10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

[X] - Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly period ended June 30, 2004

or

[   ] - Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-19292

BLUEGREEN CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	03-0300793
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4960 Conference Way North, Suite 100, Boca Raton, Florida	33431
(Address of principal executive offices)	(Zip Code)

(561) 912-8000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in 12b-2 of the Exchange Act). Yes [   ] No [X]

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     As of August 12, 2004, there were 29,072,170 shares of Common Stock, $.01 par value per share, issued, 2,755,300 treasury shares and 26,316,870 shares outstanding.

BLUEGREEN CORPORATION
Index to Quarterly Report on Form 10-Q

	Page
Part I - Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at December 31, 2003 and June 30, 2004		3
Condensed Consolidated Statements of Income — Three Months Ended June 30, 2003 and 2004		4
Condensed Consolidated Statements of Income — Six Months Ended June 30, 2003 and 2004		5
Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2003 and 2004		6
Notes to Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition		19
Item 4. Controls and Procedures		35
Part II - Other Information
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		36
Item 4. Submission of Matters to a Vote of Security Holders		36
Item 6. Exhibits and Reports on Form 8-K		36
Signatures		38
Sixth Supplemental Indenture
Sale and Contribution Agreement
Sale and Servicing Agreement
Trust Agreement
Indenture
Definitions Annex
Note Purchase Agreement
Amended and Restated Trust Agreement
Purchase and Contribution Agreement
Indenture
Standard Definitions to Indenture
Transfer Agreement
Sales Agreement
Amendment No. Six to Loan and Security Agreement
Section 302 Certification - CEO
Section 302 Certification - CFO
Section 906 Certification - CEO
Section 906 Certification - CFO

Note: The terms “Bluegreen” and “Bluegreen Vacation Club” are registered in the U.S. Patent and Trademark office by Bluegreen Corporation.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

BLUEGREEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	December 31,			June 30,
	2003			2004
	(Note)			(Unaudited)
ASSETS
Cash and cash equivalents (including restricted cash of approximately $33,540 and $45,885 at December 31, 2003 and June 30, 2004, respectively)	$	73,031		$	78,159
Contracts receivable, net		25,522			37,876
Notes receivable, net		94,194			102,121
Prepaid expenses		9,925			11,219
Other assets		19,711			18,318
Inventory, net		219,890			210,514
Retained interests in notes receivable sold		60,975			67,175
Property and equipment, net		63,430			68,990
Intangible assets		3,728			4,879
Total assets	$	570,406		$	599,251
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Accounts payable	$	6,983		$	9,072
Accrued liabilities and other		52,175			62,817
Deferred income		18,646			25,960
Deferred income taxes		43,924			52,648
Receivable-backed notes payable		24,921			26,413
Lines-of-credit and notes payable		87,858			67,212
10.50% senior secured notes payable		110,000			110,000
8.25% convertible subordinated debentures		34,371			28,007
Total liabilities		378,878			382,129
Minority interest		4,648			6,980
Commitments and contingencies
Shareholders’ Equity
Preferred stock, $.01 par value, 1,000 shares authorized; none issued		—			—
Common stock, $.01 par value, 90,000 shares authorized; 27,702 and 28,893 shares issued at December 31, 2003 and June 30, 2004, respectively		277			290
Additional paid-in capital		124,931			134,226
Treasury stock, 2,755 common shares at both December 31, 2003 and June 30, 2004, at cost		(12,885	)		(12,885	)
Accumulated other comprehensive income, net of income taxes		1,830			1,982
Retained earnings		72,727			86,529
Total shareholders’ equity		186,880			210,142
Total liabilities and shareholders’ equity	$	570,406		$	599,251

Note: The condensed consolidated balance sheet at December 31, 2003 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

See accompanying notes to condensed consolidated financial statements.

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BLUEGREEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	June 30, 2003		June 30, 2004
Revenues:
Sales of real estate	$	86,026	$	128,314
Other resort and communities operations revenue		14,831		19,089
Interest income		4,112		4,720
Gain on sales of notes receivable		1,323		1,216
Other income		551		236
		106,843		153,575
Costs and expenses:
Cost of real estate sales		26,273		43,826
Cost of other resort and communities operations		14,896		19,438
Selling, general and administrative expenses		50,161		66,881
Interest expense		2,972		4,098
Provision for loan losses		1,699		3,029
		96,001		137,272
Income before minority interest and provision for income taxes		10,842		16,303
Minority interest in income of consolidated subsidiary		719		1,503
Income before provision for income taxes		10,123		14,800
Provision for income taxes		3,897		5,698
Net income	$	6,226	$	9,102
Income per common share:
Basic	$	0.25	$	0.35
Diluted	$	0.23	$	0.31
Weighted average number of common and common equivalent shares:
Basic		24,590		26,082
Diluted		28,983		30,679

See accompanying notes to condensed consolidated financial statements.

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BLUEGREEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Six Months Ended
	June 30, 2003		June 30, 2004
Revenues:
Sales of real estate	$	147,808	$	214,505
Other resort and communities operations revenue		28,043		32,714
Interest income		7,867		9,741
Gain on sales of notes receivable		2,884		3,596
Other income		1,123		35
		187,725		260,591
Costs and expenses:
Cost of real estate sales		45,333		73,066
Cost of other resort and communities operations		29,292		33,198
Selling, general and administrative expenses		89,142		117,556
Interest expense		5,976		8,097
Provision for loan losses		3,225		3,899
		172,968		235,816
Income before minority interest and provision for income taxes		14,757		24,775
Minority interest in income of consolidated subsidiary		1,176		2,332
Income before provision for income taxes		13,581		22,443
Provision for income taxes		5,228		8,641
Net income	$	8,353	$	13,802
Income per common share:
Basic	$	0.34	$	0.54
Diluted	$	0.32	$	0.47
Weighted average number of common and common equivalent shares:
Basic		24,589		25,636
Diluted		28,913		30,518

See accompanying notes to condensed consolidated financial statements.

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BLUEGREEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended
	June 30,			June 30,
	2003			2004
Operating activities:
Net income	$	8,353		$	13,802
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest in income of consolidated subsidiary		1,176			2,332
Depreciation and amortization		6,991			7,048
Gain on sales of notes receivable		(2,884	)		(3,596	)
(Gain) loss on sale of property and equipment		(214	)		32
Provision for loan losses		3,225			3,899
Provision for deferred income taxes		5,228			8,641
Interest accretion on retained interests in notes receivable sold		(2,718	)		(2,866	)
Proceeds from sales of notes receivable		42,495			51,620
Proceeds from borrowings collateralized by notes receivable		16,723			6,928
Payments on borrowings collateralized by notes receivable		(2,813	)		(5,488	)
Change in operating assets and liabilities:
Contracts receivable		(14,436	)		(12,354	)
Notes receivable		(64,892	)		(76,700	)
Inventory		5,188			14,874
Other assets		(2,065	)		(1,098	)
Accounts payable, accrued liabilities and other		18,780			19,492
Net cash provided by operating activities		18,137			26,566
Investing activities:
Purchases of property and equipment		(4,236	)		(9,955	)
Sales of property and equipment		1,080			8
Installment payments on business acquisition (see Note 2)		—			(325	)
Cash received from retained interests in notes receivable sold		2,438			9,114
Net cash used by investing activities		(718	)		(1,158	)
Financing activities:
Proceeds from borrowings under line-of-credit facilities and other notes payable		17,000			23,179
Payments under line-of-credit facilities and other notes payable		(23,206	)		(44,798	)
Payment of debt issuance costs		(1,220	)		(972	)
Proceeds from exercise of stock options		24			2,311
Net cash used by financing activities		(7,402	)		(20,280	)
Net increase in cash and cash equivalents		10,017			5,128
Cash and cash equivalents at beginning of period		46,905			73,031
Cash and cash equivalents at end of period		56,922			78,159
Restricted cash and cash equivalents at end of period		(33,328	)		(45,885	)
Unrestricted cash and cash equivalents at end of period	$	23,594		$	32,274

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BLUEGREEN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(In thousands)
(Unaudited)

	Six Months Ended
	June 30,		June 30,
	2003		2004
Supplemental schedule of non-cash operating, investing and financing activities:
Inventory acquired through financing	$	20,438	$	798
Inventory acquired through foreclosure or deedback in lieu of foreclosure	$	3,212	$	4,700
Income tax benefit from stock options exercised	$	—	$	473
Property and equipment acquired through financing	$	2,250	$	175
Retained interests in notes receivable sold	$	9,996	$	12,202
Net change in unrealized losses in retained interests in notes receivable sold	$	1,260	$	246
Settlement of business acquisition purchase price (see Note 2)	$	—	$	1,175
Conversion of 8.25% convertible subordinated debentures	$	—	$	6,364

See accompanying notes to condensed consolidated financial statements.

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BLUEGREEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)

1. Organization and Significant Accounting Policies

     We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

     The financial information furnished herein reflects all adjustments consisting of normal recurring accruals that, in our opinion, are necessary for a fair presentation of the results for the interim periods. The results of operations for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the year ending December 31, 2004. For further information, refer to our audited consolidated financial statements for the year ended December 31, 2003, which are included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 29, 2004.

Organization

     We are a leading provider of vacation and residential lifestyle choices through our resorts and residential communities businesses. Our resorts business (“Bluegreen^® Resorts”) acquires, develops and markets vacation ownership interests (“VOIs”) in resorts generally located in popular, high-volume, “drive-to” vacation destinations. VOIs in any of our resorts entitle the buyer to an annual allotment of “points” in perpetuity (supported by an underlying deeded vacation ownership interest being held in trust for the buyer) in our Bluegreen Vacation Club^®. Members in our Bluegreen Vacation Club may use their points to stay in any of our participating resorts or for other vacation options, including cruises and stays at approximately 3,700 resorts offered by a third-party, worldwide vacation ownership exchange network. We are currently marketing and selling VOIs in 17 resorts located in the United States and Aruba as well as at four off-site sales offices located in the United States. Our residential communities business (“Bluegreen Communities™”) acquires, develops and subdivides property and markets residential land homesites, the majority of which are sold directly to retail customers who seek to build a home in a high quality residential setting, in some cases on properties featuring a golf course and other related amenities. During the six months ended June 30, 2004, sales generated by Bluegreen Resorts comprised approximately 65% of our total sales of real estate while sales generated by Bluegreen Communities comprised approximately 35% of our total sales of real estate. Our other resort and communities operations revenues consist primarily of mini-vacation package sales, vacation ownership tour sales, resort property management services, resort title services, resort amenity operations, rental brokerage services, realty operations and daily-fee golf course operations. We also generate significant interest income by providing financing to individual purchasers of VOIs and, to a lesser extent, homesites sold by Bluegreen Communities.

Principles of Consolidation

     Our condensed consolidated financial statements include the accounts of all of our wholly-owned subsidiaries and entities in which we hold a controlling financial interest. The only non-wholly owned subsidiary that we consolidate is Bluegreen/Big Cedar Vacations LLC (the “Joint Venture”), as we hold a 51% equity interest in the Joint Venture, have an active role as the day-to-day manager of the Joint Venture’s activities and have majority voting control of the Joint Venture’s management committee. We have eliminated all significant intercompany balances and transactions.

Use of Estimates

     Accounting principles generally accepted in the United States require us to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

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Earnings Per Common Share

     Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per common share is computed in the same manner as basic earnings per share, but also gives effect to all dilutive stock options using the treasury stock method and includes an adjustment, if dilutive, to both net income and shares outstanding as if our 8.25% convertible subordinated debentures were converted into common stock at the beginning of the periods presented. We have excluded approximately 1.3 million anti-dilutive stock options from our computation of earnings per common share for the three and six months ended June 30, 2003. There were no anti-dilutive stock options during the three and six months ended June 30, 2004.

     The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2003		2004		2003		2004
Basic earnings per share — numerator:
Net income	$	6,226	$	9,102	$	8,353	$	13,802
Diluted earnings per share — numerator:
Net income — basic	$	6,226	$	9,102	$	8,353	$	13,802
Effect of dilutive securities, net of income taxes		436		338		867		657
Net income — diluted	$	6,662	$	9,440	$	9,220	$	14,459
Denominator:
Denominator for basic earnings per share - weighted-average shares		24,590		26,082		24,589		25,636
Effect of dilutive securities:
Stock options		222		1,101		153		1,080
Convertible securities		4,171		3,496		4,171		3,802
Dilutive potential common shares		4,393		4,597		4,324		4,882
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions		28,983		30,679		28,913		30,518
Basic earnings per common share	$	0.25	$	0.35	$	0.34	$	0.54
Diluted earnings per common share	$	0.23	$	0.31	$	0.32	$	0.47

Retained Interest in Notes Receivable Sold

     When we sell our notes receivable either pursuant to our vacation ownership receivables purchase facilities (more fully described in Note 3) or term securitizations, we evaluate whether or not such transfers should be accounted for as a sale pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” and related interpretations. The evaluation of sale treatment under SFAS No. 140 involves legal assessments of the transactions, which include determining whether the transferred assets have been isolated from us (i.e. put presumptively beyond our reach and our creditors, even in bankruptcy or other receivership), determining whether each transferee has the right to pledge or exchange the assets it received, and ensuring that we do not maintain effective control over the transferred assets through either an agreement that (1) both entitles and obligates us to repurchase or redeem the assets before their maturity or (2) provides us with the ability to unilaterally cause the holder to return the assets (other than through a cleanup call).

