.


Asset Pool. At any time, all then outstanding Trust Assets which have been conveyed to the Trust under the Sale and Servicing Agreement.


Asset Pool Portion. The pool of Trust Assets relating to Eligible Receivables purchased on an applicable Transfer Date (and any Substitute Assets substituted for such Trust Assets) as identified by the Trust Depositor in the related Request Notice.


Asset Pool Portion Required Overcollateralization Amount. For any Asset Pool Portion, at any Determination Date, the product of (A) the difference of (x) 1 minus (y) the Overcollateralization Percentage in respect of such Asset Pool Portion times (B) the Receivable Balance of all Eligible Receivables in such Asset Pool Portion (as of the end of the immediately preceding Collection Period).


Assignment. Each Assignment (i) in the form of Exhibit H to the Sale and Servicing Agreement relating to the sale, assignment, transfer and conveyance of Trust Assets to the Trust and (ii) in the form of Exhibit A to the Sale and Contribution Agreement relating to the sale, assignment, transfer and conveyance of the Assets to the Trust Depositor.


Audit Fees. With respect to any Collection Period, the invoiced fees and expenses of independent accountants engaged by the Servicer in connection with the Accountant's Report delivered in accordance with Section 9.6 of the Sale and Servicing Agreement.


Authorized Officer. With respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the Administration Agreement is in effect, any Vice President or more senior officer of the Trust Administrator who is authorized to act for the Trust Administrator in matters relating to the Issuer and to be acted upon by the Trust Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Trust Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).


Available Amounts. As of the end of any Collection Period, the sum of (without duplication) (i) all amounts on deposit in the Collection Account on such date relating to the Receivables, and Prepayments received on or before, the last day of such Collection Period, (ii) Recoveries on account of previously Defaulted Receivables received and on deposit in the Collection Account as of such date preceding the Payment Date, (iii) Investment Earnings credited to the Collection Account during such Collection Period, (iv) Late Charges received and on deposit in the Collection Account on or before the last day of such Collection Period preceding the Payment Date, and (v) any other amounts on deposit in the Collection Account (including proceeds of Servicer Advances, proceeds of Insolvency Proceedings, Insurance Proceeds, amounts transferred from the Reserve Account and amounts relating to purchases of Receivables pursuant to Section 2.7 of the Sale and Servicing Agreement) which are expressly required by the terms of the Sale and Servicing Agreement to be treated as Available Amounts with respect to the Payment Date related to such Collection Period; provided, however, any amounts therein which were provided in error shall not be considered Available Amounts.


Back-up Servicer. Concord Servicing Corporation, together with any permitted successors and assigns.


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Back-up Servicer Fee. The fee payable monthly to the Back-up Servicer with respect to each Collection Period pursuant to Section 2.11 of the Sale and Servicing Agreement, as set forth in the Back-up Servicing Agreement.


Back-up Servicing Agreement. The Back-up Servicing Agreement, dated as of the date hereof, among Back-up Servicer, Facility Administrator, Sellers, Trust Depositor, the Issuer and Indenture Trustee.


Bankruptcy Code. Title 11 of the United States Code, 11 U.S.C. Section 101 et seq., as amended from time to time, or any successor thereto.


Beneficiary. As defined in the Club Trust Agreement.


Benefit Plan. Any employee benefit plan as defined in Section 3(3) of ERISA in respect of which any Seller or any ERISA Affiliate of such Seller is, or at any time during the immediately preceding six years was, an "employer" as defined in Section 3(5) of ERISA.


Bluegreen. Bluegreen Corporation, a Massachusetts corporation.


Business Day. A day of the year other than a Saturday or a Sunday on which banks are not required or authorized to be closed in New York City, New York, Chicago, Illinois, St. Paul, Minnesota or the State of Florida.


Cash Purchase Price. As defined in Section 2.1(b) of the Sale and Servicing Agreement.


Casualty Loss. With respect to any Interval, the loss, theft, damage beyond repair or governmental condemnation or seizure of an Interval.


