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EXHIBIT 10.108
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BXG RECEIVABLES OWNER TRUST 2000
DEFINITIONS ANNEX
DEFINITIONS AND INTERPRETATIONS
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SEPTEMBER 1, 2000
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DEFINITIONS ANNEX
ACCOMMODATION. As defined in the Club Trust Agreement.
ACCOUNTANT'S REPORT. As assigned such term in Section 9.6 of the Sale
and Servicing Agreement.
ADDITION NOTICE. With respect to any conveyance of Subsequent
Receivables to the Trust pursuant to Section 2.7 of the Sale and Servicing
Agreement (and the Trust Depositor's corresponding prior purchase of such
Receivables from the Sellers), a notice, which shall be given at least two (2)
Business Days prior to the related Subsequent Transfer Date, identifying the
Subsequent Receivables to be conveyed, the Receivable Balance of such Subsequent
Receivables, the Receivable Balance related to the Replaced Receivable or
Receivables then in the Asset Pool to which such Subsequent Receivable relates,
the Subsequent Cutoff Date, and the intended Subsequent Transfer Date, with such
notice to be signed both by the Trust Depositor and the Sellers.
ADDITIONAL RESORTS. Those certain timeshare vacation resorts which the
Noteholders may approve in the future and with respect to which Receivables may
be purchased under the Sale and Servicing Agreement, which approval shall be in
the Facility Administrator's reasonable discretion and for which the Sellers and
Trust Depositor shall provide the closing materials described in Exhibit I-2 to
Schedule I to the Sale and Servicing Agreement.
ADMINISTRATION AGREEMENT. The Administration Agreement dated as of
September 1, 2000 by and among the Trust and the Trust Administrator.
AFFECTED CLASS B PARTY. Any Class B Noteholder or any permitted
assignee of a Class B Noteholder, the holding company of any such Person and any
successor holding company thereof; provided that in no event shall Heller
Financial, Inc. be an " Affected Class B 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 owed (whether due or accrued) to, without limitation, the Indenture
Trustee, the Owner Trustee, the Noteholders, the Custodian, the Back-up Servicer
and the Facility Administrator under any Transaction Document at such time.
ALTERNATE RATE. As defined in the Class A Note Purchase Agreement.
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ARUBA RECEIVABLES. A Receivable relating to the Resort commonly known
as LaCabana Beach and Racquet Club.
ASSETS. As defined in Section 2.01 of the Sale and Contribution
Agreement.
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. (i) The pool of Trust Assets relating to Eligible
Receivables which are not Aruba Receivables and/or (ii) the pool of Trust Assets
relating to Eligible Receivables which are Aruba Receivables, in each case
purchased on an applicable Purchase Date as identified by the Trust Depositor in
the related Request Notice.
ASSET REPORT. As described in Section 4.2 of the Sale and Servicing
Agreement.
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.
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 Administrator who is authorized to act for the Administrator in
matters relating to the Issuer and to be acted upon by the Administrator
pursuant to the Administration Agreement and who is identified on the list of
Authorized Officers delivered by the Administrator to the Indenture Trustee on
the Closing Date (as such list may be modified or supplemented from time to time
thereafter).
AVAILABILITY. Collectively, Class A Availability and Class B
Availability.
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, (v) amounts actually received by
the Indenture Trustee, as assignee of the Trust Depositor under the Interest
Rate Cap Agreements, and (vi) any other amounts on deposit in the Collection
Account (including proceeds of Servicer Advances, amounts transferred from the
Reserve Account and amounts relating to purchases of Receivables pursuant to
Section 6.5 of the Sale and Servicing Agreement) which are expressly required by
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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.
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, such fee to be as specified in Schedule IV to the Sale and
Servicing Agreement.
BACK-UP SERVICING AGREEMENT. The Back-up Servicing Agreement dated as
of September 1, 2000 among Back-up Servicer, Facility Administrator, Sellers,
Trust Depositor and Indenture Trustee.
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.
CLASS. All Notes whose form is identical except for variation in
denomination, principal amount or owner.
CLASS A AVAILABILITY means (i) at any Purchase Date for any Asset Pool
Portion, the product of (x) the Class A Percentage(s) applicable to the Eligible
Receivables in such Asset Pool Portion TIMES (y) the product of (A) the
Receivable Balance of all Eligible Receivables in each Asset Pool Portion,
multiplied by (B) the Credit Enhancement Factor(s) applicable to such Asset Pool
Portion and (ii) at any other date of determination, the product of (x) the
Class A Percentage(s) applicable to the Eligible Receivables in all Asset Pool
Portions TIMES (y) the product of (A) the Receivable Balance of all Receivables
in all Asset Pool Portions as of such date of determination, multiplied by (B)
the Credit Enhancement Factor(s) applicable to all Asset Pool Portions
(determined as of the applicable Purchase Date).
CLASS A INCREASED COSTS EVENT. As defined in the Class A Note Purchase
Agreement.
CLASS A INTEREST SHORTFALL means, with respect to any Payment Date, the
excess of the Class A Note Interest Distributable Amount for the preceding
Collection Period over the amount in respect of interest on the Class A Notes
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that was actually disbursed from the Collection Account on such preceding
Payment Date, plus interest on such excess, to the extent permitted by law, at a
rate per annum equal to the Class A Note Rate for the related Interest Period,
from such preceding Payment Date to but excluding the related Payment Date.
CLASS A NOTE means any of the Issuer's Class A Variable Funding Senior
Notes.
CLASS A NOTE FINAL SCHEDULED MATURITY DATE means October 16, 2008;
provided that if the Purchase Period is extended in accordance with Section 2.8
of the Sale and Servicing Agreement, the Class A Note Final Scheduled Maturity
Date shall be October 16, 2009.
CLASS A NOTE INTEREST DISTRIBUTABLE AMOUNT means, with respect to any
Payment Date, an amount equal to the sum of (a) the sum of (i) the product of
(A) the applicable Class A Note Rate for the related Interest Period for the
portion of the Class A Note funded by the issuance of Commercial Paper Notes,
(B) that portion of the daily weighted average Outstanding Amount of the Class A
Notes funded by the issuance of Commercial Paper Notes as of the close of
business on the last day of the preceding applicable Interest Period (after
giving effect to all distributions on such date) and (C) the actual number of
days in such Interest Period, divided by 360, and (ii) the product of (A) the
applicable Class A Note Rate for the related Interest Period for that portion of
the Class A Note funded other than by the issuance of Commercial Paper Notes,
(B) that portion of the daily weighted average Outstanding Amount of the Class A
Note funded other than by the issuance of Commercial Paper Notes as of the close
of business on the last day of the preceding applicable Interest Period (after
giving effect to all distributions on such date) and (C) the actual number of
days in such Interest Period, divided by 360, plus (b) the Class A Interest
Shortfall for such Payment Date.
CLASS A NOTE PURCHASE AGREEMENT. The Class A Note Purchase Agreement
dated as of September 1, 2000, among the Issuer, the Servicer, the Trust
Depositor, the Class A Noteholder and Sheffield Receivables Corporation, as the
same may be modified, amended or restated from time to time.
CLASS A NOTE PURCHASE LIMIT. $64,422,000, as such amount may be
adjusted from time to time pursuant to Section 2.8(b) of the Sale and Servicing
Agreement.
CLASS A NOTE RATE means (a) for any Interest Period and any portion of
the Class A Notes funded by the issuance of Commercial Paper Notes, the CP Rate
for such Interest Period plus the applicable Class A Spread, (b) for any
Interest Period (or portion thereof) and any portion of the Class A Notes not
funded by the issuance of Commercial Paper Notes, the LIBOR Rate plus the
applicable Class A Spread (or after the occurrence and during the continuance of
a Eurodollar Disruption Event, the Alternate Rate and (c) for the Class A
Interest Shortfall, the Alternate Rate plus 2% per annum.
CLASS A NOTEHOLDER. Any holder of record of a Class A Note.
CLASS A PERCENTAGE. 71.58%; provided that with respect to Eligible
Receivables which are Aruba Receivables, such percentage shall be 70.00%.
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CLASS A PRINCIPAL DISTRIBUTABLE AMOUNT. (i) With respect to any Payment
Date prior to the occurrence of an Event of Default or Termination Event, an
amount equal to the excess, if any, of (1) the Outstanding Amount of the Class A
Notes (calculated as of the end of the immediately preceding Collection Period)
over (2) Class A Availability on the last day of such Collection Period or (ii)
with respect to any Payment Date following the occurrence of (1) an Event of
Default or (2) a Termination Event, the Class A Principal Distributable Amount
shall equal the amount necessary to reduce the Outstanding Amount of the Class A
Notes to zero; provided that the failure to reduce the Outstanding Amount of the
Class A Notes to zero in accordance with Section 2.11(b) of the Sale and
Servicing Agreement solely after the occurrence of a Termination Event shall not
constitute an Event of Default until the Class A Note Final Scheduled Maturity
Date; provided, further, that in no event shall the Class A Principal
Distributable Amount exceed the Outstanding Amount of the Class A Notes and on
the Class A Note Final Scheduled Maturity Date, the Class A Principal
Distributable Amount will equal the amount necessary to reduce the Outstanding
Amount of the Class A Notes to zero.
CLASS A SPREAD means (a) with respect to the CP Rate, 0.60%; and (b)
with respect to the LIBOR Rate, 1.50%; PROVIDED, HOWEVER, that in either case,
the spread shall be calculated on a 30/360 basis.
CLASS B AVAILABILITY means (i) at any Purchase Date for any Asset Pool
Portion, the product of (x) the Class B Percentage(s) applicable to the Eligible
Receivables in such Asset Pool Portion TIMES (y) the product of (A) the
Receivable Balance of all Eligible Receivables in each Asset Pool Portion,
multiplied by (B) the Credit Enhancement Factor(s) applicable to such Asset Pool
Portion and (ii) at any other date of determination, the product of (x) the
Class B Percentage(s) applicable to the Eligible Receivables in all Asset Pool
Portions TIMES (y) the product of (A) the Receivable Balance of all Receivables
in all Asset Pool Portions as of such date of determination, multiplied by (B)
the Credit Enhancement Factor(s) applicable to all Asset Pool Portions
(determined as of the applicable Purchase Date).