     In connection with such transactions, we retain subordinated tranches, rights to excess interest spread and servicing rights, all of which are retained interests in the notes receivable sold. Gain or loss on the sale of the receivables depends in part on the allocation of the previous carrying amount of the financial assets involved in the transfer between the assets sold and the retained interests based on their relative fair value at the date of transfer.

     We consider our retained interests in notes receivable sold as available-for-sale investments and, accordingly, carry them at fair value in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” Accordingly, unrealized holding gains or losses on our retained interests in notes receivable sold are included in our shareholders’ equity, net of income taxes. Declines in fair value that are determined to be other than temporary are charged to operations.

9

     We measure the fair value of the retained interests in the notes receivable sold initially and periodically based on the present value of future expected cash flows estimated using our best estimates of the key assumptions - prepayment rates, loss severity rates, default rates and discount rates commensurate with the risks involved. We revalue our retained interests in notes receivable sold on a quarterly basis.

     Interest on the retained interests in notes receivable sold is accreted using the effective yield method.

Stock-Based Compensation

     SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”, encourages, but does not require companies to record compensation cost for employee stock options at fair value. We have elected to continue to account for our employee stock options using the intrinsic value method pursuant to Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations. Accordingly, compensation cost for our employee stock options is measured as the excess, if any, of the quoted market price of our stock at the date of the grant over the exercise price of the option.

     Pro forma information regarding net income and earnings per share as if we had accounted for the grants of stock options to our employees under the fair value method of SFAS No. 123 is presented below. There were 40,000 stock options granted to our non-employee directors during the six months ended June 30, 2004. The fair value of the stock options granted during the six months ended June 30, 2003 and 2004 was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: risk free investment rate of 2.80% and 2.12%; dividend yield of 0% and 0%; a volatility factor of the expected market price of our common stock of 0.733 and 0.650; and a weighted average life of the options of 5.0 years and 3.0 years, respectively.

     For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period. The effects of applying SFAS No. 123 for the purpose of providing pro forma disclosures are not likely to be representative of the effects on reported pro forma net income for future years, due to the impact of the staggered vesting periods of our stock option grants. Our pro forma information is as follows (in thousands, except per share data).

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2003			2004			2003			2004
Net income, as reported	$	6,226		$	9,102		$	8,353		$	13,802
Pro forma stock-based employee compensation cost, net of income taxes		(101	)		(138	)		(239	)		(202	)
Pro forma net income	$	6,125		$	8,964		$	8,114		$	13,600
Earnings per share, as reported:
Basic	$	0.25		$	0.35		$	0.34		$	0.54
Diluted	$	0.23		$	0.31		$	0.32		$	0.47
Pro forma earnings per share:
Basic	$	0.25		$	0.34		$	0.33		$	0.53
Diluted	$	0.23		$	0.30		$	0.31		$	0.47

Other Comprehensive Income

     Other comprehensive income on our condensed consolidated balance sheets is comprised of net unrealized gains on retained interests in notes receivable sold, which are held as available-for-sale investments. The following table discloses the components of our comprehensive income for the periods presented (in thousands):

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2003		2004		2003		2004
Net income	$	6,226	$	9,102	$	8,353	$	13,802
Net unrealized gains on retained interests in notes receivable sold, net of income taxes		843		496		776		152
Total comprehensive income	$	7,069	$	9,598	$	9,129	$	13,954

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Recent Accounting Pronouncements

     In January 2003, the Financial Accounting Standards Board (the “FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities - an interpretation of ARB No. 51” (“FIN 46”). FIN 46 addresses the consolidation of variable interest entities. FIN 46 expands the criteria for consideration in determining whether a variable interest entity should be consolidated by a business entity, and requires existing unconsolidated variable interest entities (which include, but are not limited to, certain special purpose entities) to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. This interpretation’s consolidation provisions applied immediately to variable interests in variable interest entities created after January 31, 2003. Pursuant to a subsequent FASB revision in December 2003, variable interest entities that were created before February 1, 2003 and were not reported as consolidated in accordance with FIN 46 previously were required to be reported as consolidated in the first interim or annual period ended after March 15, 2004. The adoption of FIN 46 did not have a material impact on our financial position or results of operations as of and for the six months ended June 30, 2004.

     In February 2003, the FASB released for public comment an exposure draft of an American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”), “Accounting for Real Estate Time-Sharing Transactions” and a proposed FASB Statement, “Accounting for Real Estate Time-Sharing Transactions-an amendment of FASB Statements No. 66 and No. 67.” The proposed SOP and related FASB Statement, if cleared by the FASB, would have provided accounting guidance for vacation ownership interest transactions, including: a framework for sales and revenue recognition, the accounting for cost of sales and inventory, credit losses and changes in estimates. In January 2004, the FASB recommended that the proposed SOP not include any revenue recognition guidance and that the Accounting Standards Executive Committee of the AICPA meet with the FASB staff to identify the topics to be retained and addressed by the proposed SOP. Based on the foregoing, we have not yet completely evaluated the impact of the proposed SOP on our financial position or results of operations, however, we do not believe that the SOP, if it is issued, will have a material impact on us as it is currently proposed.

Reclassifications

     We have made certain reclassifications of prior period amounts to conform to the current period presentation.

2. Acquisition

     On October 2, 2002, Great Vacation Destinations, Inc. (“GVD”), one of our wholly-owned subsidiaries, with no prior operations, acquired substantially all of the assets and assumed certain liabilities of TakeMeOnVacation, LLC, RVM Promotions, LLC and RVM Vacations, LLC (collectively, “TMOV”) for $2.8 million in cash, $500,000 of which was paid on March 31, 2003. The acquisition agreement provided for the payment of additional consideration of up to $12.5 million through December 31, 2007 upon GVD meeting certain earnings targets (the “earn out provisions”).

     On June 1, 2004, we executed an amendment to the acquisition agreement with the former owners of TMOV whereby in exchange for agreeing to pay $1.5 million, the former owners of TMOV agreed to release us from the contingent earn out provisions of the acquisition agreement. The $1.5 million is payable in quarterly installments over an 18 month period commencing on May 30, 2004 and was recorded as goodwill.

3. Sales of Notes Receivable

     In June 2001, we executed agreements for a vacation ownership receivables purchase facility (the “Purchase Facility”) with Credit Suisse First Boston (“CSFB”) acting as the initial purchaser. In April 2002, ING Capital, LLC (“ING”), an affiliate of ING Bank NV, acquired and assumed CSFB’s rights, obligations and commitments as initial purchaser in the Purchase Facility by purchasing the outstanding principal balance under the facility from CSFB. On October 8, 2003, Resort Finance, LLC (“RFL”), acquired and assumed ING’s rights, obligations and commitments as the initial purchaser in the Purchase Facility by purchasing the outstanding principal balance under the facility from ING (CSFB, ING and RFL are also individually referred to as the “Initial Purchaser” during their applicable terms in this role for the Purchase Facility). In connection with its assumption of the Purchase Facility and subsequent amendments, RFL increased the size of the Purchase Facility to $150.0 million and extended the term of the Purchase Facility on a revolving basis through September 30, 2004.

     The Purchase Facility utilizes an owner’s trust structure, pursuant to which we sell receivables to Bluegreen Receivables Finance Corporation V, one of our wholly-owned, special purpose finance subsidiaries (the “Finance Subsidiary”), and the Finance Subsidiary sells the receivables to an owners’ trust (a qualified special purpose entity) without recourse to us or the Finance Subsidiary except for breaches of certain representations and warranties at the time of sale. We did not enter into

11

any guarantees in connection with the Purchase Facility. The Purchase Facility has detailed requirements with respect to the eligibility of receivables for purchase and fundings under the Purchase Facility are subject to certain customary conditions precedent. Under the Purchase Facility, a variable purchase price of 85.00% of the principal balance of the receivables sold, subject to certain customary terms and conditions, is paid at closing in cash. The balance of the purchase price is deferred until such time as the Initial Purchaser has received a specified return and all servicing, custodial, agent and similar fees and expenses have been paid. The Initial Purchaser earned a return equal to the London Interbank Offered Rate (“LIBOR”) plus 1.00% through April 15, 2003, LIBOR plus 1.25% through October 7, 2003 and LIBOR plus an additional return ranging from 2.00% to 3.25% (based on the amount outstanding under the Purchase Facility) from October 8, 2003 through September 30, 2004, subject to the use of alternate return rates in certain circumstances. In addition, the Initial Purchaser received or will receive a 0.25% annual facility fee through April 15, 2003 and from October 8, 2003 through September 30, 2004. The Purchase Facility also provides for the sale of land notes receivable, under modified terms.

     RFL’s obligation to purchase under the Purchase Facility may terminate upon the occurrence of specified events. These specified events, some of which are subject to materiality qualifiers and cure periods, include, without limitation, (1) a breach by us of the representations or warranties in the Purchase Facility agreements, (2) a failure by us to perform the covenants in the Purchase Facility agreements, including, without limitation, a failure by us to pay principal or interest due to RFL, (3) the commencement of a bankruptcy proceeding or the like against us, (4) a material adverse change to us since December 31, 2001, (5) the amount borrowed under the Purchase Facility exceeding the borrowing base, (6) significant delinquencies or defaults on the receivables sold, (7) a payment default by us under any other borrowing arrangement of $5 million or more (a “Significant Arrangement”), or an event of default under any indenture, facility or agreement that results in a default under any Significant Arrangement, (8) a default or breach under any other agreement beyond the applicable grace period if such default or breach (a) involves the failure to make a payment in excess of 5% of our tangible net worth or (b) causes, or permits the holder of indebtedness to cause, an amount in excess of 5% of our tangible net worth to become due, (9) our tangible net worth not equaling at least $110.0 million plus 50% of net income and 100% of the proceeds from new equity financing following the first closing under the Purchase Facility, (10) our ratio of debt to tangible net worth exceeding 6 to 1, or (11) our failure to perform our servicing obligations.

     We act as servicer under the Purchase Facility for a fee. The Purchase Facility agreements include various conditions to purchase, covenants, trigger events and other provisions customary for a transaction of this type.

     During the three months ended June 30, 2004, we sold $21.2 million of aggregate principal balance of notes receivable under the Purchase Facility for a cumulative purchase price of $18.0 million. In connection with these sales, we recognized an aggregate gain of $1.2 million and recorded retained interests in notes receivable sold of $4.2 million and servicing assets totaling $219,000. During the six months ended June 30, 2004, we sold $60.8 million of aggregate principal balance of notes receivable under the Purchase Facility for a cumulative purchase price of $51.6 million. In connection with these sales, we recognized an aggregate gain of $3.6 million and recorded retained interests in notes receivable sold of $12.2 million and servicing assets totaling $626,000.

     The following assumptions were used to measure the initial fair value of the retained interests in notes receivable sold during the six months ended June 30, 2004: Prepayment rates ranging from 17% to 14% per annum as the portfolios mature; loss severity rate of 45%; default rates ranging from 7% to 1% per annum as the portfolios mature; and a discount rate of 14%.

     On July 8, 2004, BB&T Capital Markets, a division of Scott & Stringfellow, Inc. (“BB&T”), consummated a $156.6 million private offering and sale of vacation ownership receivable-backed securities on our behalf (the “2004 Term Securitization”). The $172.1 million in aggregate principal of vacation ownership receivables offered and sold in the 2004 Term Securitization included $152.8 million in aggregate principal of qualified receivables that were previously sold to RFL under the “Purchase Facility. In addition, the 2004 Term Securitization allows for an additional $19.3 million in aggregate principal of our qualifying vacation ownership receivables (the “Pre-funded Receivables”) that can be sold by us through October 6, 2004 to Bluegreen Receivables Finance Corporation VIII, our wholly-owned, special purpose finance subsidiary (“BRFC VIII”). BRFC VIII would then sell the Pre-funded Receivables to an owners’ trust (a qualified special purpose entity) without recourse to us or BRFC VIII, except for breaches of certain customary representations and warranties at the time of sale. The proceeds of $17.5 million (at an advance rate of 91%) as payment for the Pre-funded Receivables are being held in escrow by the trustee of the 2004 Term Securitization until such receivables are actually sold by us to BRFC VIII. If we don’t sell enough Pre-funded Receivables to receive the entire amount of related proceeds held in escrow, the remaining proceeds will be used to pay down amounts owed to investors in the 2004 Term Securitization. The proceeds from the 2004 Term Securitization were used to pay RFL all amounts outstanding under the Purchase Facility, pay fees associated with the transaction to third-parties, deposit initial amounts in a required cash reserve account and provide net cash proceeds of $1.3 million to us. We also received certain VOIs that were being held in the Purchase Facility in connection with previously defaulted receivables, certain vacation ownership notes receivable previously held in

12

the Purchase Facility which did not qualify for the 2004 Term Securitization and a retained interest in the future cash flows from the 2004 Term Securitization.