Change of Control. Bluegreen, directly or through one or more Subsidiaries, (i) ceases to conduct the timeshare business conducted by Bluegreen and its Subsidiaries on the Closing Date and originate receivables in respect thereof or (ii) is acquired by or merges with another Person; provided that a Change of Control shall not include the transfer of the assets and liabilities of the business of Bluegreen and its Subsidiaries conducted on the Closing Date substantially as an entirety to a Person, or an acquisition by or merger with another Person, that (x) is substantially engaged, directly or through one or more Subsidiaries, in the hospitality, vacation ownership or leisure industries reasonably acceptable to the Note Majority and (y) has long-term unsecured and noncredit-enhanced senior indebtedness rated equal to or better than "BBB-" by S&P (or its equivalent rating by Moody's), and such transferee expressly assumes in writing the obligations of Bluegreen and the other Seller Parties under the Transaction Documents (including, but not limited to, the obligations of Bluegreen as the Servicer); provided further, that a transfer of the assets and/or liabilities of the business of Bluegreen and its Subsidiaries to, or any acquisition by or merger with, BankAtlantic Bancorp, Inc., BFC Financial Corp., Levitt Corporation or any successor or Affiliate of any of the foregoing shall be deemed to satisfy the conditions set forth in clauses (x) and (y) above.


Closing Date. The date on which the conditions precedent to the initial Purchase have been satisfied and the initial Purchase has been made under the Sale and Servicing Agreement.


Club. The club formed pursuant to the Club Trust Agreement.


Club Management Agreement. The Amended and Restated Management Agreement between Bluegreen Resorts Management, Inc. and Vacation Trust, Inc. dated as of May 18, 1994.


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Club Managing Entity. 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 Trust Agreement. Collectively, that certain Bluegreen Vacation Club Amended and Restated Trust Agreement, dated as of May 18, 1994, among Bluegreen Vacations Unlimited, Inc., the Club Trustee, Bluegreen Resorts Management, Inc. and Bluegreen Vacation Club, Inc., as amended, restated or otherwise modified from time to time, set forth on Exhibit E to the Sale and Servicing Agreement together with all other agreements, documents and instruments governing the operation of the Club.


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


Code. The Internal Revenue Code of 1986, as amended.


Collateral. As defined in the Granting Clause of the Indenture.


Collection Account. As defined in Section 2.3(b) of the Sale and Servicing Agreement.


Collection Period. With respect to any Payment Date, the period commencing on the sixteenth (16th) day of the second month preceding the month of such Payment Date and ending on the fifteenth (15th) day of the month immediately preceding the month of such Payment Date, provided that the first Collection Period shall be the period beginning on the day after the Initial Cutoff Date and ending on, and including, the fifteenth (15th) day of the month immediately succeeding the Initial Cutoff Date.


Collection Policies. The Collection Policies attached to the Sale and Servicing Agreement as Exhibit J, as amended or supplemented from time to time in accordance with Section 6.3(o)(ii) of the Sale and Servicing Agreement.


Collections. With respect to any Receivable and related Trust Assets, all cash collections and other cash proceeds of such Trust Assets received after the Cutoff Date.


Contract. With respect to any Receivable, any and all instruments, agreements or other writings pursuant to which such Receivable arises or which evidences such Receivable.


Compliance Documents. With respect to sales of Units and Resort Interests in any province or other jurisdiction: (i) an opinion letter in substance satisfactory to Facility Administrator from an attorney or local equivalent thereof, licensed in such province or jurisdiction addressing the compliance of Sellers' offering materials, sales and financing documents and sales practices with the applicable law of such province or jurisdiction, (ii) evidence satisfactory to Facility Administrator that the governmental authority of such province or jurisdiction having jurisdiction over sales and/or exchanging of Units or Resort Interests has issued all required approvals of Sellers' offering materials, sales and financing documents and sales practices, (iii) copies of Sellers' offering materials, sales and financing documents as approved by such province or jurisdiction (to the extent such approval is required) or as otherwise finalized (to the extent such approval is not required), and (iv) evidence that the Sellers are authorized to do business in such province or jurisdiction if required by such province's or jurisdiction's laws to be so authorized.


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Completed Units. A Unit at an Eligible 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.


Computer Disk. The computer disk generated by the Servicer which provides information relating to the Trust Assets and which was used by the Sellers in selecting the Receivables conveyed to the Trust Depositor pursuant to the Sale and Contribution Agreement, in an Excel file format as described on Exhibit A of the Custodial Agreement.


Confidentiality Agreement. The Confidentiality Agreement dated the date hereof between General Electric Capital Corporation, the Trust and Bluegreen relating to confidential information.