CLASS B INCREASED COSTS EVENT. With respect to any Affected Class B
Party any change in Regulation D of the Board occurring after the date hereof
which:
(A) shall impose, modify or deem applicable any material reserve
(including, without limitation, any reserve imposed by the
Board of Governors of the Federal Reserve System), but
excluding any reserve included in the determination of
interest rates, special deposit or similar requirements
against assets of, deposits with or for the account of, or
credit extended by, any Affected Party; or
(B) shall materially change the amount of capital maintained or
required or requested or directed to be maintained by any
Affected Party;
and the result of any of the foregoing is or would be to impose a
material additional cost on an Affected Class B Party acquiring, funding, making
or maintaining any assignment, interest or participation, to materially reduce
the amount of any sum received by an Affected Class B Party under the Sale and
Servicing Agreement with respect thereto, or in the good faith determination of
such Affected Class B Party, to materially reduce the rate of return on the
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capital of an Affected Class B Party as a consequence of its obligations in
connection with such assignment or participation interest or arising in
connection therewith to a level below that which such Affected Class B Party
would otherwise have achieved.
CLASS B INTEREST SHORTFALL means, with respect to any Payment Date, the
excess of the Class B Interest Distributable Amount for the preceding Collection
Period over the amount in respect of interest on the Class B Notes that was
actually disbursed from the Collection Account on such preceding Payment Date,
plus interest on such excess, to the extent permitted by law, at a rate per
annum equal to the Class B Note Rate for the related Interest Period, from such
preceding Payment Date to but excluding the related Payment Date.
CLASS B NOTE means any of the Issuer's Class B Variable Funding
Subordinated Notes.
CLASS B NOTE FINAL SCHEDULED MATURITY DATE means October 16, 2008;
provided that if the Purchase Period is extended in accordance with Section 2.8
of the Sale and Servicing Agreement, the Class B Note Final Scheduled Maturity
Date shall be October 16, 2009.
CLASS B NOTE INTEREST DISTRIBUTABLE AMOUNT means, with respect to any
Payment Date, an amount equal to the sum of (i) the product of (A) the
applicable Class B Note Rate for the related Interest Period TIMES (B) the
actual number of days in such Interest Period divided by 360 TIMES (C) the daily
weighted average Outstanding Amount of the Class B Notes PLUS (ii) the Class B
Interest Shortfall for such Payment Date.
CLASS B NOTE PURCHASE AGREEMENT. The Class B Note Purchase Agreement
dated as of September 1, 2000, among the Issuer, the Trust Depositor, the
Servicer, and the Class B Noteholder, as the same may be modified, amended or
restated from time to time.
CLASS B NOTE PURCHASE LIMIT. $25,578,000, as such amount may be
adjusted from time to time pursuant to Section 2.8(b) of the Sale and Servicing
Agreement.
CLASS B NOTE RATE means (a) for any Interest Period the LIBOR Rate for
such Interest Period plus the Class B Spread and (b) for the Class B Interest
Shortfall, the Alternate Rate plus 2% per annum.
CLASS B NOTEHOLDER means any holder of record of a Class B Note.
CLASS B PERCENTAGE. 28.42%; provided that with respect to Eligible
Receivables which are Aruba Receivables, such percentage shall be 30.00%.
CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT. (i) With respect to any Payment
Date prior to the occurrence of an Event of Default or Termination Event, an
amount equal to the excess, if any, of (1) the Outstanding Amount of the Class B
Notes (calculated as of the end of the immediately preceding Collection Period)
over (2) Class B Availability on the last day of such Collection Period or (ii)
with respect to any Payment Date following the occurrence of (1) an Event of
Default or (2) a Termination Event, the Class B Principal Distributable Amount
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shall equal the amount necessary to reduce the Outstanding Amount of the Class B
Notes to zero; provided that the failure to reduce the Outstanding Amount of the
Class B Notes to zero in accordance with Section 2.11(b) of the Sale and
Servicing Agreement solely after the occurrence of a Termination Event shall not
constitute an Event of Default until the Class B Note Final Scheduled Maturity
Date; provided, further, that in no event shall the Class B Principal
Distributable Amount exceed the Outstanding Amount of the Class B Notes and on
the Class B Note Final Scheduled Maturity Date, the Class B Principal
Distributable Amount will equal the amount necessary to reduce the Outstanding
Amount of the Class B Notes to zero.
CLASS B SPREAD. 4.00%.
CLOSING DATE. October 16, 2000.
CLUB. The club formed pursuant to the Club Trust Agreement as well as
any other club approved by the Trust.
CLUB MANAGEMENT AGREEMENT. The Amended and Restated Management
Agreement between Bluegreen Resorts Management, Inc. and Vacation Trust, Inc.
dated as of May 18, 1994, as amended from time to time.
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, October 15, 2000.
COLLECTION POLICIES. The Collection Policies attached to the Sale and
Servicing Agreement as Exhibit L, as amended or supplemented from time to time
with the prior written consent of the Facility Administrator.
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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.
COMMERCIAL PAPER NOTES. Short term promissory notes issued or to be
issued and short term loans made or to be made by the Class A Noteholders to
fund or refinance their investment in, or the purchase of the Class A Notes,
with maturities of 1 to 270 days selected by the Class A Noteholder.
COMPLETED UNITS. A Unit at a Resort or Additional 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 (and any Subsequent Purchase Agreement), and
includes the master file and the history file as well as servicing information
with respect to the Receivables.
CONSOLIDATED NET WORTH. On a consolidated basis for Bluegreen
Corporation 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 minus (ii) the sum
of treasury stock, capital stock subscribed for and unissued and other
contra-equity accounts, all determined in accordance with GAAP.
CORPORATE TRUST OFFICE means 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.
CP RATE. For any period and with respect to any Note purchased by a
Class A Noteholder through the issuance of its Commercial Paper Notes, the per
annum rate equivalent to the weighted average of the per annum rates paid or
payable by such Noteholder from time to time as interest on or otherwise (by
taking into consideration any incremental carrying costs associated with
short-term promissory notes issued by such Noteholder maturing on dates other
than those certain dates on which such Noteholder is to receive funds) in
respect of other promissory notes issued by such Noteholder that are allocated,
in whole or in part, by the Noteholder or the Facility Administrator (on behalf
of such Noteholder) to fund or maintain the purchase of or investment in the
Notes during such period, as determined by the Noteholder or the Facility
Administrator (on behalf of such Noteholder), which rates shall reflect and give
effect to (i) the commissions of placement agents and dealers in respect of such
promissory notes, to the extent such commissions are allocated, in whole or in
part, to such promissory notes, by the Noteholder or the Facility Administrator
(on behalf of such Noteholder); provided that for purposes of determining the CP
Rate, such commissions shall not exceed 0.05% per annum and (ii) other
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borrowings by such Noteholder including, without limitation, borrowings to fund
small or odd dollar amounts that are not easily accommodated in the commercial
paper market; provided, however, that if any component of such rate is a
discount rate, in calculating the CP Rate the Facility Administrator shall for
such component use the rate resulting from converting such discount rate to an
interest bearing equivalent rate per annum, with any per diem determination
based on a 360 day year.
CREDIT ENHANCEMENT FACTOR. At any Purchase Date, the applicable
percentage for Receivables (other than Aruba Receivables) comprising an Asset
Pool Portion set forth below based on the applicable Minimum Net Interest
Spread; provided that for each Purchase prior to the initial Determination Date,
the Credit Enhancement Factor for Receivables (other than Aruba Receivables)
shall be 95.0%:
MINIMUM NET INTEREST CREDIT ENHANCEMENT FACTOR
SPREAD (NON-ARUBA RECEIVABLES)
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>6.05% 95.0%
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< 6.05% - >5.85% 94.5%
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< 5.85% - >5.65% 94.0%
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< 5.65% - >5.45% 93.5%
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< 5.45% - >5.25% 93.0%
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< 5.25% - >5.05% 92.5%
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< 5.05% - >4.85% 92.0%
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< 4.85% - >4.65% 91.5%
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< 4.65% - >4.45% 91.0%
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< 4.45% - >4.25% 90.5%
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< 4.25% - >4.05% 90.0%
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< 4.05% - >3.85% 89.5%
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< 3.85% - >3.65% 89.0%
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< 3.65% - >3.45% 88.5%
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< 3.45% - >3.25% 88.0%
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< 3.25% - >3.00% 87.5%
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; provided that, at any Purchase Date, the applicable percentage for
Receivables which are Aruba Receivables comprising an Asset Pool Portion set
forth below based on the applicable Minimum Net Interest Spread; provided that
for each Purchase prior to the initial Determination Date, the Credit
Enhancement Factor applicable to Aruba Receivables shall be 85.0%:
MINIMUM NET INTEREST CREDIT ENHANCEMENT FACTOR
SPREAD (ARUBA RECEIVABLES)
-------------------- -------------------------
>4.50% 85.0%
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< 4.50% - >4.30% 84.5%
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< 4.30% - >4.10% 84.0%
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< 4.10% - >3.90% 83.5%
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< 3.90% - >3.70% 83.0%
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< 3.70% - >3.50% 82.5%
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< 3.50% - >3.30% 82.0%
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< 3.30% - >3.10% 81.5%
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< 3.10% - >2.90% 81.0%
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< 2.90% - >2.70% 80.5%
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< 2.70% - >2.50% 80.0%
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< 2.50% - >2.30% 79.5%
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< 2.30% - >2.10% 79.0%
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< 2.10% - >1.90% 78.5%
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< 1.90% - >1.70% 78.0%
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< 1.70% - >1.50% 77.5%
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< 1.50% - >1.30% 77.0%
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CREDIT POLICY. The Credit Policy attached to the Sale and Servicing
Agreement as Exhibit K, as amended or supplemented from time to time with the
prior written consent of the Noteholders.
CUSTODIAL AGREEMENT. An agency and custodial agreement; in such form as
shall be reasonably satisfactory to both the Noteholders and the Trust Depositor
and which Agreement shall be by and among Trust Depositor, the Trust, the
Indenture Trustee and the Custodian, providing for the custody and maintenance
of the Receivables Files relating to the Receivables.
CUSTODIAN. U.S. Bank Trust 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, such fee to be as specified in Schedule IV to the Sale and Servicing
Agreement.
CUTOFF DATE. With respect to each Purchased Receivable (including
Subsequent Receivables), the date specified in the related List of Receivables,
after which Collections on such Purchased Receivable are to constitute part of
the Asset Pool.