4. Senior Secured Notes Payable

     On April 1, 1998, we consummated a private placement offering (the “Offering”) of $110.0 million in aggregate principal amount of 10.5% senior secured notes due April 1, 2008 (the “Notes”). None of the assets of Bluegreen Corporation secure its obligations under the Notes, and the Notes are effectively subordinated to our secured indebtedness to any third party to the extent of assets serving as security therefore. The Notes are unconditionally guaranteed, jointly and severally, by each of our subsidiaries (the “Subsidiary Guarantors”), with the exception of Bluegreen/Big Cedar Vacations, LLC, Bluegreen Properties N.V., Resort Title Agency, Inc., any special purpose finance subsidiary, any subsidiary which is formed and continues to operate for the limited purpose of holding a real estate license and acting as a broker, and certain other subsidiaries which have individually less than $50,000 of assets (collectively, “Non-Guarantor Subsidiaries”). Each of the note guarantees cover the full amount of the Notes and each of the Subsidiary Guarantors is 100% owned, directly or indirectly, by us. Supplemental financial information for Bluegreen Corporation, its combined Non-Guarantor Subsidiaries and its combined Subsidiary Guarantors is presented below:

13

CONDENSED CONSOLIDATING BALANCE SHEETS
(In thousands)

	December 31, 2003
				Combined		Combined
	Bluegreen			Non-Guarantor		Subsidiary
	Corporation			Subsidiaries		Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	29,872		$	28,100	$	15,059	$	—		$	73,031
Contracts receivable, net		—			1,075		24,447		—			25,522
Intercompany receivable		100,191			—		—		(100,191	)		—
Notes receivable, net		847			19,232		74,115		—			94,194
Other assets		6,229			3,372		23,763		—			33,364
Inventory, net		—			22,225		197,665		—			219,890
Retained interests in notes receivable sold		—			60,975		—		—			60,975
Investments in subsidiaries		185,162			—		3,230		(188,392	)		—
Property and equipment, net		11,936			1,900		49,594		—			63,430
Total assets	$	334,237		$	136,879	$	387,873	$	(288,583	)	$	570,406
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable, accrued liabilities and other	$	13,266		$	29,258	$	35,280	$	—		$	77,804
Intercompany payable		—			1,127		99,064		(100,191	)		—
Deferred income taxes		(19,954	)		29,314		34,564		—			43,924
Lines-of-credit and notes payable		5,026			22,759		84,994		—			112,779
10.50% senior secured notes payable		110,000			—		—		—			110,000
8.25% convertible subordinated debentures		34,371			—		—		—			34,371
Total liabilities		142,709			82,458		253,902		(100,191	)		378,878
Minority interest		—			—		—		4,648			4,648
Total shareholders’ equity		191,528			54,421		133,971		(193,040	)		186,880
Total liabilities and shareholders’ equity	$	334,237		$	136,879	$	387,873	$	(288,583	)	$	570,406

	June 30, 2004
	(Unaudited)
				Combined		Combined
	Bluegreen			Non-Guarantor		Subsidiary
	Corporation			Subsidiaries		Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	20,191		$	39,726	$	18,242	$	—		$	78,159
Contracts receivable, net		—			2,438		35,438		—			37,876
Intercompany receivable		110,569			—		—		(110,569	)		—
Notes receivable, net		(1,354	)		24,238		79,237		—			102,121
Other assets		5,013			3,649		25,754		—			34,416
Inventory, net		—			22,162		188,352		—			210,514
Retained interests in notes receivable sold		—			67,175		—		—			67,175
Investments in subsidiaries		205,163			—		3,230		(208,393	)		—
Property and equipment, net		13,450			1,982		53,558		—			68,990
Total assets	$	353,032		$	161,370	$	403,811	$	(318,962	)	$	599,251
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable, accrued liabilities and other	$	10,035		$	37,843	$	49,971	$	—		$	97,849
Intercompany payable		—			3,512		107,057		(110,569	)		—
Deferred income taxes		(20,156	)		33,577		39,227		—			52,648
Lines-of-credit and notes payable		4,794			22,857		65,974		—			93,625
10.50% senior secured notes payable		110,000			—		—		—			110,000
8.25% convertible subordinated debentures		28,007			—		—		—			28,007
Total liabilities		132,680			97,789		262,229		(110,569	)		382,129
Minority interest		—			—		—		6,980			6,980
Total shareholders’ equity		220,352			63,581		141,582		(215,373	)		210,142
Total liabilities and shareholders’ equity	$	353,032		$	161,370	$	403,811	$	(318,962	)	$	599,251

14

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)

	Three Months Ended June 30, 2003
				Combined			Combined
	Bluegreen			Non-Guarantor			Subsidiary
	Corporation			Subsidiaries			Guarantors		Eliminations			Consolidated
REVENUES
Sales of real estate	$	—		$	9,943		$	76,083	$	—		$	86,026
Other resort and communities operations revenue		—			1,758			13,073		—			14,831
Management fees		9,426			—			—		(9,426	)		—
Equity income from subsidiaries		5,765			—			—		(5,765	)		—
Interest income		91			1,964			2,057		—			4,112
Gain on sale of notes receivable		—			1,323			—		—			1,323
Other income (expense), net		(23	)		(197	)		771		—			551
		15,259			14,791			91,984		(15,191	)		106,843
COSTS AND EXPENSES
Cost of real estate sales		—			2,597			23,676		—			26,273
Cost of other resort and communities operations		—			802			14,094		—			14,896
Management fees		—			305			9,121		(9,426	)		—
Selling, general and administrative expenses		6,893			5,292			37,976		—			50,161
Interest expense		1,851			177			944		—			2,972
Provision for loan losses		—			189			1,510		—			1,699
		8,744			9,362			87,321		(9,426	)		96,001
Income before minority interest and provision for income taxes		6,515			5,429			4,663		(5,765	)		10,842
Minority interest in income of consolidated subsidiary		—			—			—		719			719
Income before provision for income taxes		6,515			5,429			4,663		(6,484	)		10,123
Provision for income taxes		289			1,813			1,795		—			3,897
Net income	$	6,226		$	3,616		$	2,868	$	(6,484	)	$	6,226

	Three Months Ended June 30, 2004
				Combined		Combined
	Bluegreen			Non-Guarantor		Subsidiary
	Corporation			Subsidiaries		Guarantors		Eliminations			Consolidated
REVENUES
Sales of real estate	$	—		$	13,364	$	114,950	$	—		$	128,314
Other resort and communities operations revenue		—			2,265		16,824		—			19,089
Management fees		13,724			—		—		(13,724	)		—
Equity income from subsidiaries		8,466			—		—		(8,466	)		—
Interest income		60			1,986		2,674		—			4,720
Gain on sale of notes receivable		—			1,216		—		—			1,216
Other income (expense), net		(11	)		16		231		—			236
		22,239			18,847		134,679		(22,190	)		153,575
COSTS AND EXPENSES
Cost of real estate sales		—			3,315		40,511		—			43,826
Cost of other resort and communities operations		—			1,706		17,732		—			19,438
Management fees		—			279		13,445		(13,724	)		—
Selling, general and administrative expenses		10,301			6,544		50,036		—			66,881
Interest expense		2,439			299		1,360		—			4,098
Provision for loan losses		—			164		2,865		—			3,029
		12,740			12,307		125,949		(13,724	)		137,272
Income before minority interest and provision for income taxes		9,499			6,540		8,730		(8,466	)		16,303
Minority interest in income of consolidated subsidiary		—			—		—		1,503			1,503
Income before provision for income taxes		9,499			6,540		8,730		(9,969	)		14,800
Provision for income taxes		397			1,923		3,378		—			5,698
Net income	$	9,102		$	4,617	$	5,352	$	(9,969	)	$	9,102

15

	Six Months Ended June 30, 2003
				Combined			Combined
	Bluegreen			Non-Guarantor			Subsidiary
	Corporation			Subsidiaries			Guarantors		Eliminations			Consolidated
REVENUES
Sales of real estate	$	—		$	16,370		$	131,438	$	—		$	147,808
Other resort and communities operations revenue		—			2,903			25,140		—			28,043
Management fees		16,567			—			—		(16,567	)		—
Equity income from subsidiaries		9,600			—			—		(9,600	)		—
Interest income		164			3,772			3,931		—			7,867
Gain on sales of notes receivable		—			2,884			—		—			2,884
Other income (expense), net		60			(176	)		1,239		—			1,123
		26,391			25,753			161,748		(26,167	)		187,725
COSTS AND EXPENSES
Cost of real estate sales		—			4,445			40,888		—			45,333
Cost of other resort and communities operations		—			1,472			27,820		—			29,292
Management fees		—			516			16,051		(16,567	)		—
Selling, general and administrative expenses		14,595			8,914			65,633		—			89,142
Interest expense		4,223			265			1,488		—			5,976
Provision for loan losses		—			531			2,694		—			3,225
		18,818			16,143			154,574		(16,567	)		172,968
Income before minority interest and provision (benefit) for income taxes		7,573			9,610			7,174		(9,600	)		14,757
Minority interest in income of consolidated subsidiary		—			—			—		1,176			1,176
Income before provision (benefit) for income taxes		7,573			9,610			7,174		(10,776	)		13,581
Provision (benefit) for income taxes		(780	)		3,246			2,762		—			5,228
Net income	$	8,353		$	6,364		$	4,412	$	(10,776	)	$	8,353

	Six Months Ended June 30, 2004
				Combined			Combined
	Bluegreen			Non-Guarantor			Subsidiary
	Corporation			Subsidiaries			Guarantors		Eliminations			Consolidated
REVENUES
Sales of real estate	$	—		$	21,671		$	192,834	$	—		$	214,505
Other resort and communities operations revenue		—			4,314			28,400		—			32,714
Management fees		23,092			—			—		(23,092	)		—
Equity income from subsidiaries		14,123			—			—		(14,123	)		—
Interest income		157			4,673			4,911		—			9,741
Gain on sales of notes receivable		—			3,596			—		—			3,596
Other income (expense), net		(340	)		(316	)		691		—			35
		37,032			33,938			226,836		(37,215	)		260,591
COSTS AND EXPENSES
Cost of real estate sales		—			5,102			67,964		—			73,066
Cost of other resort and communities operations		—			2,519			30,679		—			33,198
Management fees		—			477			22,615		(23,092	)		—
Selling, general and administrative expenses		18,438			11,485			87,633		—			117,556
Interest expense		4,994			688			2,415		—			8,097
Provision for loan losses		—			438			3,461		—			3,899
		23,432			20,709			214,767		(23,092	)		235,816
Income before minority interest and provision (benefit) for income taxes		13,600			13,229			12,069		(14,123	)		24,775
Minority interest in income of consolidated subsidiary		—			—			—		2,332			2,332
Income before provision (benefit) for income taxes		13,600			13,229			12,069		(16,455	)		22,443
Provision (benefit) for income taxes		(202	)		4,180			4,663		—			8,641
Net income	$	13,802		$	9,049		$	7,406	$	(16,455	)	$	13,802

16

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Six Months Ended June 30, 2003
				Combined			Combined
	Bluegreen			Non-Guarantor			Subsidiary
	Corporation			Subsidiaries			Guarantors			Consolidated
Operating activities:
Net cash provided by operating activities	$	455		$	3,300		$	14,382		$	18,137
Investing activities:
Purchases of property and equipment		(625	)		(167	)		(3,444	)		(4,236	)
Sales of property and equipment		797			—			283			1,080
Cash received from retained interests in notes receivable sold		—			2,438			—			2,438
Net cash provided (used) by investing activities		172			2,271			(3,161	)		(718	)
Financing activities:
Proceeds from borrowings under line-of-credit facilities and notes payable		7,000			—			10,000			17,000
Payments under line-of-credit facilities and notes payable		(7,475	)		—			(15,731	)		(23,206	)
Payment of debt issuance costs		(201	)		(824	)		(195	)		(1,220	)
Proceeds from exercise of stock options		24			—			—			24
Net cash used by financing activities		(652	)		(824	)		(5,926	)		(7,402	)
Net increase (decrease) in cash and cash equivalents		(25	)		4,747			5,295			10,017
Cash and cash equivalents at beginning of period		22,373			17,951			6,581			46,905
Cash and cash equivalents at end of period		22,348			22,698			11,876			56,922
Restricted cash and cash equivalents at end of period		(173	)		(21,279	)		(11,876	)		(33,328	)
Unrestricted cash and cash equivalents at end of period	$	22,175		$	1,419		$	—		$	23,594

	Six Months Ended June 30, 2004
				Combined			Combined
	Bluegreen			Non-Guarantor			Subsidiary
	Corporation			Subsidiaries			Guarantors			Consolidated
Operating activities:
Net cash provided (used) by operating activities	$	(8,765	)	$	4,333		$	30,998		$	26,566
Investing activities:
Purchases of property and equipment		(2,925	)		(304	)		(6,726	)		(9,955	)
Sales of property and equipment		—			—			8			8
Installment payments on business acquisition		—			—			(325	)		(325	)
Cash received from retained interests in notes receivable sold		—			9,114			—			9,114
Net cash provided (used) by investing activities		(2,925	)		8,810			(7,043	)		(1,158	)
Financing activities:
Proceeds from borrowings under line-of-credit facilities and notes payable		—			3,179			20,000			23,179
Payments under line-of-credit facilities and notes payable		(302	)		(4,696	)		(39,800	)		(44,798	)
Payment of debt issuance costs		—			—			(972	)		(972	)
Proceeds from exercise of stock options		2,311			—			—			2,311
Net cash (used) provided by financing activities		2,009			(1,517	)		(20,772	)		(20,280	)
Net increase (decrease) in cash and cash equivalents		(9,681	)		11,626			3,183			5,128
Cash and cash equivalents at beginning of period		29,872			28,100			15,059			73,031
Cash and cash equivalents at end of period		20,191			39,726			18,242			78,159
Restricted cash and cash equivalents at end of period		(173	)		(29,590	)		(16,122	)		(45,885	)
Unrestricted cash and cash equivalents at end of period	$	20,018		$	10,136		$	2,120		$	32,274

17

5. Convertible Subordinated Debentures

     During the six months ended June 30, 2004, $6.4 million of our 8.25% Convertible Subordinated Debentures (the “Debentures”) were voluntarily converted by the holders of the Debentures at a conversion price of $8.24 per share. Such conversions resulted in the issuance of 772,992 shares of our common stock.