Consolidated EBITDA. For any period, Consolidated Net Income for such period plus without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (i) income tax expense, (ii) Consolidated Interest Expense, (iii) depreciation and amortization expense, and (iv) amortization of intangibles (including, but not limited to, goodwill).


Consolidated Interest Expense. On a consolidated basis for Bluegreen and its Subsidiaries, for any period, the consolidated interest expense (net of interest income) of Bluegreen and its Subsidiaries, determined in accordance with GAAP.


Consolidated Net Income. On a consolidated basis for Bluegreen and its Subsidiaries, for any period, the consolidated net income (or loss) of Bluegreen and its Subsidiaries, determined in accordance with GAAP.


Consolidated Net Worth. 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 Corporation in excess of par or stated value relating to capital stock plus (c) retained earnings (or minus any retained earning deficit) of Bluegreen Corporation plus (d) other comprehensive income, minus (ii) the sum of treasury stock, capital stock subscribed for and unissued and other contra-equity accounts, all determined in accordance with GAAP.


Consumer Laws. The applicable portions of any federal, state, and local laws and regulations, including Aruban laws, relating to interest, usury, consumer credit, equal credit opportunity, fair credit reporting, privacy, consumer protection, false or deceptive trade practices and disclosure, and the sales and marketing of timeshare units, including to the extent applicable, but not limited to, the Truth In Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Federal Trade Commission Act, the Fair Debt Collection Practices Act, the Gramm-Leach-Bliley Act, the Patriot Act, the Servicemembers' Civil Relief Act and the Telephone Consumer Protection Act (and the "Do Not Call Registry" promulgated thereunder).


Corporate Trust Office. The principal office of the Indenture Trustee or the Owner Trustee, as applicable, at which at any particular time its respective corporate trust business shall be administered or such other address as the Indenture Trustee or the Owner Trustee, as the case may be, may designate from time to time by notice to the Noteholders, the Facility Administrator and the Servicer.


Cost of Funds. With respect to any Asset Pool Portion and for any period and with respect to any Note (or incremental funding in respect thereof) purchased by General Electric Capital Corporation, the Swap Rate established at the time of purchase of such Note (or incremental funding in respect thereof)


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and having a principal amortization schedule mutually agreeable to Bluegreen and General Electric Capital Corporation.


Costs. All reasonable expenditures and expenses which may be paid or incurred by or on behalf of the Noteholders and the Facility Administrator in connection with the documentation, modification, workout, collection or enforcement of the Transaction Documents. During the term of the Transaction Documents, Costs shall include reasonable expenditures and expenses as follows: payments to remove or protect against liens; reasonable fees, costs and expenses of outside counsel actually incurred; receivers' fees; engineers' fees; accountants' fees; independent consultants' fees (including environmental consultants); fees of the Indenture Trustee, the Custodian and the Servicer (if other than Bluegreen or one of its Affiliates); all costs and expenses incurred in connection with any of the foregoing; outlays for documentary and expert evidence; stenographers' charges; stamp taxes; publication costs; and costs (which may be estimates as to items to be expended after entry of an order or judgment) for procuring all such abstracts of title, title and UCC searches, and examination, title insurance policies, and similar data and assurances with respect to title as the Facility Administrator may deem reasonably necessary either to prosecute any action or to evidence to bidders at any foreclosure sale a true condition of the title to, or the value of, the Trust Assets.


Credit Card Fees. Fees paid by the Servicer to credit card processors in respect of any Receivable as to which payments of principal and/or interest is made by debit to the related Obligor's credit card account.


Credit Concentration Limit. At any Transfer Date, the weighted average FICO Score of the aggregate Receivable Balance of all Eligible Receivables transferred to the Trust on such Transfer Date (not including for any Obligor that is not a resident of the United States) shall be no less than 645.