DECLARATION. With respect to each Resort, the condominium declaration
related thereto.
DEEDS. The writing evidencing title in the Club Trustee on behalf of
the 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, or (ii) all or part of any payment due
thereunder is more than 120 days delinquent.
DEFINITIONS ANNEX. This Definitions Annex.
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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 applicable Transaction Document) and
other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are
not prohibited by the terms of any Transaction Document, and
(ii) references to any statute or regulation are to be
construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or
interpreting the statute or regulation.
(viii) The captions and headings of the applicable Transaction
Document are for convenience of reference only and shall not
affect the interpretation of such Transaction Document.
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<PAGE> 13
(ix) The Transaction Documents may use several different
limitations, tests or measurements to regulate the same or
similar matters. All such limitations, tests and measurements
are cumulative and shall each be performed in accordance with
their terms.
(x) Unless otherwise expressly provided, any reference to any
action of the Noteholders by way of consent, approval or
waiver shall be deemed modified by the phrase "IN THEIR SOLE
DISCRETION."
(xi) The Transaction Documents are the result of negotiations among
and have been reviewed by counsel to the Noteholders, the
Trust Depositor, Bluegreen, and the other parties thereto, if
any, and are the products of all parties. Accordingly, they
shall not be construed against the Noteholders merely because
of the Noteholder's involvement in their preparation.
(xii) Unless the context otherwise clearly requires, all accounting
terms used in the applicable Transaction Document and not
expressly defined in the applicable Transaction Document or in
this Definitions Annex, shall be construed, and all financial
computations required thereunder shall be made, in accordance
with GAAP, consistently applied.
DOLLAR AND $. Lawful currency of the United States of America.
ELIGIBLE DEPOSIT ACCOUNT. A segregated trust or direct deposit account
with a Qualified Institution.
ELIGIBLE INTEREST RATE CAP PROVIDER. Any financial institution having a
short-term rating by S&P and Moody's of at least A-1+ and P-1, as applicable, or
a long-term rating of at least A+ and A1, as applicable, or such other financial
institution as is otherwise approved by the Noteholders.
ELIGIBLE RECEIVABLE. A Receivable under which:
(a) payments due under the Receivable shall be self-amortizing and
payable in monthly installments;
(b) the weighted average remaining term to maturity of all
Receivables with respect to an Asset Pool Portion purchased
under the Sale and Servicing Agreement from the date when such
Receivable is sold to the Trust pursuant to the Sale and
Servicing Agreement is at least thirty-six (36) months at the
time the Receivable is sold under the Sale and Servicing
Agreement;
(c) the Obligor thereunder has made a cash down payment of at
least 10% percent of the actual purchase price (including
closing costs) of the Interval (which cash down payment may,
in the case of Upgrades only, be represented by the principal
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payments on such Receivable since its date of origination) and
no part of such payment has been made or loaned to Obligor by
Bluegreen, Trust Depositor or an Affiliate thereof;
(d) the weighted average interest rate of all Receivables with
respect to an Asset Pool Portion sold under the Sale and
Servicing Agreement is not less than 14.90% per annum (or, in
the case of Aruba Receivables, 14.00% per annum) at the time
of purchase;
(e) no principal or interest due with respect to the Receivable is
more than thirty (30) days past due on a contractual basis at
the time of Purchase against such Receivable hereunder;
(f) the Obligor is not an Affiliate of Bluegreen or any
Subsidiary; PROVIDED that solely for the purposes of this
clause (f), a relative of an employee of Bluegreen or any
Subsidiary (or any of its Affiliates) shall not be deemed to
be an "AFFILIATE";
(g) the Receivable (and the Interval related thereto) is free and
clear of adverse claims, liens and encumbrances and is not
currently, subject to claims of rescission, invalidity,
unenforceability, illegality, defense, offset or counterclaim;
(h) the Receivable (other than an Aruba Receivable) is secured
directly by a first priority Mortgage on the purchased
Interval;
(i) if a Mortgage secures a Receivable, the title to the related
Interval is insured (or a commitment for title insurance has
been issued) under a mortgagee title insurance policy in form
and substance acceptable to the Facility Administrator;
(j) no Receivable shall be in an original principal amount excess
of $25,000 and no Obligor shall be the payor of aggregate
Receivables herein in an original principal amount in excess
of $50,000;
(k) payments with respect to the Receivable are to be in legal
tender of the United States;
(l) at least 90% of the aggregate outstanding principal balance of
all Receivables arise from Obligors who are either residents
of the U.S. or Canada at the time the Receivable is
originated; provided that, with respect to Aruba Receivables,
at least 60% of the aggregate outstanding principal balance of
all Aruba Receivables arise from Obligors who are either
residents of the U.S. or Canada at the time such Receivable is
originated;
(m) all monthly payments on the Receivable have been made by the
Obligor and not by Sellers or any Affiliate of Sellers on the
Obligor's behalf;
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<PAGE> 15
(n) the Receivable relates to a Resort or an Additional Resort;
(o) the Receivable constitutes either "CHATTEL PAPER", a "GENERAL
INTANGIBLE" or an "INSTRUMENT" as defined in the Code as in
effect in all applicable jurisdictions;
(p) the sale, transfer and assignment of the Receivable and the
related Trust Assets does not contravene or conflict with any
law, rule or regulation or any contractual or other
restriction, limitation or encumbrance, and the sale, transfer
and assignment of the Receivable and related Trust Assets does
not require the consent of the Obligor;
(q) the Receivable and the related Trust Assets are in full force
and effect, constitute the legal, valid and binding obligation
of the Obligor thereof enforceable against such Obligor in
accordance with its terms subject to the effect of bankruptcy,
fraudulent conveyance or transfer, insolvency, reorganization,
assignment, liquidation, conservatorship or moratorium, is not
to the Trust Depositor's or any Seller's knowledge subject to
any dispute, offset, counterclaim or defense whatsoever;
(r) the Receivable relates to a Completed Unit and the related
Trust Assets does not contravene in any material respect any
laws, rules or regulations applicable thereto (including,
without limitation, laws, rules and regulations relating to
usury, retail installment sales, truth in lending, fair credit
reporting, equal credit opportunity, fair debt collection
practices and privacy) and with respect to which no party
thereto is in violation of any such law, rule or regulation in
any material respect if such violation would impair the
collectibility of such Receivable and the related Trust
Assets;
(s) the Facility Administrator shall have determined that the
Obligor with respect to the Receivable either (i) has a FICO
score of at least 600 or (ii) if such Obligor's FICO score is
less than 600, none of the events described in the Credit
Policy shall be true with respect to such Obligor and, in
either case, the Receivable has not been modified in any
respect due to the deteriorative credit quality of the
Obligor;
(t) (i) no bankruptcy is currently existing with respect to the
Obligor and (ii) the Obligor is not insolvent;
(u) the Receivable shall not have an initial term to maturity of
more than 120 months;
(v) the Receivable shall not have a contractual interest rate less
than 12.90% per annum;
(w) the Obligor has made at least one (1) month's aggregate
required payments with respect to the Receivable;
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<PAGE> 16
(x) if a Resort is subject to a construction loan, the
construction lender shall have signed and delivered a
non-disturbance agreement (which may be contained in such
lender's mortgage) pursuant to which such construction lender
agrees not to foreclose on any Intervals relating to
Receivables which have been sold pursuant to the Sale and
Servicing Agreement;
(y) no more than the greater of (i) $7,200,000 or (ii) 8.0% of all
Eligible Receivables in the aggregate shall arise from Aruba
Receivables;
(z) the Receivable Balance of such Receivable constituting an RDI
Receivable, when aggregated with the Receivables Balance of
all other Eligible Receivables which are RDI Receivables,
shall not exceed 3% of the Receivables Balance of all Eligible
Receivables in the Asset Pool;
(aa) no condemnation proceedings have been instituted and are
continuing or are threatened with respect to a Resort relating
to such Receivable;
(bb) no foreclosure or similar proceedings have been instituted and
are continuing with respect to such Receivable or the related
Interval;
(cc) with respect to Aruba Receivables only, Bluegreen shall own,
directly or indirectly, at least 51% of the economic and
voting interests of Bluegreen Properties, N.V.;
(dd) the Receivables Balance of such Receivable, when aggregated
with the Receivables Balance of all other Eligible Receivables
relating to a particular Resort, shall not exceed 35% of the
Receivables Balance of all Eligible Receivables in the Asset
Pool;
(ee) none of the Obligors under the Receivables has had its rights
under the Club Trust Agreement suspended; and
(ff) the Receivable is not a Defaulted Receivable.
ENVIRONMENTAL LAWS. Means and includes the following as now in effect
or hereafter amended: the Comprehensive Environmental Response Compensation and
Liability Act, ("CERCLA"), 42 U.S.C.ss.9601 ET. SEQ.; the Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act ("RCRA"), 42
U.S.C.ss.6901 ET. SEQ.; the Toxic Substances Control Act ("TSCA"), 15
U.S.C.ss.2601, ET. SEQ.; the Clean Air Act, 42 U.S.C.ss.7401 - ET. SEQ.; the
Federal Water Pollution Control Act ("CLEAN WATER ACT"), 33 U.S.C.ss.1251 ET.
SEQ.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C.ss.11001
ET. SEQ.; the Hazardous Materials Transportation Act, 49 U.S.C.ss.1801 ET. SEQ.;
the Atomic Energy Act, 42 U.S.C.ss.2011 ET. SEQ.; the Safe Drinking Water Act,
42 U.S.C. ss.300f ET. SEQ. and the state law equivalents; any so-called
"SUPERFUND" or "SUPERLIEN" law; and any statute, ordinance, code, rule,
regulation, order, decree or requirement under international, federal, state,
regional, provincial or local law (including, without limitation, administrative
orders and consent decrees) in effect and as amended regulating, relating to or
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<PAGE> 17
imposing liability or standards of conduct concerning public health and safety,
protection of the environment, or any pollutant or contaminant or hazardous,
toxic or dangerous substance, waste, chemical or material, as now or any time
hereafter may be existing.
ERISA. The U.S. Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.