6. Contingencies

     On August 21, 2000, we received a notice of Field Audit Action (the “First Notice”) from the State of Wisconsin Department of Revenue (the “DOR”) alleging that two corporations purchased by us had failed to collect and remit sales and use taxes totaling $1.9 million to the State of Wisconsin prior to the purchase during the period from January 1, 1994 through September 30, 1997. On May 24, 2003, we received a second Notice of Field Audit Action (the “Second Notice”) from DOR alleging that the two subsidiaries failed to collect and remit sales and use taxes to the State of Wisconsin during the period from April 1, 1998 through June 30, 2002 totaling $1.4 million. The majority of the assessment is based on the subsidiaries not charging sales tax to purchasers of VOIs at our Christmas Mountain Village™ resort during the period from January 1, 1994 through December 31, 1999, when the Wisconsin statute requiring sales tax on certain VOI sales was repealed. As of June 30, 2004, aggregate interest and penalties under the First Notice and the Second Notice total approximately $3.2 million in addition to the $3.3 million claimed due. We filed petitions for redetermination with respect to the First Notice on October 19, 2000, and with respect to the Second Notice on July 9, 2003. If the petitions are unsuccessful, we intend to vigorously appeal the assessments.

     We acquired the subsidiaries that were the subject of the notices in connection with the acquisition of RDI Group, Inc. (“RDI”) on September 30, 1997. Under the RDI purchase agreement, we believe we have the right to set off payments owed by us to RDI’s former stockholders pursuant to a $1.0 million outstanding note payable balance and to make a claim against such stockholders for $500,000 previously paid to them for any breach of representations and warranties. One of the former RDI stockholders is currently employed by us as the Senior Vice President of Sales for Bluegreen Resorts. We have filed an action against the RDI stockholders for damages arising out of the Wisconsin assessments based on this right of indemnification and offset under the RDI purchase agreement and related promissory note. The RDI stockholders have filed a counterclaim against us and a third-party complaint against us and one of our wholly-owned subsidiaries alleging that we and our subsidiary have failed to make the payments required under the terms of the promissory note.

     As the statute requiring the assessment of sales tax on sales of certain VOIs in Wisconsin was repealed in December 1999 and based on the applicable statutes of limitations, we believe our exposure in these matters is limited to that discussed above. We have been engaging in active discussions with the DOR in an effort to settle all claims related to the First Notice and the Second Notice. There is no assurance that we will be successful in negotiating a favorable settlement with the DOR or avoid incurring significant legal costs to defend these matters. Based on our position in our petitions for redetermination, our position that we have indemnification rights and a right of offset against the former RDI stockholders, our intention to defend this matter vigorously and other factors, we do not believe that the possible sales tax assessment pursuant to the First Notice and the Second Notice will have a material adverse impact on our results of operations or financial position, and therefore we have not accrued any amounts relating to this matter. Should our attempts to reach a favorable settlement with the DOR regarding this matter fail there is no assurance that the outcome of this matter will be favorable and that in such case the impact may have a material adverse impact on our results of operations and financial position.

7. Business Segments

     We have two reportable business segments. Bluegreen Resorts develops, markets and sells VOIs in our resorts, through the Bluegreen Vacation Club, and provides resort management services to resort property owners associations. Bluegreen Communities acquires large tracts of real estate, which are subdivided, improved (in some cases to include a golf course on the property) and sold, typically on a retail basis as homesites. Disclosures for our business segments are as follows (in thousands):

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	Bluegreen		Bluegreen
	Resorts		Communities		Totals
As of and for the three months ended June 30, 2003
Sales of real estate	$	62,573	$	23,453	$	86,026
Other resort and communities operations revenue		12,846		1,985		14,831
Depreciation expense		874		399		1,273
Field operating profit		11,770		2,424		14,194
Inventory, net		71,909		119,684		191,593
As of and for the three months ended June 30, 2004
Sales of real estate	$	86,637	$	41,677	$	128,314
Other resort and communities operations revenue		16,764		2,325		19,089
Depreciation expense		1,200		457		1,657
Field operating profit		16,272		7,370		23,642
Inventory, net		112,668		97,846		210,514
For the six months ended June 30, 2003
Sales of real estate	$	107,135	$	40,673	$	147,808
Other resort and communities operations revenue		24,779		3,264		28,043
Depreciation expense		1,669		797		2,466
Field operating profit		18,997		3,616		22,613
For the six months ended June 30, 2004
Sales of real estate	$	139,784	$	74,721	$	214,505
Other resort and communities operations revenue		29,042		3,672		32,714
Depreciation expense		2,302		914		3,216
Field operating profit		24,339		12,589		36,928

Reconciliations to Consolidated Amounts

     Field operating profit for our reportable segments reconciled to our consolidated income before provision for income taxes and minority interest is as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2003			2004			2003			2004
Field operating profit for reportable segments	$	14,194		$	23,642		$	22,613		$	36,928
Interest income		4,112			4,720			7,867			9,741
Gain on sales of notes receivable		1,323			1,216			2,884			3,596
Other income		551			236			1,123			35
Corporate general and administrative expenses		(4,667	)		(6,384	)		(10,529	)		(13,529	)
Interest expense		(2,972	)		(4,098	)		(5,976	)		(8,097	)
Provision for loan losses		(1,699	)		(3,029	)		(3,225	)		(3,899	)
Consolidated income before minority interest and provision for income taxes	$	10,842		$	16,303		$	14,757		$	24,775

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Cautionary Statement Regarding Forward-Looking Statements and Risk Factors

We desire to take advantage of the “safe harbor” provisions of the Private Securities Reform Act of 1995 (the “Act”) and are making the following statements pursuant to the Act to do so. Certain statements in this Quarterly Report and our other filings with the SEC constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act. You may identify these statements by forward-looking words such as “may,” “intend,” “expect,” “anticipate,” “believe” “will,” “should,” “project,” “estimate,” “plan” or other comparable terminology or by other statements that do not relate to historical facts. All statements, trend analyses and other information relative to the market for our products, remaining life of project sales, our expected future sales, financial position, operating results, liquidity and capital resources, our business strategy, financial plan and expected capital requirements as well as trends in our operations or results are forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond our control, including changes in economic conditions, generally, in areas where we operate, or in the travel and tourism industry, increases in interest rates, changes in

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regulations, results of claims or litigation pending or brought against us in the future and other factors discussed throughout our SEC filings, all of which could cause our actual results, performance or achievements, or industry trends, to differ materially from any future results, performance, or achievements or trends expressed or implied herein. Given these uncertainties, investors are cautioned not to place undue reliance on these forward-looking statements and no assurance can be given that the plans, estimates and expectations reflected herein will be achieved. Factors that could adversely affect our future results can also be considered general “risk factors” with respect to our business, whether or not they relate to a forward-looking statement. We wish to caution you that the important factors set forth below and elsewhere in this report in some cases have affected, and in the future could affect, our actual results and could cause our actual consolidated results to differ materially from those expressed in any forward-looking statements. Please also see our Annual Report on Form 10-K for the year ended December 31, 2003 for further discussion of the factors set forth below.

• Our continued liquidity depends on our ability to sell or borrow against our notes receivable.

• We depend on additional funding to finance our operations.

• Our success depends on our ability to market our products efficiently.

• We would incur substantial losses if the customers we finance default on their obligations to pay the balance of the purchase price and our results of operations and financial condition could be adversely impacted if our estimates concerning our notes receivable are incorrect.

• We are subject to the risks of the real estate market and the risks associated with real estate development, including risks and uncertainties relating to the cost and availability of land and construction materials.

• We may not successfully execute our growth strategy.

• We may face a variety of risks when and if we expand our operations.

• Excessive claims for development-related defects could adversely affect our financial condition and operating results.

• We may face additional risks as we expand into new markets.

• The limited resale market for VOIs could adversely affect our business.

• Extensive federal, state and local laws and regulations affect the way we conduct our business.

• Environmental liabilities, including claims with respect to mold or hazardous or toxic substances, could have a material adverse impact on our business.

• We could incur costs to comply with laws governing accessibility of facilities by disabled persons.

Executive Overview

We operate through two business segments. Bluegreen Resorts develops, markets and sells VOIs in our resorts, through the Bluegreen Vacation Club, and provides resort management services to resort property owners associations. Bluegreen Communities acquires large tracts of real estate, which are subdivided, improved (in some cases to include a golf course on the property) and sold, typically on a retail basis, as homesites.

We have historically experienced and expect to continue to experience seasonal fluctuations in our gross revenues and net earnings. This seasonality may cause significant fluctuations in our quarterly operating results, with the majority of our gross revenues and net earnings historically occurring in the quarters ending in June and September each year. Other material fluctuations in operating results may occur due to the timing of development and the requirement that we use the percentage-of-completion method of accounting. Under this method of income recognition, income is recognized as work progresses. Measures of progress are based on the relationship of costs incurred to date to expected total costs. We expect that we will continue to invest in projects that will require substantial development (with significant capital requirements), and hence that our results of operations may fluctuate significantly between quarterly and annual periods as a result of the required use of the percentage-of-completion method of accounting.

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We do not believe that inflation and changing prices currently have had or will have for the foreseeable future a material impact on our revenues and results of operations, other than to the extent that we continually review and have historically increased the sales prices of our VOIs annually and that construction costs have and are expected to continue to increase. There is no assurance that we will be able to continue to increase our sales prices or that increased construction costs will not have a material adverse impact on our results of operations. To the extent inflationary trends affect interest rates, a portion of our debt service costs and pricing on our receivable sales transactions may be adversely affected.

We recognize revenue on homesite and VOI sales when a minimum of 10% of the sales price has been received in cash, the refund or rescission period has expired, collectibility of the receivable representing the remainder of the sales price is reasonably assured and we have completed substantially all of our obligations with respect to any development of the real estate sold. In cases where we otherwise meet the revenue recognition criteria previously noted but all development has not been completed, we recognize revenue in accordance with the percentage-of-completion method of accounting.

Costs associated with the acquisition and development of vacation ownership resorts and residential communities, including carrying costs such as interest and taxes, are capitalized as inventory and are allocated to cost of real estate sold as the respective revenues are recognized.

A portion of our revenues historically has been and is expected to continue to be comprised of gains on sales of notes receivable. The gains are recorded on our consolidated statements of income and the related retained interests in the notes receivable sold are recorded on our consolidated balance sheets at the time of sale. The amount of gains recognized and the fair value of the retained interests recorded are based in part on management’s best estimates of future prepayment, default rates, loss severity rates, discount rates and other considerations in light of then-current conditions. If actual prepayments with respect to loans occur more quickly than we projected at the time such loans were sold, as can occur when interest rates decline, interest would be less than expected and may cause a decline in the fair value of the retained interests and a charge to operations. If actual defaults or other factors discussed above with respect to loans sold are greater than estimated, charge-offs would exceed previously estimated amounts and the cash flow from the retained interests in notes receivable sold would decrease. Also, to the extent the portfolio of receivables sold fails to satisfy specified performance criteria (as may occur due to, for example, an increase in default rates or loan loss severity) or certain other events occur, the funds received from obligors must be distributed on an accelerated basis to investors. If the accelerated payment formula were to become applicable, the cash flow to us from the retained interests in notes receivable sold would be reduced until the outside investors were paid or the regular payment formula was resumed. If these situations were to occur on a material basis, it could cause a decline in the fair value of the retained interests and a charge to earnings currently. There is no assurance that the carrying value of our retained interests in notes receivable sold will be fully realized or that future loan sales will be consummated or, if consummated, result in gains. See “Vacation Ownership Receivables Purchase Facility — An Off Balance Sheet Arrangement,” below.

Critical Accounting Policies and Estimates

Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of commitments and contingencies. On an ongoing basis, management evaluates its estimates, including those that relate to the recognition of revenue, including revenue recognition under the percentage-of-completion method of accounting; our reserve for loan losses; the valuation of retained interests in notes receivable sold and the related gains on sales of notes receivable; the recovery of the carrying value of real estate inventories, golf courses, intangible assets and other assets; and the estimate of contingent liabilities related to litigation and other claims and assessments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions and conditions. If actual results significantly differ from management’s estimates, our results of operations and financial condition could be materially adversely impacted. For a more detailed discussion of these critical accounting policies see “Critical Accounting Policies and Estimates” appearing in our Annual Report on Form 10-K for the year ended December 31, 2003.

Results of Operations

We review financial information, allocate resources and manage our business as two segments, Bluegreen Resorts and Bluegreen Communities. The information reviewed is based on internal reports and excludes general and administrative expenses attributable to corporate overhead. The information provided is based on a management approach and is used by us for the purpose of tracking trends and changes in results. It does not reflect the actual economic costs, contributions or results of operations of the segments as stand alone businesses. If a different basis of presentation or allocation were

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utilized, the relative contributions of the segments might differ but the relative trends, in our view, would likely not be materially impacted. The table below sets forth net revenue and income from operations by segment.