Credit Enhancement Factor. At any Transfer Date, the applicable percentage for Eligible Receivables comprising an Asset Pool Portion set forth below based on the applicable Credit Enhancement Spread:


Credit Enhancement Spread Credit Enhancement Factor
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> 7.25% 90.0%
-
7.00% 89.5%
-
6.75% 89.0%
-
6.50% 88.5%
-
6.25% 88.0%
-
6.00% 87.5%
-
5.75% 87.0%
-
5.50% 86.5%
-
5.25% 86.0%
-
5.00% 85.5%
-
4.75% 85.0%
-
4.50% 84.5%
-
4.25% 84.0%
-
4.00% 83.5%
-
3.75% 83.0%
-
3.50% 82.5%
-
3.25% 82.0%
-
3.00% 81.5%
-
< 3.00% No Purchase


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; provided further that upon the cure of a Trigger Event as provided for in the definition of Termination Event, the then applicable Credit Enhancement Factor in respect of such Eligible Receivables shall be decreased (i) three (3) percentage points upon the first such cure and (ii) five (5) percentage points upon the second such cure. Except as provided in the immediately preceding proviso, the Credit Enhancement Factor for each Asset Pool Portion shall remain fixed on and after the Transfer Date for each Asset Pool Portion.


Credit Enhancement Spread. As at any Transfer Date and with respect to any Asset Pool Portion, the difference between (a) the weighted average interest rate of all Receivables with respect to an Asset Pool Portion and (b) the Note Rate for such Asset Pool Portion as of such Transfer Date.


Custodial Agreement. An agency and custodial agreement; in such form as shall be reasonably satisfactory to the Noteholders and the Trust Depositor and which Agreement shall be by and among Trust Depositor, the Trust, the Servicer, the Back-Up Servicer, the Facility Administrator, the Indenture Trustee and the Custodian, providing for the custody and maintenance of the Receivables Files relating to the Receivables as the same may be amended, modified, supplemented, restated, replaced or renewed in writing from time to time.


Custodian. U.S. Bank National Association or such other Person designated by the Noteholders and approved by Trust Depositor to maintain physical possession of the Receivables Files.


Custodian Fee. The fee payable monthly to the Custodian with respect to each Collection Period pursuant to Section 2.11 of the Sale and Servicing Agreement as specified in a separate fee agreement between the Custodian and the Servicer.


Custodian's Certificate. As defined in the Custodial Agreement.


Cutoff Date. With respect to each Receivable (including Receivables relating to Substitute Assets), the date specified in the related List of Receivables, after which Collections on such Receivable are to constitute part of the Asset Pool. With respect to Replaced Assets, the date agreed to between the Facility Administrator and the Servicer after which such Replaced Assets and related Collections no longer constitute part of the Asset Pool.


Declaration. With respect to each Eligible Resort, the condominium declaration or similar instrument related thereto pursuant to which such Eligible Resort is encumbered and the property regime established thereat is created as all of the foregoing may be lawfully amended and/or supplemented from time to time in accordance with the provisions thereof.


Deeds. The writing evidencing title in the Club Trustee on behalf of the Owner Beneficiaries referred to in, and subject to the other provisions of, the Club Trust Agreement, with respect to Intervals relating to Receivables.


Default. An event but for the lapse of time or the giving of notice, or both, would constitute an Event of Default under the Indenture.


Defaulted Receivable. A Receivable in the Asset Pool as to which the earlier of the following shall have occurred (i) the Servicer has determined in its sole discretion, in accordance with its customary and usual practices, that such Receivable is not collectible; provided that amounts in respect of such Receivable are at least one (1) day past due or (ii) all or part of any payment due thereunder is more than 120 days past due pursuant to the terms of the Contract governing such Receivable.


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Definitions Annex. This Definitions Annex.


Delinquent Receivable. A Receivable in the Asset Pool as to which all or part of a payment installment due thereunder is more than 30 days delinquent.


Determination Date. With respect to any Payment Date, the sixth Business Day prior to such Payment Date relating to the previous Collection Period.


Document Conventions. With respect to any Transaction Document, each of the rules of construction and interpretation set forth as follows.


(i) The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.


(ii) The words "hereof", "herein", "hereunder" and similar words refer to
applicable Transaction Document as a whole and not to any particular
provision of such Transaction Document; and subsection, Section,
Schedule and Exhibit references are to those of the applicable
Transaction Document unless otherwise specified.


(iii) The term "documents" includes any and all instruments, documents,
agreements, certificates, indentures, notices and other writings,
however evidenced.


(iv) The term "including" is not limiting and means "including without
limitation."


(v) In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including";
the words "to" and "until" each mean "to but excluding", and the
word "through" means "to and including."


(vi) The term "property" includes any kind of property or asset, real,
personal or mixed, tangible or intangible.


(vii) Unless otherwise expressly provided herein, (i) references to
agreements (including the appl
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