ERISA AFFILIATE. (a) Any corporation which is a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the
Code) as any Seller; (b) a trade or business (whether or not incorporated) under
common control (within the meaning of Section 414(c) of the Code) with any
Seller; or (c) a member of the same affiliated service group (within the meaning
of Section 414(m) of the Code) as any Seller, any corporation described in
clause (a) above or any trade or business described in clause (b) above.
EURODOLLAR DISRUPTION EVENT. The occurrence of any of the following:
(i) the Liquidity Bank shall have notified the Class A Noteholder of a
determination of such Person or any of its assignees or participants that it
would be contrary to law or to the directive of any central bank or other
Governmental Entity (whether or not having the force of law) to obtain Dollars
in the London interbank market to fund, purchase, participate or maintain any
Note, (ii) the Liquidity Bank shall have notified the Class A Noteholder of the
inability, for any reason, of such Person or any of its assignees or
participants to determine the LIBOR Rate, (iii) the Liquidity Bank shall have
notified the Class A Noteholder of a determination by such Person or any of its
assignees or participants that the rate at which deposits of Dollars are being
offered to such Person or any of its assignees or participants in the London
interbank market does not accurately reflect the cost to such Person, such
assignee or such participant of making, funding, purchasing, participating in or
maintaining any Note or (iv) the Liquidity Bank shall have notified the Class A
Noteholder of the inability of such Person or any of its assignees or
participants to obtain Dollars in the London interbank market to make fund,
purchase, participate in or maintain any Note.
EURODOLLAR RESERVE PERCENTAGE. For any period, the percentage
applicable during such period (or, if more than one such percentage shall be so
applicable, the daily average of such percentages for those days in such period
during which any such percentage shall be so applicable) under regulations
issued from time to time by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve requirement (including,
without limitation, any emergency, supplemental or other marginal reserve
requirement) with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (as defined in Regulation D of the Board of Governors
of the Federal Reserve System, as in effect from time to time) having a term of
one month.
EVENT OF DEFAULT. As defined in Section 5.1 of the Indenture.
EXCHANGE ACT. The Securities Exchange Act of 1934, as amended.
FACILITY ADMINISTRATOR. Heller Financial, Inc., a Delaware corporation,
and its successors and assigns.
FACILITY ADMINISTRATOR FEE. A fee payable monthly to the Facility
Administrator with respect to each Collection Period pursuant to Section 2.11 of
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the Sale and Security Agreement equal to the product of (i) one-twelfth of 0.10%
TIMES (ii) the Receivable Balance of all Receivables in the Asset Pool as of the
first day of such Collection Period.
FACILITY TERMINATION DATE. The earlier of (i) the Note Final Scheduled
Maturity Date or (ii) any date upon which an Event of Default or a Termination
Event has occurred and not been waived by the Noteholders.
FDIC. The Federal Deposit Insurance Corporation, or any successor
thereto.
FEDERAL RESERVE BOARD. The Board of Governors of the Federal Reserve
System.
FORCE MAJEURE DELAY. 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 herein or the performance of any other duty or obligation of the
Servicer hereunder 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 Facility Administrator written
notice thereof as soon as possible after the beginning of such delay.
FULFILLMENT RATE. A fraction expressed as a percentage the numerator of
which is the number of actual reservations made as a result of the first
"reservation request" made by a customer and the denominator of which is the
total number of customer reservation requests made. For purposes of this
definition, the term "reservation request" shall mean the submission of up to
three (3) preferences by a customer.
GAAP. Generally accepted accounting principles as in effect from time
to time in the United States.
GOVERNMENTAL AUTHORITY. The United States of America, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of, or pertaining
to, government.
GRANT. Mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create and grant a lien upon and a security
interest in and right of set-off against, deposit, set over and confirm pursuant
to the Indenture. A Grant of the Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise and generally to do
and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.
HAZARDOUS MATERIALS. Means the following: hazardous substances;
hazardous wastes; polychlorinated biphenyls ("PCB'S") or any substance or
compound containing PCB's; asbestos or any asbestos-containing materials in any
form or condition; radon; any other radioactive materials including any source,
special nuclear or by-product material; petroleum, crude oil or any fraction
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thereof which is liquid at standard conditions of temperature and pressure (60
degrees Fahrenheit and 14.7 pounds per square inch absolute); and any other
pollutant or contaminant or hazardous, toxic or dangerous chemicals, materials
or substances, as all such terms are used in their broadest sense and defined by
Environmental Laws.
HOLDER. The Person in whose name a Note is registered on the Note
Register.
INCREMENTAL PURCHASE. Any Purchase that increases the Outstanding
Amount of the Notes, as described in Section 2.1 of the Sale and Servicing
Agreement.
INCREMENTAL PURCHASE DATE. Any date a Purchase is made, other than the
Initial Purchase Date.
INDEBTEDNESS. 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 and (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.
INDEMNIFIED PARTY. As defined in Section 13.9(b) of the Sale and
Servicing Agreement.
INDENTURE. The Indenture, dated as of September 1, 2000, between the
Issuer and the Indenture Trustee, as the same may be amended or supplemented
from time to time.
INDENTURE TRUSTEE. U.S. Bank Trust National Association, a national
banking association, not in its individual capacity but solely as Indenture
Trustee under the Indenture, or any successor Indenture Trustee under the
Indenture.
INDENTURE TRUSTEE FEES. The fee payable monthly to the Indenture
Trustee with respect to each Collection Period pursuant to Section 2.11 of the
Sale and Servicing Agreement, such fee to be as specified in Schedule IV to the
Sale and Servicing Agreement.
INDEPENDENT. When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Issuer, the Trust Depositor or
the Servicer, (ii) is not a director, officer or employee of any Affiliate of
the Issuer, the Trust Depositor or the Servicer, (iii) is not a person related
to any officer or director of the Issuer, the Trust Depositor or the Servicer or
any of their respective Affiliates, (iv) is not a holder (directly or
indirectly) of more than 10% of any voting securities of Issuer, the Trust
Depositor or the Servicer or any of their respective Affiliates, and (v) is not
connected with the Issuer, the Trust Depositor or the Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
INELIGIBLE RECEIVABLE. As defined in Section 6.5 of the Sale and
Servicing Agreement.
INITIAL CUTOFF DATE. September 15, 2000.
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INITIAL PURCHASE. As defined in Section 2.1(a) of the Sale and
Servicing Agreement.
INITIAL PURCHASE DATE. As defined in Section 2.1(a) of the Sale and
Servicing Agreement.
INSOLVENCY PROCEEDING. With respect to a specified Person, (a) the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an
involuntary case under any applicable Insolvency Law now or hereafter in effect,
or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for such Person or for any substantial part of its property,
or ordering the winding-up or liquidation of such Person's affairs, and such
decree or order shall remain unstayed and in effect for a period of 30
consecutive days; or (b) the commencement by such Person of a voluntary case
under any applicable Insolvency Law now or hereafter in effect, or the consent
by such Person to the entry of an order for relief in an involuntary case under
any such law, or the consent by such Person to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for such Person or for any substantial part of its property,
or the making by such Person of any general assignment for the benefit of
creditors, or the failure by such Person generally to pay its debts as such
debts become due, or the taking of action by such Person in furtherance of any
of the foregoing.
INSOLVENCY LAWS. The Bankruptcy Code of the United States of America
and all other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, fraudulent conveyance, fraudulent
transfer, reorganization, suspension of payments, or similar debtor relief laws
from time to time in effect affecting the rights of creditors generally.
INSTRUMENTS. As defined in Section 9-105(l)(i) of the UCC.
INSURANCE POLICY. With respect to any Receivable, an insurance policy
covering physical damage to or loss of the related Interval or, if applicable,
any title commitment or title policy covering the Mortgage, if any, securing
such Receivable.
INSURANCE PROCEEDS. Depending on the context, any amounts payable or
any payments made, to the Servicer, any Seller or the Trust Depositor under any
Insurance Policy.
INTANGIBLE ASSET. A nonphysical, noncurrent 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.
INTERNAL REVENUE CODE. The Internal Revenue Code of 1986, as amended
from time to time.
INTEREST PERIOD means (i) with respect to the first Payment Date, the
period from and including the Closing Date to but excluding the fifteenth (15th)
day of the month next preceding the month of such Payment Date and (ii) with
respect to any subsequent Payment Date, the period from and including the
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sixteenth (16th) day of the second month preceding the month of such Payment
Date and ending on the fifteenth (15th) day of the month next preceding the
month of such Payment Date.
INTEREST RATE CAP AGREEMENT. An agreement between the Trust Depositor
and a counterparty that governs one or more interest rate caps which agreement
shall consist of a "Master Agreement" in a form published by the International
Swaps and Derivatives Association, Inc., together with a "Schedule" thereto
substantially in the form approved by the Facility Administrator in writing, and
each "Confirmation" thereunder confirming the specific terms of each such
transaction.
INTERVAL. With respect to any Resort or Additional Resort, (i) an
undivided fee simple ownership interest as a tenant in common or (ii) a Resort
Interest that is an ownership interest in real property substantially similar to
an ownership interest described in clause (i) above, with respect to any Unit in
such Resort or Additional Resort, with a right to use such Unit, or a Unit of
such type, generally for one week annually or biannually, together with all
appurtenant rights and interests as more particularly described in the Timeshare
Documents.
INVESTMENT EARNINGS. The investment earnings (net of losses and
investment expenses) on amounts on deposit in the Trust Accounts, to be credited
to the Collection Account on each Payment Date pursuant to Section 2.8 of the
Sale and Servicing Agreement.
ISSUER. BXG Receivables Owner Trust 2000.
ISSUER ORDER or ISSUER REQUEST. A written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to
the Indenture Trustee.
LATE CHARGES. Any late payment fees paid by Obligors on Receivables
after all sums received have been allocated first to regular installments due or
overdue and only to the extent in excess of the full amount of the related
installment.
LIBOR. In relation to any period, the rate for deposits in Dollars for
that period which appears on the Telerate Page 3750 as of 11:00 a.m. London time
on the second Business Day before the first day of the relevant period; provided
that if such rate does not appear on the Telerate Screen Page 3750, LIBOR shall
mean the average of rates determined by Barclays Bank PLC ("Barclays") as its
rate (such determination, absent demonstrable error or bad faith, to be
conclusive and binding on all parties hereto and their assignees) at which
30-day deposits in Dollars are being, have been, or would be offered or quoted
by Barclays to major banks in the applicable interbank market for Eurodollar
deposits at or about 11:00 a.m. (Chicago time) on such day.