	Bluegreen						Bluegreen
	Resorts						Communities						Total
				Percentage						Percentage						Percentage
	Amount			of Sales			Amount			of Sales			Amount			of Sales
	(dollars in thousands)
Three Months Ended June 30, 2003
Sales of real estate	$	62,573			100	%	$	23,453			100	%	$	86,026			100	%
Cost of real estate sales		(13,223	)		(21	)		(13,050	)		(56	)		(26,273	)		(31	)
Gross profit		49,350			79			10,403			44			59,753			69
Other resort and communities operations revenues		12,846			21			1,985			8			14,831			17
Cost of other resort and communities operations		(12,999	)		(21	)		(1,897	)		(8	)		(14,896	)		(17	)
Selling and marketing expenses		(33,368	)		(53	)		(5,458	)		(23	)		(38,826	)		(45	)
Field general and administrative expenses (1)		(4,059	)		(6	)		(2,609	)		(11	)		(6,668	)		(8	)
Field Operating Profit	$	11,770			19	%	$	2,424			10	%	$	14,194			17	%
Three Months Ended June 30, 2004
Sales of real estate	$	86,637			100	%	$	41,677			100	%	$	128,314			100	%
Cost of real estate sales		(20,747	)		(24	)		(23,079	)		(55	)		(43,826	)		(34	)
Gross profit		65,890			76			18,598			45			84,488			66
Other resort and communities operations revenues		16,764			19			2,325			6			19,089			15
Cost of other resort and communities operations		(17,474	)		(20	)		(1,964	)		(5	)		(19,438	)		(15	)
Selling and marketing expenses		(45,033	)		(52	)		(8,747	)		(21	)		(53,780	)		(42	)
Field general and administrative expenses (1)		(3,875	)		(4	)		(2,842	)		(7	)		(6,717	)		(5	)
Field Operating Profit	$	16,272			19	%	$	7,370			18	%	$	23,642			18	%
Six Months Ended June 30, 2003
Sales of real estate	$	107,135			100	%	$	40,673			100	%	$	147,808			100	%
Cost of real estate sales		(22,863	)		(21	)		(22,470	)		(55	)		(45,333	)		(31	)
Gross profit		84,272			79			18,203			45			102,475			69
Other resort and communities operations revenues		24,779			23			3,264			8			28,043			19
Cost of other resort and communities operations		(25,821	)		(24	)		(3,471	)		(9	)		(29,292	)		(20	)
Selling and marketing expenses		(56,864	)		(53	)		(9,378	)		(23	)		(66,242	)		(45	)
Field general and administrative expenses (1)		(7,369	)		(7	)		(5,002	)		(12	)		(12,371	)		(8	)
Field Operating Profit	$	18,997			18	%	$	3,616			9	%	$	22,613			15	%

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	Bluegreen						Bluegreen
	Resorts						Communities						Total
				Percentage						Percentage						Percentage
	Amount			of Sales			Amount			of Sales			Amount			of Sales
	(dollars in thousands)
Six Months Ended June 30, 2004
Sales of real estate	$	139,784			100	%	$	74,721			100	%	$	214,505			100	%
Cost of real estate sales		(31,606	)		(23	)		(41,460	)		(55	)		(73,066	)		(34	)
Gross profit		108,178			77			33,261			45			141,439			66
Other resort and communities operations revenues		29,042			21			3,672			5			32,714			15
Cost of other resort and communities operations		(29,763	)		(21	)		(3,435	)		(5	)		(33,198	)		(15	)
Selling and marketing expenses		(74,568	)		(53	)		(15,545	)		(21	)		(90,113	)		(42	)
Field general and administrative expenses (1)		(8,550	)		(6	)		(5,364	)		(7	)		(13,914	)		(6	)
Field Operating Profit	$	24,339			17	%	$	12,589			17	%	$	36,928			17	%

(1) General and administrative expenses attributable to corporate overhead have been excluded from the tables. Corporate general and administrative expenses totaled $4.7 million for the three months ended June 30, 2003 and $6.4 million for the three months ended June 30, 2004. Corporate general and administrative expenses totaled $10.5 million for the six months ended June 30, 2003 and $13.5 million for the six months ended June 30, 2004. See “Corporate General and Administrative Expenses,” below, for further discussion.

Sales and Field Operations. Consolidated sales increased 49% from $86.0 million for the three months ended June 30, 2003 to $128.3 million for the three months ended June 30, 2004. Consolidated sales increased 45% from $147.8 million for the six months ended June 30, 2003 to $214.5 million for the six months ended June 30, 2004.

Bluegreen Resorts. During the three months ended June 30, 2003 and June 30, 2004, sales of VOIs contributed $62.6 million (73%) and $86.6 million (68%) of our total consolidated sales, respectively. During the six months ended June 30, 2003 and June 30, 2004, sales of VOIs contributed $107.1 million (72%) and $139.8 million (65%) of our total consolidated sales, respectively.

The following table sets forth certain information for sales of VOIs for the periods indicated, before giving effect to the percentage-of-completion method of accounting.

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2003			2004			2003			2004
Number of VOI sales transactions		7,033			8,570			11,794			14,523
Average sales price per transaction	$	9,791		$	10,123		$	9,708		$	9,957
Gross margin		79	%		76	%		79	%		77	%

The $24.1 million or 38% increase in Bluegreen Resorts’ sales during the three months ended June 30, 2004, as compared to the three months ended June 30, 2003, was due primarily to same-store sales increases primarily as a result of a greater focus on marketing to our growing Bluegreen Vacation Club owner base and to sales prospects referred to us by existing Bluegreen Vacation Club owners and other prospects. Sales to owner and referral prospects increased by 59% during the three months ended June 30, 2004 as compared to the three months ended June 30, 2003. This, combined with a 20% overall increase in the number of sales prospects seen by Bluegreen Resorts from approximately 60,000 prospects during the three months ended June 30, 2003 to approximately 72,000 prospects during the three months ended June 30, 2004 and a consistent sale-to-tour conversion ratio of 12% during both of these periods significantly contributed to the overall sales increase during the three months ended June 30, 2004 as compared to the three months ended June 30, 2003. The remainder of the sales increase was due to the opening of two new sales sites: Grande Villas at World Golf Village^® (opened in November 2003) and The Fountains™ in Orlando, Florida (opened in December 2003). These new sales sites generated a combined $5.5 million of incremental sales during the three months ended June 30, 2004. The increase in the average sales price per transaction reflected in the above table also contributed to the increase in sales.

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The $32.6 million or 30% increase in Bluegreen Resorts’ sales during the six months ended June 30, 2004, as compared to the six months ended June 30, 2003, was due primarily to same-store sales increases primarily as a result of a greater focus on marketing to our growing Bluegreen Vacation Club owner base and to sales prospects referred to us by existing Bluegreen Vacation Club owners and other prospects. Sales to owner and referral prospects increased by 63% during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003. This, combined with a 22% overall increase in the number of sales prospects seen by Bluegreen Resorts from approximately 99,000 prospects during the six months ended June 30, 2003 to approximately 121,000 prospects during the six months ended June 30, 2004 and a consistent sale-to-tour conversion ratio of 13% during both of these periods significantly contributed to the overall sales increase during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003. The remainder of the sales increase was due to the opening of three new sales sites: an off-site sales office in Harbor Springs, Michigan (opened in March 2003 on the campus of the Boyne Highlands resort, pursuant to a marketing agreement with Boyne USA Resorts), Grande Villas at World Golf Village^® and The Fountains™. These new sales sites generated a combined $10.6 million of incremental sales during the six months ended June 30, 2004. The increase in the average sales price per transaction reflected in the above table also contributed to the increase in sales.

Gross margin percentages vary between periods based on the relative costs of the specific VOIs sold in each respective period. The gross margin percentage for Bluegreen Resorts is trending back to historical levels from the gross margins realized in 2003 and the first quarter of 2004. We were able to make some opportunistic acquisitions of relatively lower cost VOI inventories in 2003, which contributed to our favorable gross margins in 2003 and the beginning of 2004. As much of this lower cost VOI inventory has been sold and due to rising construction costs, we anticipate that our gross margin will approximate our historical levels.

Other resort operations revenues increased $3.9 million or 30% during the three months ended June 30, 2004, as compared to the three months ended June 30, 2003. Other resort operations revenues increased $4.3 million or 17% during the six months ended June 30, 2004, as compared to the six months ended June 30, 2003. These increases are due to increases in revenues from our mini-vacation sales and vacation ownership tour generation business, our vacation ownership resort interior purchasing and design business and fees earned for providing reservation services for the Bluegreen Vacation Club^®.

Cost of other resort operations increased $4.5 million or 34% during the three months ended June 30, 2004, as compared to the three months ended June 30, 2003. Cost of other resort operations increased $3.9 million or 15% during the six months ended June 30, 2004, as compared to the six months ended June 30, 2003. These increases are due primarily to subsidies and maintenance fees paid to the property owners’ associations that maintain our resorts. These subsidies and fees increased in the aggregate due to the increase in the number of our resorts since June 30, 2003 and due to increased maintenance fees incurred on our remaining VOI inventory at the La Cabana Beach and Racquet Club™ resort in Aruba. In addition, costs of other resort operations increased as we opened our owner contact center in Indianapolis, Indiana in 2003 to handle reservations and customer service for members of the Bluegreen Vacation Club.

Selling and marketing expenses for Bluegreen Resorts decreased as a percentage of sales from 53% during the three months ended June 30, 2003 to 52% during the three months ended June 30, 2004. During the three months ended June 30, 2004, approximately 31% of our VOI sales were made to our existing owners (“Owner Sales”) and to prospective customers referred to us by our owners and others (“Referral Sales”) as compared to 25% of our VOI sales during the three months ended June 30, 2003. Selling and marketing expenses are relatively lower for Owner Sales and Referral Sales as compared to sales to prospective buyers generated through other marketing programs.

Selling and marketing expenses for Bluegreen Resorts were consistent at 53% of sales during both the six months ended June 30, 2003 and June 30, 2004.

We believe that selling and marketing expense as a percentage of sales is an important indicator of the performance of Bluegreen Resorts and our performance as a whole. No assurance can be given that selling and marketing expenses will not increase as a percentage of sales in future periods.

Field general and administrative expenses for Bluegreen Resorts increased $184,000 or 5% during the three months ended June 30, 2004 as compared to the three months ended June 30, 2003, despite the 38% increase in sales. Field general and administrative expenses for Bluegreen Resorts increased $1.2 million or 16% during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003. The majority of this increase occurred in the first quarter of the year and was due to the expansion of our regional management team in connection with the growth of Bluegreen Resorts since March 31, 2003. The remaining increase was due to the addition of the Harbor Springs (Boyne Highlands), Grande Villas at World Golf Village^® and The Fountains sales offices.

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As of December 31, 2003, Bluegreen Resorts had no sales or Field Operating Profit deferred under percentage-of-completion accounting. As of June 30, 2004, Bluegreen Resorts had approximately $2.0 million of sales and $689,000 of Field Operating Profit deferred under percentage-of-completion accounting.

Bluegreen Communities. During the three months ended June 30, 2003 and June 30, 2004, Bluegreen Communities generated $23.5 million (27%) and $41.7 million (32%) of our total consolidated sales, respectively. During the six months ended June 30, 2003 and June 30, 2004, Bluegreen Communities generated $40.7 million (28%) and $74.7 million (35%) of our total consolidated sales, respectively.

The table below sets forth the number of homesites sold by Bluegreen Communities and the average sales price per homesite for the periods indicated, before giving effect to the percentage-of-completion method of accounting and excluding sales of bulk parcels.

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2003			2004			2003			2004
Number of homesites sold		423			659			840			1,374
Average sales price per homesite	$	65,362		$	69,721		$	55,201		$	67,165
Gross margin		44	%		45	%		45	%		45	%

Bluegreen Communities’ sales increased $18.2 million or 78% during the three months ended June 30, 2004 as compared to the three months ended June 30, 2003. In November 2003, we acquired and commenced sales at our approximately 500-acre golf course community in Brunswick, Georgia known as Sanctuary Cove at St. Andrews Sound. Sanctuary Cove recognized sales of approximately $4.0 million during the three months ended June 30, 2004, and has $3.4 million of sales deferred under the percentage-of-completion method of accounting. Three projects in Texas that commenced sales since June 30, 2003, specifically i) Quail Springs Ranch™ near the Dallas/Fort Worth area, ii) Mountain Springs Ranch™ in the Hill Country region and iii) Terra Medina Ranch™ also in the Hill Country generated an aggregate $4.8 million in sales during the three months ended June 30, 2004. In March 2003, Bluegreen Communities acquired 1,142 acres in Braselton, Georgia for the development of a new golf course community known as the Traditions of Braselton™. This project recognized approximately $3.9 million more sales during the three months ended June 30, 2004 as compared to the three months ended June 30, 2003 as the project had only just begun sales in April 2003. Our Brickshire golf course community, which is located in New Kent, Virginia, recognized $7.0 million more sales during the three months ended June 30, 2004 as compared to the three months ended June 30, 2003, due primarily to increased effectiveness of sales programs and price increases. The remaining sales increase was realized at several of our other existing communities.

Bluegreen Communities’ sales increased $34.0 million or 84% during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003. Sanctuary Cove recognized sales of approximately $9.8 million during the six months ended June 30, 2004. Quail Springs Ranch™, Mountain Springs Ranch™ and Terra Medina Ranch™ generated an aggregate $8.5 million in sales during the six months ended June 30, 2004. Traditions of Braselton™ recognized approximately $8.2 million more sales during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003 as the project had only just begun sales in April 2003. Brickshire™ recognized $9.4 million more sales during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003, due primarily to increased effectiveness of sales programs and price increases.

Bluegreen Communities intends to primarily focus its resources on developing new golf course communities and continuing to support its projects in Texas. During the six months ended June 30, 2004, our golf communities and communities in Texas comprised approximately 49% and 50%, respectively, of Bluegreen Communities’ sales.