LIBOR RATE. For any period means an interest rate per annum equal to
the sum of (i) a fraction (expressed as a percentage to the seventh decimal
place) the numerator of which is 30-day LIBOR for such period and the
denominator of which is equal to 100% MINUS (ii) the Eurodollar Reserve
Percentage for such period with any daily determination based on a 360 day year.
The LIBOR Rate shall be determined as of the second Business Day preceding the
first day of the applicable Interest Period.
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LIEN. Any mortgage, deed of trust, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), equity interest,
participation interest, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement or any
financing lease having substantially the same economic effect as any of the
foregoing.
LIFETIME CUMULATIVE DEFAULT RATE. With respect to each Tranche, a
fraction (expressed as a percentage) determined by dividing (a) the aggregate
Receivable Balance of all Receivables in the Tranche which became Defaulted
Receivables over the course of all preceding Collection Periods by (b) the
aggregate Receivable Balance of all Receivables (determined as of the Purchase
Date for such Receivables) in the Tranche.
LIFETIME CUMULATIVE DEFAULT THRESHOLD. With respect to each Tranche,
the percentage below corresponding to the period below which, in turn,
corresponds to the Weighted Average Tranche Age of the Tranche.
WEIGHTED AVERAGE TRANCHE AGE
(MONTHS) PERCENTAGE
----------------------------- ----------
0 < 6 4.5%
-
> 6 < 12 7.5%
-
> 12 < 18 9.0%
-
> 18 < 24 12.5%
-
> 24 < 30 14.0%
-
> 30 < 36 15.5%
-
> 36 < 48 16.0%
-
> 48 < 60 16.5%
-
> 60 < 72 17.0%
-
> 72 17.5%
LIQUIDITY BANK. Any "Assignee" as defined under the Liquidity
Agreement.
LIQUIDITY AGREEMENT. The Asset Purchase Agreement dated as of September
1, 2000, by and among Sheffield Receivables Corporation, the Liquidity Banks
named therein, and Barclays, as liquidity agent, as the same may be amended or
replaced from time to time.
LIST OF RECEIVABLES. The list identifying each Receivable constituting
part of the Trust Assets, which list shall consist of the initial List of
Receivables reflecting the Receivables purchased on the Initial Purchase Date,
together with any Subsequent List of Receivables amending the most current List
of Receivables reflecting (a) any Receivables purchased in an Incremental
Purchase, and (b) Subsequent Receivables or Substitute Receivables transferred
to the Trust on the related Subsequent Transfer Date (together with a deletion
from such list of the related Replaced Receivable or Receivables identified on
the corresponding Addition Notice), and which list in each case (a) identifies
each Receivable included in the Asset Pool, and (b) sets forth as to each such
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Receivable (i) the Receivable Balance as of the applicable Cutoff Date (and, for
a Subsequent List of Receivables, as to Receivables previously in the Asset
Pool, the Receivable Balance for such Receivables as of the date of delivery of
the Subsequent List of Receivables), and (ii) the maturity date for each listed
Receivable.
LOCKBOX means that certain post office lockbox through which cash,
checks, money orders and other items of value from Obligors are received and
processed by the Lockbox Bank for deposit into the Lockbox Account.
LOCKBOX ACCOUNT. The Eligible Deposit Account established with the
Lockbox Bank pursuant to Section 2.3(a) of the Sale and Servicing Agreement into
which Collections in respect of Purchased Receivables are to be deposited as the
same may be amended or supplemented.
LOCKBOX AGREEMENT. The Lockbox Agreement, dated as of October 16, 2000,
among the Sellers, the Indenture Trustee, the Facility Administrator the Trust
and the Lockbox Bank, with respect to the Lockbox Account, as the same may be
amended, supplemented or restated from time to time.
LOCKBOX BANK. Fleet Bank, NA, or any successors and assigns thereto as
Lockbox Bank permitted in accordance with the Lockbox Agreement.
LOCKBOX BANK FEES. The fee payable monthly with respect to each
Collection Period pursuant to Section 2.11 of the Sale and Servicing Agreement,
as specified in Schedule IV to the Sale and Servicing Agreement.
MARGIN STOCK has the meaning assigned to that term under Regulation U
of the Federal Reserve Board from time to time in effect.
MINIMUM NET INTEREST SPREAD. As at any Purchase Date, the difference
between (a) the weighted average interest rate of the Receivables for such Asset
Pool Portion LESS (b) the weighted average of the Class A Note Rate and the
Class B Note Rate (in each case calculated as of the most recent Determination
Date) LESS (c) the Servicing Fee Rate.
MINIMUM USAGE FEE. A fee, payable in arrears on the earlier of (x) the
Facility Termination Date or (y) the expiration of the Purchase Period, in
either case pursuant to Section 2.11 of the Sale and Servicing Agreement, in an
amount equal to the product of (i) 1.50% TIMES (ii) (A) the excess, if any, of
$70,000,000 over (B) the aggregate amount of all advances made by the
Noteholders during the Purchase Period. Such fee shall be calculated on the
basis of actual number of days elapsed over 360 from and including the Closing
Date to the earlier to occur of the events set forth in clause (x) or (y) above.
MONTHLY REPORT. A report, in substantially the form of EXHIBIT D to the
Sale and Servicing Agreement, furnished by the Servicer to the Facility
Administrator pursuant to Section 9.4 of the Sale and Servicing Agreement.
MOODY'S. Moody's Investors Service, Inc., and any successor thereto.
MORTGAGE. Any mortgage, deed of trust, purchase money deed of trust or
deed to secure debt granted by an Obligor to the originator of the Receivable
with respect to the purchase of an Interval and/or the contribution of the same
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to the Club and otherwise encumbering the related Interval to secure payments or
other obligations under such Receivable.
MULTIEMPLOYER PLAN. A "MULTIEMPLOYER PLAN" as defined in Section
4001(a)(3) of ERISA which is or was at any time during the current year or the
immediately preceding five years contributed to by any Seller or any ERISA
Affiliate on behalf of its employees.
NOTE FINAL SCHEDULED MATURITY DATE means the Class A Note Final
Scheduled Maturity Date or the Class B Note Final Scheduled Maturity Date, as
applicable.
NOTE INTEREST DISTRIBUTABLE AMOUNT. The sum of the Class A Interest
Distributable Amount and the Class B Interest Distributable Amount.
NOTE MAJORITY. The holders of the Notes evidencing more than 50% of the
Outstanding Amount of all Notes.
NOTE PERCENTAGE. The Class A Percentage or the Class B Percentage, as
applicable.
NOTE PURCHASE AGREEMENTS. Collectively, the Class A Note Purchase
Agreement and the Class B Note Purchase Agreement.
NOTE PURCHASE LIMIT. The sum of the Class A Note Purchase Limit and the
Class B Note Purchase Limit
NOTEHOLDER. Any of the Class A Noteholders and the Class B Noteholders.
NOTE PRINCIPAL DISTRIBUTABLE AMOUNT. The sum of the Class A Principal
Distributable Amount and the Class B Principal Distributable Amount.
NOTE REGISTER. As defined in Section 2.4 of the Indenture.
NOTE REGISTRAR. As defined in Section 2.4 of the Indenture.
NOTES. The Class A Notes and the Class B Notes, collectively.
OBLIGOR. A Person obligated to make payments with respect to a
Receivable including any guarantor thereof.
OFFICER'S CERTIFICATE. A certificate signed by any officer of the Trust
Depositor or the Servicer and delivered to the Indenture Trustee.
OPINION OF COUNSEL. A written opinion of counsel, who may be counsel
for the Trust Depositor or the Servicer and who shall be reasonably acceptable
to the Noteholders.
OUTSTANDING. As of any date of determination, with respect to any Class
of Notes, all of such Class of Notes theretofore authenticated and delivered
under the Indenture except:
(i) Notes theretofore canceled by the Note Registrar or delivered
to the Note Registrar for cancellation;
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(ii) Notes or portions thereof the payment for which money in the
necessary amount has been theretofore deposited with the
Indenture Trustee or any Paying Agent in trust for the Holders
of such Notes (PROVIDED, HOWEVER, that if such Notes are to be
redeemed, notice of such redemption has been duly given
pursuant to the Indenture); and
(iii) Notes in exchange for or in lieu of other Notes that 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 bona fide purchaser;
PROVIDED, that in determining whether the Holders of the requisite Outstanding
Amount of any Class of Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or under any Transaction
Document, Notes owned by the Issuer, any other obligor upon the Notes, the
Sellers or any Affiliate of any or the foregoing Persons 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 knows to be so owned shall
be so disregarded. Notes so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Indenture Trustee the pledgee's right so to act with respect to such Notes and
that the pledgee is not the Issuer, any other obligor upon the Notes, the
Sellers or any Affiliate of any of the foregoing Persons.
OUTSTANDING AMOUNT. At any date of determination, with respect to any
Class of Notes, the aggregate outstanding principal amount of such Class of
Notes.
OWNER TRUSTEE. Wilmington Trust Company, a Delaware banking
corporation, in its capacity as owner trustee under the Trust Agreement.
OWNER TRUSTEE FEES. The fee payable monthly to the Owner Trustee with
respect to each Collection Period pursuant to Section 2.11 of the Sale and
Servicing Agreement, such fee to be specified in Schedule IV to the Sale and
Servicing Agreement.
PAYING AGENT. The Indenture Trustee or any other Person that meets the
eligibility standards for the Indenture Trustee specified in SECTION 6.11 of the
Indenture and is authorized by the Issuer to make the payments to and
distributions from the Collection Account, including payment of principal of or
interest on the Notes on behalf of the Issuer.
PAYMENT DATE. With respect to each Collection Period, the first
Business Day of the calendar month following the end of such Collection Period,
commencing on November 1, 2000.
PERMITTED INVESTMENTS. Negotiable instruments or securities or other
investments (a) which, except in the case of demand or time deposits,
investments in money market funds and Permitted Repurchase Obligations, are
represented by instruments in bearer or registered form or ownership of which is
represented by book entries by a Clearing Agency or by a Federal Reserve Bank in
favor of depository institutions eligible to have an account with such Federal
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Reserve Bank who hold such investments on behalf of their customers, (b) which,
as of any date of determination, mature by their terms on or prior to the
Payment Date immediately following such date of determination, and (c) which
evidence:
(i) marketable obligations of the United States of America, the
full and timely payment of which are backed by the full faith
and credit of the United States of America;
(ii) marketable obligations, the full and timely payment of which
are directly and fully guaranteed by the full faith and credit
of the United States of America;
(iii) bankers' acceptances and certificates of deposit and other
interest-bearing obligations denominated in U.S. dollars and
issued by any bank with capital, surplus and undivided profits
aggregating at least U.S. $100,000,000, the short-term
securities of which are rated at least A-1+ by S&P and P-1 by
Moody's;
(iv) Permitted Repurchase Obligations;
(v) commercial paper rated at least A-1+ by S&P and P-1 by
Moody's;
(vi) demand deposits, time deposits or certificates of deposit of
depository institutions or trust companies incorporated under
the laws of the United States of America or any state thereof
(or domestic branches of any foreign bank) and subject to
supervision and examination by federal or state banking or
depository institution authorities; provided that at the time
such investment, or the commitment to make such investment, is
entered into, the short-term debt rating of such depository
institution or trust company shall be at least A-1+ by S&P and
P-1 by Moody's;
(vii) investments in money market funds having, at the time of the
investment or contractual commitment to invest therein, a
rating of the highest category from Moody's or S&P or whose
portfolio is limited to the investments described in clauses
(i) or (ii) of this definition; and
(viii) any negotiable instruments or securities or other investments
in which the investment therein has been approved in writing
by the Facility Administrator with the consent of at least a
majority of the holders of the Class A Notes, such consent not
to be unreasonably withheld.
It is understood that the Indenture Trustee may trade with itself or an
Affiliate in the purchase or sale of Permitted Investments.
PERMITTED REPURCHASE OBLIGATIONS. Repurchase obligations with respect
to any security that is a direct obligation of, or fully guaranteed by, the
United States of America or any agency or instrumentality thereof the
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obligations of which are backed by the full faith and credit of the United
States of America, in either case entered into with a depository institution or
trust company (acting as principal) described in clause (iii) of the definition
of Permitted Investments.
PERMITTED LIENS:
(a) with respect to Receivables in the Asset Pool:
(i) 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 Trust Depositor created
pursuant to the Sale and Contribution Agreement, and
(iii) Liens in favor of the Trust and the Indenture
Trustee created pursuant to the Indenture and the
Sale and Servicing Agreement;
(b) with respect to the related Interval:
(i) materialmen's, warehousemen's, mechanics' 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 Trust Depositor created pursuant to
the Sale and Contribution Agreement, (iv) Liens in
favor of the Trust and the Indenture Trustee created
pursuant to the Indenture and the Sale and Servicing
Agreement, and (v) the Obligor's interest in the
Interval under the Receivable whether pursuant to the
Club Trust Agreement or otherwise; and
(c) with respect to Receivables and related Trust Assets in the
Asset Pool, any and all rights of the Beneficiaries referred
to in the Club Trust Agreement under such Club Trust
Agreement.
PERSON. An individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture,
government (or any agency or political subdivision thereof) or other entity.
POOL ASSET. On any day, any Trust Asset in the Asset Pool. If any Trust
Asset is a Pool Asset on the day immediately preceding the Facility Termination
Date, such Trust Asset shall continue to be a Pool Asset at all times
thereafter.
PREDECESSOR NOTE of any Note, means every previous Note evidencing all
or a portion of the same debt as that evidenced by such particular Note.
PREDECESSOR SERVICER. As defined in Section 8.2 of the Sale and
Servicing Agreement.
PREPAID RECEIVABLE. Any Receivable that has terminated or been prepaid
in full prior to its scheduled expiration date (including because of a Casualty
Loss), other than a Defaulted Receivable.
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PREPAYMENTS. Any and all partial and full prepayments on a Receivable.
PROCEEDING means any suit in equity, action at law or other judicial or
administrative proceeding.
PROTECTIVE ADVANCES. At any time, payments made by the Servicer and
reimbursed (or to be reimbursed) in accordance with Section 2.11 of the Sale and
Servicing Agreement relating to the payment by the Servicer of any delinquent
Time Share Association dues, as to which the Servicer has not been reimbursed as
of such time pursuant to Section 2.11 of the Sale and Servicing Agreement, and
with respect to which the Servicer has given a written certification of the same
to the Indenture Trustee and the Facility Administrator.
PURCHASE. A purchase by the Trust of Receivables and related Trust
Assets from the Trust Depositor pursuant to Article II of the Sale and Servicing
Agreement, as described in Section 2.1(a) thereof.
PURCHASE DATE. The Initial Purchase Date and any Incremental Purchase
Date thereafter, and shall include any Subsequent Transfer Date.
PURCHASE DOCUMENTS. Any purchase agreement and related sale and escrow
documents executed and delivered by an Obligor to a Seller or the Additional
Resort owners with respect to the purchase of an Interval which is the subject
of a Receivable.
PURCHASE PERIOD. A period beginning on the Closing Date and ending on
the Purchase Period Termination Date.
PURCHASE PERIOD TERMINATION DATE. The earlier of (i) any date upon
which an Event of Default or Termination Event has occurred and is continuing or
(ii) October 16, 2001, as such Purchase Period may be extended from time to time
in the sole discretion of the Noteholders pursuant to Section 2.8 of the Sale
and Servicing Agreement.
PURCHASED RECEIVABLE. Any Receivable purchased pursuant to Article II
of the Sale and Contribution Agreement or Article II of the Sale and Servicing
Agreement.
QUALIFIED INSTITUTION. Either (a) the corporate trust department of the
Indenture Trustee, or (b) a depository institution organized under the laws of
the United States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), (i)(A) which has either (1)
a long-term unsecured debt rating of BBB or better by S&P and Baa2 or better by
Moody's or (2) a short-term unsecured debt rating or certificate of deposit
rating of A-2 or better by S&P or P-2 or better by Moody's or (B) the parent
corporation of which has either (1) a long-term unsecured debt rating of BBB or
better by S&P and Baa2 or better by Moody's or (2) a short-term unsecured debt
rating or certificate deposit rating of A-2 or better by S&P and P-2 or better
by Moody's and (ii) whose deposits are insured by the Federal Deposit Insurance
Corporation.
RDI RECEIVABLE. Receivables which have been originated by RDI Group,
Inc.
RECEIVABLE BALANCE. The actual unpaid principal balance of a
Receivable.
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RECEIVABLES. A promissory note or other contract and its related
security, if any, including but not limited to any Mortgage or security interest
in the related Interval (any accessions thereto) and any and all rights to
payments thereunder including any assignment documents relating thereto (i.e. an
allonge relating to a note), but excluding in any event Deeds relating to
Receivables. Receivables includes Subsequent Receivables and Substitute
Receivables. The term "Receivables" shall also include "Aruba Receivables".
RECEIVABLES DOCUMENTS. With respect to a Receivable, the Receivable and
all documents related to such Receivable, including the original of all
applicable promissory notes with the related allonge or other assignment
attached as required by the Sale and Servicing Agreement or the Custodial
Agreement, the original of any related recorded or unrecorded Mortgage (or a
copy of such recorded Mortgage if the original of the recorded Mortgage is not
available) and a copy of any recorded or unrecorded warranty deed transferring
legal title to the related Interval to the Obligor, payment records, the
original of any related assignment, modification or assumption agreement or, if
such original is unavailable, a copy thereof, current and historical
computerized data files, and all other papers and records of whatever kind or
description, whether developed or originated by Bluegreen, any Seller or another
Person, required to document, service or enforce a Receivable.
RECEIVABLES FILE. With respect to a Receivable, such Receivable; the
Assignment of such Receivable; the Mortgage or UCC financing statement, if any,
evidencing that the security interest granted under such Receivable, if any, has
been perfected under applicable state law; the original of any assumption
agreement or any modification extension or refinancing agreement; the
application of the related Obligor to obtain the financing extended by such
Receivable; the Purchase Documents; the Receivables Documents pertaining to a
particular Receivable and any additional amendments, supplements, extensions,
modifications or waiver agreements required to be added to the Receivables File
pursuant to the Sale and Servicing Agreement, the Credit Policy and/or the other
Transaction Documents.
RECORD DATE. With respect to a Payment Date or Redemption Date, the
close of business on the last Business Day of the immediately preceding month.
RECORDS. All Receivables and other documents, books, records and other
electronic media information (including without limitation, computer programs,
tapes, disks (including Computer Disks), punch cards, data processing software,
licenses, sublicenses, contracts, warranties and guarantees and related property
and rights all to the extent assignable pursuant to any third party arrangement
with the provider of any such computer programs, tapes, disks (including
Computer Disks), punch cards, data processing software, licenses, sublicenses,
contracts, warranties and guarantees and related property and rights) maintained
with respect to Trust Assets and the related Obligors which the Sellers,
Servicer, Successor Servicer or the Trust Depositor have themselves generated
(or in which the Trust Depositor has acquired an interest).
RECOVERIES. Any and all recoveries on account of a Defaulted
Receivable, including, without limitation, any and all cash proceeds from the
sale of repossessed or foreclosed Interval or other property, Insurance
Proceeds, and amounts related to overdue interest, but in each case net of
Remarketing Fees (to the extent applicable) as well as any amounts received from
the Servicer Purchase Option.
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REDEMPTION DATE. As defined in Section 10.1 of the Indenture.
REMARKETING FEES. With respect to the Servicer's activities of
remarketing an Interval relating to a Defaulted Receivable an amount equal to
45% of the gross resale proceeds of such Interval.
REPLACED RECEIVABLE. As defined in Section 2.7(a) of the Sale and
Servicing Agreement.
REQUEST NOTICE. A written notice, substantially in the form of EXHIBIT
A to the Sale and Servicing Agreement, to be delivered in accordance with
Article II thereof in connection with a Purchase.
REQUIRED REPORTS. Collectively, the Monthly Report, the Servicer's
Certificate, the Accountant's Report, the annual statement of compliance from
Servicer, the sales and inventory reports, the quarterly financial statements of
Bluegreen, the Time Share Association reports, the audit reports, the other
reports and the SEC reports required to be delivered to the Noteholders pursuant
to Article Nine of the Sale and Servicing Agreement.