Bluegreen Communities’ gross margin remained relatively constant during the three-month and six-month periods ended June 30, 2003 and June 30, 2004. Variations in cost structures and the market pricing of projects available for sale as well as the opening of phases of projects which include premium homesites (e.g., water frontage, preferred views, larger acreage homesites, etc.) will impact the gross margin of Bluegreen Communities from period to period. These factors, as well as the impact of percentage-of-completion accounting, will cause variations in gross margin between periods, although the gross margin of Bluegreen Communities has historically been between 44% and 51% of sales and is expected to approximate these percentages for the foreseeable future.

Selling and marketing expenses for Bluegreen Communities decreased as a percentage of sales from 23% to 21% during the three months ended June 30, 2003 and June 30, 2004, respectively. Selling and marketing expenses for Bluegreen Communities decreased as a percentage of sales from 23% to 21% during the six months ended June 30, 2003 and June 30,

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2004, respectively. These expenditures decreased as a percentage of sales due to relatively low selling and marketing expenses at our new golf course communities in Georgia as compared to our other projects.

As of December 31, 2003, Bluegreen Communities had $18.9 million of sales and $8.1 million of Field Operating Profit deferred under percentage-of-completion accounting. As of June 30, 2004, Bluegreen Communities had $33.2 million of sales and $13.8 million of Field Operating Profit deferred under percentage-of-completion accounting.

Corporate General and Administrative Expenses. Our corporate general and administrative expenses consist primarily of expenses associated with administering the various support functions at our corporate headquarters, including accounting, human resources, information technology, mergers and acquisitions, inventory acquisition and development, mortgage servicing, treasury and legal. Such expenses were $4.7 million and $6.4 million for the three months ended June 30, 2003 and June 30, 2004, respectively. As a percentage of sales of real estate, corporate general and administrative expenses were approximately 5% during both the three months ended June 30, 2003 and June 30, 2004. Corporate general and administrative expenses were $10.5 million and $13.5 million for the six months ended June 30, 2003 and June 30, 2004, respectively. As a percentage of sales of real estate, corporate general and administrative expenses were approximately 7% and 6% during the six months ended June 30, 2003 and June 30, 2004, respectively.

The increases in corporate general and administrative expenses during the three- and six-month periods ended June 30, 2004 as compared to the comparable periods ended June 30, 2003 were primarily due to an increased number of personnel and other expenses incurred in our information technology and acquisition and development areas as well as our corporate headquarters infrastructure to help support our growth. Also, banking charges and credit card discounts were higher as a result of increases in sales. In addition, outside legal expenses and related accruals were higher during the three- and six-month periods ended June 30, 2004 as compared to the comparable periods ended June 30, 2003

For a discussion of field selling, general and administrative expenses, please see “Sales and Field Operations,” above.

Interest Income. Interest income is earned on our notes receivable, retained interests in notes receivable sold and cash and cash equivalents. Interest income was $4.1 million for the three months ended June 30, 2003 and $4.7 million for the three months ended June 30, 2004. Interest income was $7.9 million for the six months ended June 30, 2003 and $9.7 million for the six months ended June 30, 2004.

The increases in interest income during the three- and six-month periods ended June 30, 2004 as compared to the comparable periods ended June 30, 2003, were due to higher interest income earned on our notes receivable commensurate with higher average aggregate notes receivable balances during the three- and six-month periods ended June 30, 2004, as compared to the comparable periods ended June 30, 2003. These increases in interest income were partially offset by an other-than-temporary decrease of $990,000 in the fair value of our retained interest in a 2002 vacation ownership receivables securitization transaction, based on higher than projected default rates in the portfolio sold.

Gain on Sales of Notes Receivable. During the three months ended June 30, 2003 and June 30, 2004, we recognized gains totaling $1.3 million and $1.2 million, respectively, on the sale of notes receivable. During the six months ended June 30, 2003 and June 30, 2004, we recognized gains totaling $2.9 million and $3.6 million, respectively, on the sale of notes receivable. The sales of vacation ownership notes receivable were primarily pursuant to vacation ownership receivables purchase facilities in place during the respective periods.

The gain on sale of notes receivable increased $712,000 or 25% during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003, as we sold $50.0 million in receivables sold during the six months ended June 30, 2003 as compared to $60.7 million in receivables during the six months ended June 30, 2004.

The amount of notes receivable sold during a period depends on several factors, including the amount of availability, if any, under receivables purchase facilities, the amount of eligible receivables available for sale, our cash requirements, the covenants and other provisions of the relevant vacation ownership receivables purchase facilities (as described further below) and management’s discretion. Although there is no assurance that this will continue in future periods, we have recognized gains on sales of notes receivable each quarter since the three months ended December 31, 2000 (15 consecutive quarters).

Interest Expense. Interest expense was $3.0 million and $4.1 million for the three months ended June 30, 2003 and June 30, 2004, respectively. Interest expense was $6.0 million and $8.1 million for the six months ended June 30, 2003 and June 30, 2004, respectively. The increases in interest expense during the three- and six-month periods ended June 30, 2004 as compared to the comparable periods ended June 30, 2003, were primarily due to interest expense related to acquisition and development loans entered into in connection with inventory acquisitions since June 30, 2003.

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Provision for Loan Losses. We recorded provisions for loan losses totaling $1.7 million and $3.0 million for the three months ended June 30, 2003 and June 30, 2004, respectively. The provisions for loan losses for the six months ended June 30, 2003 and June 30, 2004 were $3.2 million and $3.9 million, respectively. The increases in the provision for loan losses during the three- and six-month periods ended June 30, 2004 as compared to the comparable periods ended June 30, 2003, were primarily due to a higher notes receivable balance outstanding at June 30, 2004 as compared to June 30, 2003. The higher notes receivable balance was due to increased Bluegreen Resorts sales during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003.

The allowance for loan losses by division as of December 31, 2003 and June 30, 2004 was:

	Bluegreen			Bluegreen
	Resorts			Communities			Other			Total
	(dollars in thousands)
December 31, 2003
Notes receivable	$	90,820		$	10,555		$	1,425		$	102,800
Allowance for loan losses		(8,255	)		(239	)		(112	)		(8,606	)
Notes receivable, net	$	82,565		$	10,316		$	1,313		$	94,194
Allowance as a % of gross notes receivable		9	%		2	%		8	%		8	%
June 30, 2004
Notes receivable	$	100,573		$	9,809		$	195		$	110,577
Allowance for loan losses		(8,100	)		(244	)		(112	)		(8,456	)
Notes receivable, net	$	92,473		$	9,565		$	83		$	102,121
Allowance as a % of gross notes receivable		8	%		2	%		57	%		8	%

Other notes receivable at December 31, 2003 primarily consisted of a loan to the property owners’ association that is responsible for the maintenance of our La Cabana Beach and Racquet Club resort, Casa Grande Cooperative Association I. This loan was repaid in full during the six months ended June 30, 2004.

Minority Interest in Income of Consolidated Subsidiary. We include the results of operations and financial position of Bluegreen/Big Cedar Vacations, LLC (the “Subsidiary”), our 51%-owned subsidiary, in our consolidated financial statements (see Note 1 of the Notes to Condensed Consolidated Financial Statements). The minority interest in income of consolidated subsidiary is the portion of our consolidated pre-tax income that is earned by Big Cedar, L.L.C., the unaffiliated 49% interest holder in the Subsidiary. Minority interest in income of consolidated subsidiary was $719,000 and $1.5 million for the three months ended June 30, 2003 and June 30, 2004, respectively. Minority interest in income of consolidated subsidiary was $1.2 million and $2.3 million for the six months ended June 30, 2003 and June 30, 2004, respectively. Pre-tax income for the Subsidiary has increased over the periods presented as VOI sales at the Big Cedar Wilderness Club have increased.

Summary. Based on the factors discussed above, our net income was $6.2 million and $9.1 million for the three months ended June 30, 2003 and June 30, 2004, respectively, and was $8.4 million and $13.8 million for the six months ended June 30, 2003 and June 30, 2004, respectively.

Changes in Financial Condition

The following table summarizes our cash flows for the six months ended June 30, 2003 and June 30, 2004 (in thousands):

	Three months ended
	June 30,			June 30,
	2003			2004
Cash flows provided by operating activities	$	18,137		$	26,566
Cash flows used by investing activities		(718	)		(1,158	)
Cash flows used by financing activities		(7,402	)		(20,280	)
Net increase in cash and cash equivalents	$	10,017		$	5,128

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Cash Flows Provided By Operating Activities. Cash flows provided by operating activities increased $8.4 million or 46% from $18.1 million to $26.6 million for the six months ended June 30, 2003 and June 30, 2004, respectively. The increase in operating cash flows during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003, was primarily due to the fact that we had fewer significant acquisitions of inventory during the six months ended June 30, 2004. During the six months ended June 30, 2003, we acquired VOIs in the Casa Del Mar™ resort in Ormond Beach, Florida for $500,000 in cash from operations plus a $4.8 million note payable, and land for the development of our Traditions of Braselton™, Mountain Springs Ranch™, Quail Springs Ranch™ and Terra Medina Ranch™ in three separate transactions for an aggregate $6.3 million in cash from operations plus aggregate notes payable of $14.2 million. During the six months ended June 30, 2004, our only acquisition was a vacation ownership resort in Hershey, Pennsylvania, now known as the Suites at Hershey™ resort, for approximately $1.7 million in operating cash. The other increase in operating cash flow was due to higher net income, after adjustments for non-cash items, during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003.

The increases discussed above were partially offset by a $3.3 million decrease in the amount of proceeds from the sale of and borrowings collateralized by notes receivable, net of payments on such borrowings, from $56.4 million to $53.1 million during the six months ended June 30, 2003 and June 30, 2004, respectively. We report cash flows from borrowings collateralized by notes receivable and sales of notes receivable as operating activities in the consolidated statements of cash flows. The majority of Bluegreen Resorts’ sales result in the origination of notes receivable from its customers. We believe that accelerating the conversion of such notes receivable into cash, either through the pledge or sale of our notes receivable, on a regular basis is an integral function of our operations, and have therefore classified such activities as operating activities.

Cash Flows Used In Investing Activities. Cash flows used in investing activities increased $440,000 or 61% from $718,000 to $1.2 million for the six months ended June 30, 2003 and June 30, 2004, respectively. The increase was primarily due to higher cash expenditures for property and equipment during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003. These increased expenditures were partially offset by higher amounts of cash received from our retained interests in notes receivable sold, as we had not begun receiving cash flows on our retained interest in a 2002 term securitization transaction until September 2003.

Cash Flows Used By Financing Activities. Cash flows used by financing activities increased $12.9 million or 174% from $7.4 million to $20.3 million during the six months ended June 30, 2003 and June 30, 2004, respectively. Payments under line-of-credit facilities increased from $23.2 million to $44.8 million for the six months ended June 30, 2003 and June 30, 2004, respectively. The impact of these higher debt service payments was partially offset by $6.2 million more cash proceeds received on new borrowings under line-of-credit facilities and $2.3 million more cash received upon the exercise of stock options during the six months ended June 30, 2004 as compared to the six months ended June 30, 2003.

Liquidity and Capital Resources

Our capital resources are provided from both internal and external sources. Our primary capital resources from internal operations are: (i) cash sales, (ii) downpayments on homesite and VOI sales which are financed, (iii) proceeds from the sale of, or borrowings collateralized by, notes receivable, including cash received from our retained interests in notes receivable sold, (iv) principal and interest payments on the purchase money mortgage loans and contracts for deed owned arising from sales of VOIs and homesites and (v) net cash generated from other resort services and other communities operations. Historically, external sources of liquidity have included non-recourse sales of notes receivable, borrowings under secured and unsecured lines-of-credit, seller and bank financing of inventory acquisitions and the issuance of debt securities. Our capital resources are used to support our operations, including (i) acquiring and developing inventory, (ii) providing financing for customer purchases, (iii) funding operating expenses and (iv) satisfying our debt and other obligations. As we are continually selling and marketing real estate (VOIs and homesites), it is necessary for us to continually acquire and develop new resorts and communities in order to maintain adequate levels of inventory to support operations. We anticipate that we will continue to require external sources of liquidity to support our operations, satisfy our debt and other obligations and to provide funds for future acquisitions.

Our level of debt and debt service requirements has several important effects on our operations, including the following: (i) we have significant cash requirements to service debt, reducing funds available for operations and future business opportunities and increasing our vulnerability to adverse economic and industry conditions; (ii) our leveraged position increases our vulnerability to competitive pressures; (iii) the financial covenants and other restrictions contained in the indentures, the credit agreements and other agreements relating to our indebtedness require us to meet certain financial tests and restrict our ability to, among other things, borrow additional funds, dispose of assets, make investments or pay cash dividends on, or repurchase, preferred or common stock; and (iv) funds available for working capital, capital expenditures, acquisitions and general corporate purposes may be limited. Certain of our competitors operate on a less leveraged basis and have greater operating and financial flexibility than we do.

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We intend to continue to pursue a growth-oriented strategy, particularly with respect to our Bluegreen Resorts business segment. In connection with this strategy, we may from time to time acquire, among other things, additional resort properties and completed but unsold VOIs; land upon which additional resorts may be built; management contracts; loan portfolios of vacation ownership mortgages; portfolios which include properties or assets which may be integrated into our operations; interests in joint ventures; and operating companies providing or possessing management, sales, marketing, development, administration and/or other expertise with respect to our operations in the vacation ownership industry. In addition, we intend to continue to focus Bluegreen Communities on larger, more capital intensive projects particularly in those regions where we believe the market for our products is strongest, such as new golf communities in the Southeast and other areas and continued growth in our successful regions in Texas.