REQUIREMENTS OF LAW. For any Person shall mean the certificate of
incorporation or articles of association and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
order or determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether Federal, state or local (including, without limitation, usury laws, the
Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board of
Governors of the Federal Reserve System).
RESERVATION SYSTEM. The reservation system utilized by the Club and
owned and managed by the Club Managing Entity or the services contracted by the
Club Managing Entity with a third party.
RESERVE ACCOUNT. The Reserve Account established and maintained
pursuant to Section 2.3 of the Sale and Servicing Agreement.
RESERVE ACCOUNT REQUIRED AMOUNT. For any Determination Date, an amount
equal to the greater of $900,000 or 7.00% of the Receivable Balance of all
Receivables in the Asset Pool as of the end of the most recent Collection
Period; provided that prior to the occurrence of an Event of Default or a
Termination Event, if the amount in the Reserve Account exceeds the greater of
$900,000 or 7.00% of the Receivable Balance of all Receivables in the Asset Pool
as of such date such excess amount shall be released to the Trust Depositor;
provided, that after the Payment Date on which the amount in the Reserve Account
is at least equal to $900,000, in no event shall the Reserve Account Required
Amount be less than the lesser of (i) $900,000 or (ii) the Outstanding Amount;
provided that the Reserve Account Required Amount on the date of the initial
Purchase shall be $0.
RESORTS. Those certain timeshare vacation resorts listed on Exhibit C
to the Sale and Servicing Agreement and any Additional Resorts.
RESORT INTEREST. As defined in the Club Trust Agreement.
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RESPONSIBLE OFFICER. As to any Person and any Transaction Document in
which such term is used with respect to such Person, any officer of such Person
with direct responsibility for the administration of the subject matter at issue
in such Transaction Document 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.
SALE AND CONTRIBUTION AGREEMENT. The Sale and Contribution Agreement,
dated as of September 1, 2000 by and among the Sellers and the Trust Depositor,
as the same may be amended, modified, supplemented, restated, replaced or
renewed in writing from time to time.
SALE AND SERVICING AGREEMENT. The Sale and Servicing Agreement, dated
as of September 1, 2000, among the Trust Depositor, the Servicer, the Trust, the
Club Trustee, the Back-up Servicer, the Facility Administrator, the Noteholders,
the Custodian and the Indenture Trustee, as the same may be amended, modified,
supplemented, restated, replaced or renewed in writing from time to time.
SECURITIES ACT. The Securities Act of 1933, as amended.
SELLERS. As defined in the preamble to the Sale and Contribution
Agreement.
SERVICER. Collectively, unless the context otherwise requires,
Bluegreen and its permitted successors and assigns, and following a Servicer
Transfer, any Person becoming a Successor Servicer as provided in the Sale and
Servicing Agreement pursuant to a Servicer Transfer.
SERVICER ADVANCE. An advance of any scheduled principal or interest due
under a Receivable made by the Servicer pursuant to Section 9.15 of the Sale and
Servicing Agreement.
SERVICER PURCHASE OPTION. The Servicer's (so long as the Servicer is
Bluegreen or an Affiliate thereof) right (but not the obligation) to repurchase
the Interval relating to a Defaulted Receivable for an amount equal to
twenty-four percent (24%) of the Obligor's initial purchase price for the
Interval.
SERVICER TERMINATION EVENT. As defined in Section 8.1 of the Sale and
Servicing Agreement.
SERVICER TRANSFER. Has the meaning assigned in Section 8.2 of the Sale
and Servicing Agreement.
SERVICING FEE. The fee payable monthly to the Servicer with respect to
each Collection Period pursuant to Section 2.11 of the Sale and Servicing
Agreement, equal to one-twelfth of the product of (a) the Servicing Fee Rate,
and (b) the Receivable Balance of the Asset Pool as of the first day of such
Collection Period; PROVIDED that in the event the Back-up Servicer becomes the
Servicer pursuant to the Sale and Servicing Agreement, the Servicing Fee shall
be as specified in Schedule IV to the Sale and Servicing Agreement.
SERVICING FEE RATE. Shall mean 1.50%.
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SERVICING OFFICER. Any officer of the Servicer or any Successor
Servicer involved in, or responsible for, the administration and servicing of
Purchased Receivables whose name appears on a list of servicing officers
appearing in an Officer's Certificate furnished to the Indenture Trustee by the
Servicer, as the same may be amended or supplemented from time to time by
delivery of a similar Officer's Certificate to such parties.
S&P. Standard & Poor's Ratings Service, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.
SUCCESSOR SERVICER. The successor servicer appointed pursuant to
Section 8.2 of the Sale and Servicing Agreement.
SOLVENT. As to any Person at any time, that (a) the fair value of the
property of such Person is greater than the amount of such Person's liabilities
(including disputed, contingent and unliquidated liabilities) as such value is
established and liabilities evaluated for purposes of Section 101(31) of the
Bankruptcy Code; (b) the present fair salable value of the property of such
Person in an orderly liquidation of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured; (c) such Person is able to realize upon its
property and pay its debts and other liabilities (including disputed, contingent
and unliquidated liabilities) as they mature in the normal course of business;
(d) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature; and (e) such Person is not engaged in business or a
transaction, and is not about to engage in a business or a transaction, for
which such Person's property would constitute unreasonably small capital.
STALE INTERVALS. An Interval which has not been remarketed by the
Servicer which relates to a Receivable which is 360 days delinquent.
SUBORDINATED INDEBTEDNESS. Indebtedness of Bluegreen which is denoted
in Bluegreen's audited financial statements as "SUBORDINATED INDEBTEDNESS."
SUBSEQUENT CUTOFF DATE. The date specified as such for Subsequent
Receivables in the related Subsequent Transfer Agreement and/or Addition Notice.
SUBSEQUENT LIST OF RECEIVABLES. A list, in the form of the initial List
of Receivables delivered on the Initial Purchase Date, but which list includes
and separately identifies (a) with respect to such list delivered in connection
with an Incremental Purchase, each Receivable purchased for such Incremental
Purchase, (b) with respect to such list delivered in connection with a
conveyance of Subsequent Receivables, each Subsequent Receivable transferred to
the Trust pursuant to the related Subsequent Transfer Agreement and (c) with
respect to such list delivered in connection with a conveyance of Substitute
Receivables, each Substitute Receivable transferred to the Trust pursuant to the
related Substitute Transfer Agreement.
SUBSEQUENT PURCHASE AGREEMENT. With respect to any Subsequent
Receivables, the agreement between the Sellers and the Trust Depositor pursuant
to which the Sellers will transfer the Subsequent Receivables to the Trust
Depositor, the form of which is attached to the Sale and Contribution Agreement
as EXHIBIT B.
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SUBSEQUENT RECEIVABLE. Any Eligible Receivable conveyed, assigned and
transferred by the Trust Depositor to the Trust pursuant to Section 2.7 (or,
with respect to Substitute Receivables, Section 6.5) of the Sale and Servicing
Agreement (and which have been acquired by the Trust Depositor from the Sellers
pursuant to Section 2.03 of the Sale and Contribution Agreement).
SUBSEQUENT RECEIVABLE QUALIFICATION CONDITIONS. With respect to any
Subsequent Receivable (or, for purposes of Section 6.5 of the Sale and Servicing
Agreement, Substitute Receivables) being transferred to the Trust pursuant to
Section 2.7 of the Sale and Servicing Agreement, the accuracy of each of the
following statements as of the related Subsequent Transfer Date for such
Receivable:
(a) the sum of (x) the aggregate Receivable Balance of such
Subsequent Receivable(s) plus (y) cash deposited into the
Lockbox Account by the Trust Depositor is not less than that
of the related Replaced Receivable or Receivables identified
on the related Addition Notice; and
(b) for each separate Collection Period which corresponds to a
Collection Period in which a payment would have been owing on
the related Replaced Receivable or Receivables identified on
the related Addition Notice, the weighted average interest
rate and weighted average remaining term on such Receivables
are equal to or greater than the weighted average interest
rate and weighted average remaining term on the Receivables
being replaced; and
(c) the addition of such Subsequent Receivable to the Asset Pool
(and corresponding removal of the related Replacement
Receivable or Receivables) will not cause the aggregate
outstanding principal balance to exceed the Note Purchase
Limit; and
(d) no selection procedure adverse to the Noteholders or their
assigns shall have been employed in the selection of such
Subsequent Receivable from any Seller's portfolio; and
(e) all actions or additional actions (if any) necessary, in the
reasonable judgment of the Facility Administrator, to perfect
the security interest and assignment of such Subsequent
Receivable and related Interval to the Trust Depositor (from
the Sellers) and to the Trust (from the Trust Depositor) shall
have been taken as of or prior to the Subsequent Transfer
Date; and
(f) the Subsequent Receivables are Eligible Receivables.
SUBSEQUENT RECEIVABLE TRANSFER CONDITION. With respect to any
Subsequent Receivable (which such term includes Substitute Receivable) being
conveyed to the Trust, the condition that after giving effect to such transfer,
the Receivable Balance (determined as of the related Subsequent Cutoff Date) of
all Subsequent Receivables transferred to the Trust since the Closing Date (i)
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does not exceed 12.50% of the Receivable Balance (determined as of the related
Cutoff Date) of all Receivables theretofore purchased by the Trust; and (ii)
with respect to Defaulted Receivables, does not exceed 7.5% of the Receivable
Balance (determined as of the related Cutoff Date) of all Receivables
theretofore purchased by the Trust.
SUBSEQUENT TRANSFER. The transfer of Subsequent Receivables or
Substitute Receivables to the Trust.
SUBSEQUENT TRANSFER AGREEMENT. The agreement with respect to the
transfer of Subsequent Receivables described in Section 2.7 of the Sale and
Servicing Agreement.
SUBSEQUENT TRANSFER DATE. Any date on which Subsequent Receivables (or
Substitute Receivables) are transferred to the Trust pursuant to the Sale and
Servicing Agreement and a related Subsequent Transfer Agreement or Substitute
Transfer Agreement.
SUBSIDIARY of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture, limited liability company or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of Bluegreen Corporation but in no event will the term
"Subsidiary" include the Trust.
SUBSTITUTE CUTOFF DATE. The date specified as such for Substitute
Receivables in the related Substitute Transfer Agreement and/or Addition Notice.
SUBSTITUTE PURCHASE AGREEMENT. With respect to any Substitute
Receivables, the agreement between the Sellers and the Trust Depositor pursuant
to which the Sellers will transfer the Substitute Receivables to the Trust
Depositor, the form of which is attached to the Sale and Contribution Agreement
as EXHIBIT C.
SUBSTITUTE RECEIVABLE. Any Eligible Receivable conveyed, assigned and
transferred by the Trust Depositor to the Trust pursuant to Section 6.5 of the
Sale and Servicing Agreement (and which have been acquired by the Trust
Depositor from the Sellers pursuant to Section 2.03 of the Sale and Contribution
Agreement).
SUBSTITUTE TRANSFER AGREEMENT. The agreement with respect to the
transfer of Substitute Receivables described in Section 2.7 of the Sale and
Servicing Agreement.
SUCCESSOR SERVICER. As defined in Section 8.2 of the Sale and Servicing
Agreement.
TANGIBLE NET WORTH. Consolidated Net Worth minus Intangible Assets plus
Subordinated Indebtedness.
TERMINATION EVENT. Means any one of the following events:
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(a) as of any Determination Date, with respect to any Tranche, the
Lifetime Cumulative Default Rate for such Tranche shall exceed the Lifetime
Cumulative Default Threshold for such Tranche;
(b) as of any Determination Date, the Trailing Six Month Default Rate
exceeds 6.00%; provided, however, if such Determination Date is after the
Purchase Period Termination Date and the Asset Pool aggregate Receivable Balance
as of such Determination Date is less than 7.50% of the aggregate of the
original Receivables Balances of all Receivables at any time in the Asset Pool,
such test shall no longer be applicable;
(c) at the time of any sale of a Resort Interest to a customer, the
Vacation Points related thereto shall be greater than the Vacation Points
required for a customer to utilize the Accommodations appurtenant to such
Vacation Points;
(d) as of any Determination Date, the Trailing Three Month (31 to 59),
(60 to 89) and (90 to 119) Day Delinquency Rates exceed 6.0%, 4.0% and 2.0%
respectively, provided, however, if such Determination Date is after the
Purchase Period Termination Date and the Asset Pool aggregate Receivable Balance
as of such Determination Date is less than 7.50% of the aggregate of the
original Receivables Balances of all Receivables at any time in the Asset Pool,
such test shall no longer be applicable;
(e) as of the end of any fiscal quarter of the Servicer, the
Fulfillment Rate for the Resorts listed on Exhibit C shall be less than 75.0%;
(f) as of any Determination Date, the Trailing Three Month Gross
Recoveries are less than 85%;
(g) Bluegreen shall cease to own (whether directly or indirectly) 100%
of the issued and outstanding stock of the Trust Depositor and the Club Managing
Entity;
(h) a Servicer Termination Event shall have occurred and be continuing;
(i) the aggregate Outstanding Amount of all Notes exceeds Availability
for four (4) Business Days;
(j) any representation or warranty made by the Trust Depositor, the
Club Trustee or any Seller in any Transaction Document or any information
required to be given by the Club Trustee, any Seller or the Trust Depositor to
the Facility Administrator to identify the Receivables pursuant to any
Transaction Document, shall prove to have been incorrect in any material respect
when made or when delivered, which continues to be incorrect in any material
respect for a period of 30 days after written notice; PROVIDED, that this clause
(j) shall not apply to any representation and warranty which relates solely to
the condition of a Receivable on the date of Purchase or transfer and/or for
which either a substitution or repurchase right under the Transaction Documents
applies and for which such remedies are being pursued by the Trust Depositor and
the Sellers consistent therewith;
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PROVIDED that, and in any such event, the Indenture Trustee shall, at the
direction of the Note Majority, by written notice to the Trust Depositor,
declare the Facility Termination Date to have occurred.
TIME SHARE ASSOCIATION. A not-for-profit corporation under applicable
state law which is responsible for operating and maintaining a Resort or an
Additional Resort pursuant to the terms of a declaration and/or time share
declaration.
TIME SHARE DOCUMENTS. With respect to any Resort, the documents
relating to the sale of Intervals by the Sellers, their Subsidiaries or RDI
Group, Inc.
TRAILING SIX MONTH DEFAULT RATE. The fraction (expressed as a
percentage) determined by dividing (a) the aggregate Receivable Balance of all
Receivables in the Asset Pool which became Defaulted Receivables during the
previous six (6) Collection Periods by (b) the average Receivable Balance of the
Asset Pool over the previous six (6) Collections Periods; the percentage shall
be calculated monthly as of each Determination Date.
TRAILING THREE MONTH (31 TO 59), (60 TO 89) AND (90 TO 119) DAY
DELINQUENCY RATES. The average during the previous three (3) Collection Periods
of the fraction (expressed as a percentage) determined by dividing (a) the
aggregate Receivable Balance of all Receivables in the Asset Pool which were 31
to 59, 60 to 89 or 90 to 119 days delinquent (as applicable) at the end of such
Collection Period by (b) the aggregate Receivable Balance of all Receivables in
the Asset Pool at the end of such Collection Period; the percentage shall be
calculated monthly as of each Determination Date.
TRAILING THREE MONTH GROSS RECOVERIES. A fraction (expressed as a
percentage) determined by dividing (a) the aggregate gross proceeds (solely for
the purpose of this definition gross proceeds received for a Defaulted
Receivable shall equal one hundred percent (100%) of the then outstanding
principal balance of such Defaulted Receivable in the event the related Interval
is repurchased pursuant to the Servicer Purchase Option) derived from
remarketing Intervals relating to Defaulted Receivables during the preceding
three (3) Collection Periods by (b) the sum of (i) the aggregate original sales
price for such remarketed Intervals plus (ii) the amount (positive or negative)
by which the aggregate original sales prices of Stale Intervals as of the last
day of the preceding Collection Period exceeds the aggregate original sales
price of Stale Intervals as of the last day of the fourth preceding Collection
Period.
TRANCHE. Asset Pool Portions purchased over 12 month periods beginning
with the Initial Purchase Date.
TRANSACTION DOCUMENTS. The Sale and Servicing Agreement, the Lockbox
Agreement, the Custodial Agreement, the Sale and Contribution Agreement, the
Trust Agreement, the Indenture, the Note Purchase Agreements, the Notes, the
Back-Up Servicing Agreement, any Interest Rate Cap Agreement, any Subsequent
Transfer Agreement, any Subsequent Purchase Agreement, any Substitute Transfer
Agreement, any Substitute Purchase Agreement, any Assignment, and all other
agreements, instruments, documents and certificates executed and delivered to,
or in favor of, the Trust Depositor, the Trust, the Indenture Trustee, the
Facility Administrator or the Noteholders and including all other pledges,
powers of attorney, consents, assignments, contracts, notices, and all other
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written matter whether heretofore, now or hereafter executed by or on behalf of
the Seller, the Trust Depositor or the Trust in connection with the transactions
contemplated hereby and thereby. Any reference in any Transaction Document to a
Transaction Document shall include all appendices, exhibits or schedules
thereto, and all amendments, restatements, supplements or other modifications
thereto, and shall refer to such Transaction Document as the same may be in
effect at any and all times such reference becomes operative.
TRANSFER DEPOSIT AMOUNT. With respect to each Ineligible Receivable
(other than a Defaulted Receivable), on any date of determination, the
Receivable Balance of such Receivable less the principal portion of any
Unreimbursed Servicer Advance made in respect of such Receivable.
TRUST. BXG Receivables Owner Trust 2000.
TRUST ACCOUNT(S). Collectively, the Collection Account, the Lockbox
Account and the Reserve Account, or any of them individually.
TRUST ACCOUNT PROPERTY. The Trust Accounts, all amounts and investments
held from time to time in any Trust Account (whether in the form of deposit
accounts, physical property, book-entry securities or otherwise), and all
proceeds of the foregoing.
TRUST ADMINISTRATOR. Bluegreen Corporation, in its capacity as owner
trust administrator pursuant to the Administration Agreement.
TRUST ASSETS. As defined in Section 2.1 of the Sale and Servicing
Agreement.
TRUST DEPOSITOR. As defined in the preamble to the Sale and Servicing
Agreement.
UCC. The Uniform Commercial Code as in effect on the date hereof and
from time to time in effect in Illinois; PROVIDED, HOWEVER, in the event that,
by reason of mandatory provisions of law, any and all of the attachment,
perfection or priority of the Lien of the Trust Depositor, the Trust or the
Indenture Trustee in and to the Pool Assets is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of Illinois,
the term UCC shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection or priority and for purposes of definitions related to such
provisions.
UNCOLLECTIBLE ADVANCE. With respect to any Determination Date and any
Purchased Receivable, the amount, if any, advanced by the Servicer as a Servicer
Advance with respect to such Receivable which the Servicer has as of such
Determination Date determined in good faith will not be ultimately recoverable
by the Servicer or any Servicer Advance related to Defaulted Receivable.
UNIT(S). One individual air-space condominium unit, cabin, villa,
cottage or townhome within a Resort or Additional Resort, together with all
furniture, fixtures and furnishings therein, and together with any and all
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interests in common elements appurtenant thereto, as provided in the related
Declaration; provided that the definition of "Unit" shall not include or apply
to those units relating a campground/tent site, recreational vehicle site or
other non-permanent building or structure.
UNITED STATES. The United States of America.
UNREIMBURSED SERVICER ADVANCES. At any time, the amount of all previous
Servicer Advances (or portions thereof) as to which the Servicer has not been
reimbursed as of such time pursuant to Section 2.11 of the Sale and Servicing
Agreement and which the Servicer has determined in its sole discretion are
Uncollectible Advances, and with respect to which the Servicer has given a
written certification to such effect to the Indenture Trustee and the Facility
Administrator.
UPGRADE means an event whereby an Obligor purchases a greater number of
Vacation Points than such Obligor previously had.
VACATION POINTS. As defined in the Club Trust Agreement.
WEIGHTED AVERAGE TRANCHE AGE. With respect to each Tranche, the number
determined by dividing (a) the sum, for each Asset Pool Portion comprising the
Tranche, of the product of (i) the aggregate Receivable Balance (as of the
Purchase Date) of the Receivables in such Asset Pool Portion multiplied by (ii)
the number of months that have elapsed since the Purchase Date of such Asset
Pool Portion by (b) the aggregate Receivable Balance of the Receivables in such
Tranche.
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