The following is a discussion of our purchase and credit facilities that were important sources of our liquidity as of June 30, 2004. These facilities do not constitute all of our outstanding indebtedness as of June 30, 2004. Our other indebtedness includes outstanding convertible subordinated debentures, senior secured notes payable, borrowings collateralized by real estate inventories that were not incurred pursuant to an ongoing credit facility and capital leases.

Vacation Ownership Receivables Purchase Facilities -Off Balance Sheet Arrangements

Our ability to sell and/or borrow against our notes receivable from VOI buyers is a critical factor in our continued liquidity. When we sell VOIs, a financed buyer is only required to pay a minimum of 10% of the purchase in cash at the time of sale, however, selling, marketing and administrative expenses are primarily cash expenses and, in our case for the six months ended June 30, 2004, approximated 59% of sales. Accordingly, having facilities available for the hypothecation and sale of these vacation ownership receivables is a critical factor to our ability to meet our short and long-term cash needs.

On October 8, 2003, Resort Finance, LLC (“RFL”) acquired and assumed the rights, obligations and commitments of ING as initial purchaser in an existing vacation ownership receivables purchase facility (the “Purchase Facility”) originally executed between ING and us in April 2002. In connection with its assumption of the Purchase Facility, RFL expanded and extended the Purchase Facility’s size and term. The Purchase Facility utilizes an owner’s trust structure, pursuant to which we sell receivables to Bluegreen Receivables Finance Corporation V, our wholly-owned, special purpose finance subsidiary (“BRFC V”), and BRFC V sells the receivables to an owners’ trust (a qualified special purpose entity) without recourse to us or BRFC V except for breaches of certain representations and warranties at the time of sale. We did not enter into any guarantees in connection with the Purchase Facility. The Purchase Facility has detailed requirements with respect to the eligibility of receivables for purchase, and fundings under the Purchase Facility are subject to certain conditions precedent. Under the Purchase Facility, a variable purchase price of 85.00% of the principal balance of the receivables sold, subject to certain terms and conditions, is paid at closing in cash. The balance of the purchase price is deferred until such time as RFL has received a specified return and all servicing, custodial, agent and similar fees and expenses have been paid. RFL earns a return equal to the one-month London Interbank Offered Rate (“LIBOR”) plus an additional return ranging from 2.00% to 3.25%, based on the amount outstanding under the Purchase Facility, subject to use of alternate return rates in certain circumstances. In addition, RFL receives a 0.25% annual program fee. The Purchase Facility also provides for the sale of land notes receivable, under modified terms. We act as servicer under the Purchase Facility for a fee.

The Purchase Facility includes various conditions to purchase, covenants, trigger events and other provisions customary for a transaction of this type. RFL’s obligation to purchase under the Purchase Facility may terminate upon the occurrence of specified events. These specified events, some of which are subject to materiality qualifiers and cure periods, include, without limitation, (i) our breach of the representations or warranties in the Purchase Facility; (ii) our failure to perform our covenants in the Purchase Facility, including, without limitation, a failure to pay principal or interest due to RFL; (iii) our commencement of a bankruptcy proceeding or the like; (iv) a material adverse change to us since December 31, 2001; (v) the amount borrowed under the Purchase Facility exceeding the borrowing base, (vi) significant delinquencies or defaults on the receivables sold; (vii) a payment default by us under any other borrowing arrangement of $5 million or more, or an event of default under any indenture, facility or agreement that results in a default under any borrowing arrangement; (viii) a default or breach under any other agreement beyond the applicable grace period if such default or breach (a) involves the failure to make a payment in excess of 5% of our tangible net worth or (b) causes, or permits the holder of indebtedness to cause, an amount in excess of 5% of our tangible net worth to become due; (ix) our tangible net worth not equaling at least $110 million plus 50% of net income and 100% of the proceeds from new equity financing following the first closing under the Purchase Facility; (x) the ratio of our debt to tangible net worth exceeding 6 to 1; or (xi) our failure to perform our servicing obligations.

The Purchase Facility, as increased by amendment, allows for sales of notes receivable for a cumulative purchase price of up to $150.0 million on a revolving basis through September 30, 2004, at a variable purchase price of 85.00% of the principal balance, subject to the eligibility requirements and certain conditions precedent.

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On July 8, 2004, BB&T Capital Markets, a division of Scott & Stringfellow, Inc. (“BB&T”), consummated a $156.6 million private offering and sale of vacation ownership receivable-backed securities on our behalf (the “2004 Term Securitization”). The $172.1 million in aggregate principal of vacation ownership receivables offered and sold in the 2004 Term Securitization included $152.8 million in aggregate principal of qualified receivables that were previously sold to RFL under the Purchase Facility. In addition, the 2004 Term Securitization allows for an additional $19.3 million in aggregate principal of our qualifying vacation ownership receivables (the “Pre-funded Receivables”) that can be sold by us through October 6, 2004 to Bluegreen Receivables Finance Corporation VIII, our wholly-owned, special purpose finance subsidiary (“BRFC VIII”). BRFC VIII would then sell the Pre-funded Receivables to an owners’ trust (a qualified special purpose entity) without recourse to us or BRFC VIII, except for breaches of certain representations and warranties at the time of sale. The proceeds of $17.5 million (at an advance rate of 91%) as payment for the Pre-funded Receivables are being held in escrow by the trustee of the 2004 Term Securitization until such receivables are actually sold by us to BRFC VIII. If we don’t sell enough Pre-funded Receivables to earn the entire amount of related proceeds held in escrow, the remaining proceeds will be used to pay down amounts owed to investors in the 2004 Term Securitization. The proceeds from the 2004 Term Securitization were used to pay RFL all amounts outstanding under the Purchase Facility, pay fees associated with the transaction to third-parties, deposit initial amounts in a required cash reserve account and provide net cash proceeds of $1.3 million to us. We also received certain VOIs that were being held in the Purchase Facility in connection with previously defaulted receivables, certain vacation ownership notes receivable previously held in the Purchase Facility which did not qualify for the 2004 Term Securitization and a retained interest in the future cash flows from the 2004 Term Securitization.

As a result of the application of proceeds from the 2004 Term Securitization, the Purchase Facility’s entire $150.0 million facility limit is available for future sales of vacation ownership notes receivable through September 30, 2004, subject to the eligibility requirements and certain conditions precedent.

On August 3, 2004, we executed agreements for a vacation ownership receivables purchase facility (the “GE Purchase Facility”) with General Electric Capital Corporation (“GE”). The GE Purchase Facility utilizes an owner’s trust structure, pursuant to which we sell receivables to Bluegreen Receivables Finance Corporation VII, our wholly-owned, special purpose finance subsidiary (“BRFC VII”), and BRFC VII sells the receivables to an owners’ trust (a qualified special purpose entity) without recourse to us or BRFC VII except for breaches of certain customary representations and warranties at the time of sale. We did not enter into any guarantees in connection with the GE Purchase Facility. The GE Purchase Facility has detailed requirements with respect to the eligibility of receivables for purchase, and fundings under the GE Purchase Facility are subject to certain conditions precedent. Under the GE Purchase Facility, a variable purchase price of approximately 91.0% of the principal balance of the receivables sold, subject to certain terms and conditions, is paid at closing in cash. The balance of the purchase price is deferred until such time as GE has received a specified return, a specified overcollateralization ratio is achieved, a cash reserve account is fully funded and all servicing, custodial, agent and similar fees and expenses have been paid. GE earns a return equal to the applicable Swap Rate (which is essentially a published interest swap arrangement rate as defined in the GE Purchase Facility agreements) plus 3.50%, based on the amount outstanding under the GE Purchase Facility, subject to use of alternate return rates in certain circumstances. In addition, we will pay GE a structuring fee of approximately $938,000 on the earlier of the date of our first funding under the GE Purchase Facility or October 2, 2004. We act as servicer under the GE Purchase Facility for a fee.

The GE Purchase Facility allows for sales of notes receivable for a cumulative purchase price of up to $125.0 million for a period which ends on the earlier of (i) two years from our initial sale of receivables under the GE Purchase Facility or (ii) October 2, 2006.

The GE Purchase Facility includes various conditions to purchase, covenants, trigger events and other provisions customary for a transaction of this type. GE’s obligation to purchase under the GE Purchase Facility may terminate earlier than the dates noted above upon the occurrence of certain specified events set forth in the GE Purchase Facility agreements. These specified events, some of which are subject to materiality qualifiers and cure periods, include, without limitation, (i) the aggregate amount of all advances under the GE Purchase Facility equaling $125.0 million; (ii) our breach of the representations or warranties in the GE Purchase Facility; (iii) our failure to perform our covenants in the GE Purchase Facility; (iv) our commencement of a bankruptcy proceeding or the like; (v) the amount of any advance under the GE Purchase Facility failing to meet a specified overcollateralization amount, (vi) significant delinquencies or defaults on the receivables sold; (vii) recovery rates falling below a pre-determined amount; (viii) a default or breach under any other agreement beyond the applicable grace period if such default or breach (a) involves the failure to make a payment in excess of 5% of our Tangible Net Worth (as defined in the GE Purchase Facility agreements to include our subordinated debentures) or (b) causes, or permits the holder of indebtedness to cause, an amount in excess of 5% of our Tangible Net Worth to become due; (ix) our Tangible Net Worth at the end of any calendar quarter not equaling at least $185.0 million plus 50% of net income following June 30, 2004; (x) the ratio of our debt (excluding our subordinated debentures and, after the expiration of the funding period, up to $600.0 million of receivable-backed indebtedness) to Tangible Net Worth exceeding 2.25 to 1; (xi) the ratio of our consolidated earnings before interest, taxes, depreciation and amortization to our

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interest expense (net of interest income) falling below 2.00 to 1; (xii) the number of points available in the Bluegreen Vacation Club^® to be less than approximately 623.6 million; (xiii) our ceasing to conduct the vacation ownership business and originate vacation ownership receivables or if certain changes in our ownership or control occur; (xiv) the failure of certain of our resorts to be part of the Bluegreen Vacation Club^® or be managed by us or one of our subsidiaries; (xv) operating budgets and reserve accounts maintained by the property owners’ associations responsible for maintaining certain of our resorts failing to comply with applicable laws and governing documents; (xvi) our failure to discharge, stay or bond pending appeal any final judgments for the payment of an amount in excess of 2.5% of our Tangible Net Worth in a timely manner; (xvii) our default under or breach of certain resort management or marketing contracts; or (xviii) our failure to perform our servicing obligations, otherwise have our servicing rights terminated or if we do not exercise the Servicer Purchase Option pursuant to the terms of the GE Purchase Facility.

We have chosen to monetize our receivables through the Purchase Facility, the GE Purchase Facility and, historically, other similar facilities, as these off-balance sheet arrangements provide us with cash inflows both currently and in the future at what we believe to be competitive rates without adding leverage to our balance sheet or retaining recourse for losses on the receivables sold. In addition, these sale transactions have generated gains on our income statement on a quarterly basis, which would not be realized under a traditional financing arrangement.

The Purchase Facility and the GE Purchase Facility discussed above are the only ongoing receivables purchase facilities under which we currently have the ability to sell receivables, with the exception of our ability to sell the Pre-funded Receivables in the near term, as discussed above. We are currently discussing terms for a potential new vacation ownership receivables purchase facility with an unaffiliated financial institution. There is no assurance that this potential new facility will be obtained on favorable terms or at all. Factors which could adversely impact our ability to obtain new or additional vacation ownership receivable purchase facilities include a downturn in general economic conditions; negative trends in the commercial paper or LIBOR markets; increases in interest rates; a decrease in the number of financial institutions or other entities willing to enter into facilities with vacation ownership companies; a deterioration in the performance of our vacation ownership notes receivable or in the performance of portfolios sold in prior transactions, specifically increased delinquency, default and loss severity rates; and a deterioration in our performance generally. There can be no assurance that we will obtain new purchase facilities to replace the Purchase Facility and the GE Purchase Facility when these facilities are fully funded or expire. As indicated above, our inability to sell vacation ownership receivables under a current or future facility could have a material adverse impact on our liquidity. However, management believes that to the extent we could not sell receivables under a purchase facility, we could potentially mitigate the adverse impact on our liquidity by using our receivables as collateral under existing or future credit facilities.

Historically, we have also been a party to a number of securitization-type transactions, all of which in our opinion utilize customary structures and terms for transactions of this type. In each securitization-type transaction, we sold receivables to a wholly-owned special purpose entity which, in turn, sold the receivables either directly to third parties or to a trust established for the transaction. In each transaction, the receivables were sold on a non-recourse basis (except for breaches of certain representations and warranties) and the special purpose entity has a retained interest in the receivables sold. We have acted as servicer of the receivables pools in each transaction for a fee, with the servicing obligations specified under the applicable transaction documents. Under the terms of the applicable securitization transaction, the cash payments received from obligors on the receivables sold are distributed to the investors (which, depending on the transaction, may acquire the receivables directly or purchase an interest in, or make loans secured by the receivables to, a trust that owns the receivables), parties providing services in connection with the facility, and our special purpose subsidiary as the holder of the retained interests in the receivables according to specified formulas. In general, available funds are applied monthly to pay fees to service providers, make interest and principal payments to investors, fund required reserves, if any, and pay distributions in respect of the retained interests in the receivables. Pursuant to the terms of the transaction documents, however, to the extent the portfolio of receivables fails to satisfy specified performance criteria (as may occur due to an increase in default rates or loan loss severity) or other trigger events, the funds received from obligors are distributed on an accelerated basis to investors. In effect, during a period in which the accelerated payment formula is applicable, funds go to outside investors until they receive the full amount owed to them and only then are payments made to our subsidiary in its capacity as the holder of the retained interests. Depending on the circumstances and the transaction, the application of the accelerated payment formula may be permanent or temporary until the trigger event is cured. If the accelerated payment formula were to become applicable, the cash flow on the retained interests in the receivables would be reduced until the outside investors were paid or the regular payment formula was resumed. Such a reduction in cash flow could cause a decline in the fair value of our retained interests in the receivables sold. Declines in fair value that are determined to be other than temporary are charged to operations in the current period. In each facility, the failure of the pool of receivables to comply with specified portfolio covenants can create a trigger event, which results in the use of the accelerated payment formula (in certain circumstances until the trigger event is cured and in other circumstances permanently) and, to the extent there was any remaining commitment to purchase receivables from our special purpose subsidiary, the suspension or termination of that commitment. In addition, in each securitization facility certain breaches of our obligations as servicer or

31

other events allow the investor to cause the servicing to be transferred to a substitute third party servicer. In that case, our obligation to service the receivables would terminate and we would cease to receive a servicing fee.

The following is a summary of significant financial information related to the Purchase Facility and prior similar facilities during the periods presented below (in thousands):

	December 31,		June 30,
	2003		2004
On Balance Sheet:
Retained interests in notes receivable sold	$	60,975	$	67,175
Servicing assets (included in other assets)		2,677		2,834
Off Balance Sheet:
Notes receivable sold without recourse		266,662		290,892
Principal balance owed to note receivable purchasers		238,258		252,153

	Three Months Ended
	June 30,			June 30,
	2003			2004
Income Statement:
Gain on sales of notes receivable	$	1,323		$	1,216
Interest accretion on retained interests in notes receivable sold		1,404			1,269
Servicing fee income		926			1,130
Amortization of servicing assets		(188	)		(240	)
	Six Months Ended
	June 30,			June 30,
	2003			2004
Gain on sales of notes receivable	$	2,884		$	3,596
Interest accretion on retained interests in notes receivable sold		2,718			2,866
Servicing fee income		1,956			2,178
Amortization of servicing assets		(364	)		(468	)

Credit Facilities for Bluegreen Resorts’ Receivables and Inventories

In addition to the vacation ownership receivables purchase facilities discussed above, we maintain various credit facilities with financial institutions that provide receivable, acquisition and development financing for our vacation ownership projects.

In February 2003, we entered into a revolving vacation ownership receivables credit facility (the “GMAC Receivables Facility”) with Residential Funding Corporation (“RFC”), an affiliate of GMAC. The borrowing limit under the GMAC Receivables Facility, as increased by amendment, is $75.0 million. The borrowing period on the GMAC Receivables Facility expires on March 10, 2005, and outstanding borrowings mature no later than March 10, 2012. The GMAC Receivables Facility has detailed requirements with respect to the eligibility of receivables for inclusion and other conditions to funding. The borrowing base under the GMAC Receivables Facility is 90% of the outstanding principal balance of eligible notes arising from the sale of VOIs. The GMAC Receivables Facility includes affirmative, negative and financial covenants and events of default. All principal and interest payments received on pledged receivables are applied to principal and interest due under the GMAC Receivables Facility. Indebtedness under the facility bears interest at LIBOR plus 4%. During the six months ended June 30, 2004, we pledged approximately $7.8 million in aggregate principal balance of vacation ownership receivables under the GMAC Receivables Facility and received $7.0 million in cash borrowings. At June 30, 2004, $21.1 million was outstanding under the GMAC Receivables Facility.

RFC has also provided us with a $45.0 million acquisition, development and construction revolving credit facility for Bluegreen Resorts (the “GMAC AD&C Facility”). The borrowing period on the GMAC AD&C Facility expires on

32

February 10, 2005, and outstanding borrowings mature no later than February 10, 2009, although specific draws typically are due four years from the borrowing date. Principal will be repaid through agreed-upon release prices as VOIs are sold at the financed resorts, subject to minimum required amortization. Indebtedness under the facility bears interest at LIBOR plus 4.75%. Interest payments are due monthly. In September 2003, we borrowed $17.4 million under the GMAC AD&C Facility in connection with our acquisition of The Fountains ™ resort in Orlando, Florida, all of which was still outstanding at June 30, 2004. The balance of our borrowings under the GMAC AD&C Facility was collateralized by VOIs and land held for future development at our 51%-owned Big Cedar Wilderness Club™ resort. As of June 30, 2004, $22.6 million was outstanding under the GMAC AD&C Facility. We are currently finalizing an agreement with RFC to expand the GMAC AD&C Facility to allow for maximum outstanding borrowings of $75.0 million. There can be no assurances that such increase to this facility will be obtained on favorable terms if at all.

During December 2003, we signed a combination $30.0 million Acquisition and Development and Timeshare Receivables facility with Textron Financial Corporation (the “Textron Facility”). The borrowing period for acquisition and development loans under the Textron Facility expires on October 1, 2004, and outstanding acquisition and development borrowings mature no later than January 1, 2006. The borrowing period for vacation ownership receivables loans under the Textron Facility expires on March 1, 2006, and outstanding vacation ownership receivables borrowings mature no later than June 30, 2009. Principal will be repaid semi-annually commencing September 14, 2004, subject to minimum required amortization, with the balance due upon the earlier of i) the date that 85% of the VOIs in the financed resort are sold or ii) the maturity date. Acquisition and development indebtedness under the facility bears interest at the prime lending rate plus 1.25%, subject to a minimum interest rate of 6.25%. Interest payments are due monthly. We utilized this facility to borrow approximately $9.6 million of the purchase price of The Hammocks at Marathon™ resort in December 2003. The balance of this facility will be available to finance the cost of renovations on the Marathon property and for borrowings collateralized by our vacation ownership receivables. Receivable-backed borrowings under the Textron Facility will bear interest at the prime lending rate plus 1.00%, subject to a 6.00% minimum interest rate. During the six months ended June 30, 2004, we borrowed an additional $798,000 under the Textron Facility to finance a portion of the cost of renovations at The Hammocks at Marathon™. As of June 30, 2004, $10.4 million was outstanding under the Textron Facility.

Under an existing $30.0 million revolving credit facility with Wells Fargo Foothill, Inc. (“Foothill”) primarily for the use of borrowing against Bluegreen Communities receivables, we can borrow up to $10.0 million of the facility collateralized by the pledge of vacation ownership receivables. See “Credit Facilities for Bluegreen Communities’ Receivables and Inventories,” below, for further details on this facility.

Credit Facilities for Bluegreen Communities’ Receivables and Inventories

We have a $30.0 million revolving credit facility with Foothill secured by the pledge of Bluegreen Communities’ receivables, with up to $10.0 million of the total facility available for Bluegreen Communities’ inventory borrowings and up to $10.0 million of the total facility available for the pledge of Bluegreen Resorts’ receivables. In April 2004, we borrowed $10.0 million pursuant to the revolving credit facility collateralized by our Traditions of Braselton™ golf course community in Braselton, Georgia. The borrowing requires principal payments based on agreed-upon release prices as home sites are sold and bears interest at the prime lending rate plus 1.25%, payable monthly. Outstanding indebtedness related to the Traditions of Braselton™ borrowing is due on March 10, 2006. The interest rate charged on outstanding receivable borrowings under the revolving credit facility, as amended, is the prime lending rate plus 0.25% when the average monthly outstanding loan balance is greater than or equal to $15.0 million. If the average monthly outstanding loan balance is less than $15.0 million, the interest rate is the greater of 4.00% or the prime lending rate plus 0.50%. All principal and interest payments received on pledged receivables are applied to principal and interest due under the facility. In September 2003, Foothill extended our ability to borrow under the facility through December 31, 2006, and extended the maturity date to December 31, 2008 for borrowings collateralized by receivables. During the six months ended June 30, 2004, we borrowed $10.0 million, which was collateralized by our Traditions of Braselton™ golf course community, under this facility. At June 30, 2004, the outstanding principal balance under this facility was approximately $9.0 million, $3.8 million of which related to our Traditions of Braselton™ borrowing, $3.1 million of which related to Bluegreen Communities’ receivables borrowings and $2.1 million of which related to Bluegreen Resorts’ receivables borrowings.

On September 25, 2002, certain of our direct and indirect wholly-owned subsidiaries entered into a $50 million revolving credit facility (the “GMAC Communities Facility”) with RFC. We are the guarantor on the GMAC Communities Facility. The GMAC Communities Facility is secured by the real property homesites (and personal property related thereto) at the following Bluegreen Communities projects, as well as any Bluegreen Communities projects acquired by us with funds borrowed under the GMAC Communities Facility (the “Secured Projects”): Brickshire (New Kent County, Virginia); Mountain Lakes Ranch (Bluffdale, Texas); Ridge Lake Shores (Magnolia, Texas); Riverwood Forest (Fulshear, Texas); Waterstone (Boerne, Texas); Catawba Falls Preserve™ (Black Mountain, North Carolina) and Yellowstone Creek Ranch (Pueblo, Colorado). In addition, the GMAC Communities Facility is secured by our Carolina National and The Preserve at Jordan Lake golf courses in Southport, North Carolina and Chapel Hill, North Carolina, respectively. Specific Bluegreen

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Communities projects can be added to the GMAC Communities Facility through September 25, 2004, while borrowings can be drawn on such projects through September 25, 2006. Principal payments are effected through agreed-upon release prices paid to RFC as homesites in the Secured Projects are sold. The outstanding principal balance of any borrowings under the GMAC Communities Facility must be repaid by September 25, 2006. The interest charged on outstanding borrowings is at the prime lending rate plus 1.00% and is payable monthly. The GMAC Communities Facility includes customary conditions to funding, acceleration and event of default provisions and certain financial affirmative and negative covenants. We use the proceeds from the GMAC Communities Facility to repay outstanding indebtedness on Bluegreen Communities projects, finance the acquisition and development of Bluegreen Communities projects and for general corporate purposes. As of June 30, 2004, $8.8 million was outstanding under the GMAC Communities Facility.

Over the past several years, we have received substantially all of our homesite sales proceeds in cash. Accordingly, in recent years we have reduced the borrowing capacity under credit agreements secured by Bluegreen Communities’ receivables. We attribute the significant volume of cash sales to an increased willingness on the part of banks to extend direct customer homesite financing at attractive interest rates. No assurances can be given that local banks will continue to provide such customer financing.

Historically, we have funded development for road and utility construction, amenities, surveys and engineering fees from internal operations and have financed the acquisition of Bluegreen Communities properties through seller, bank or financial institution loans. Terms for repayment under these loans typically call for interest to be paid monthly and principal to be repaid through homesite releases. The release price is usually an amount based on a pre-determined percentage (typically 25% to 55%) of the gross selling price of the homesites in the subdivision. In addition, the agreements generally call for minimum cumulative annual amortization. When we provide financing for our customers (and therefore the release price is not available in cash at closing to repay the lender), we are required to pay the creditor with cash derived from other operating activities, principally from cash sales or the pledge of receivables originated from earlier property sales.

Unsecured Credit Facility

We have a $15.0 million unsecured line-of-credit with Wachovia Bank, N.A. Amounts borrowed under the line bear interest at LIBOR plus 2%. Interest is due monthly and all outstanding amounts are due on December 31, 2004. We are only allowed to borrow under the line-of-credit in amounts less than the remaining availability under our current, active vacation ownership receivables purchase facility plus availability under certain receivables warehouse facilities, less any outstanding letters of credit. The line-of-credit agreement contains certain covenants and conditions typical of arrangements of this type. As of June 30, 2004, no borrowings were outstanding under the line. In April and July 2004, we issued an aggregate $3.9 million of irrevocable letters of credit under this line-of-credit as required in connection with the obtaining of plats for one of our Bluegreen Communities projects. These letters of credit expire on December 31, 2004. This line-of-credit has historically been a source of short-term liquidity for us.

Commitments

Our material commitments as of June 30, 2004 included the required payments due on our receivable-backed debt, lines of credit and other notes and debentures payable, commitments to complete our vacation ownership and communities projects based on our sales contracts with customers and commitments under noncancelable operating leases.

The following table summarizes the contractual minimum principal payments required on all of our outstanding debt (including our receivable-backed debt, lines-of-credit and other notes and debentures payable) and our noncancelable operating leases as of June 30, 2004, by period due (in thousands):

	Payments Due by Period
	Less
	than		1 — 3		4 — 5		After 5
Contractual Obligations	1 year		Years		Years		Years		Total
Receivable-backed notes payable	$	—	$	—	$	5,231	$	21,182	$	26,413
Lines-of-credit and notes payable		25,873		35,431		5,725		183		67,212
10.5% senior secured notes		—		—		110,000		—		110,000
8.25% convertible subordinated debentures		—		5,007		9,200		13,800		28,007
Noncancelable operating leases		4,923		6,994		4,597		6,483		22,997
Total contractual obligations	$	30,796	$	47,432	$	134,753	$	41,648	$	254,629

In addition, we have $5.3 million in letters-of-credit outstanding at June 30, 2004. In January 2003, we obtained a $1.4 million letter-of-credit, which is collateralized by a certificate of deposit, in connection with the issuance of a performance bond on a Bluegreen Communities project. The beneficiary released this letter of credit in July 2004. In April and July

34

2004, we issued an aggregate of $3.9 million of irrevocable letters of credit under the unsecured line-of-credit with Wachovia Bank, N.A. as required in connection with the obtaining of governmental approval of plats for one of our Bluegreen Communities projects. These letters of credit expire on December 31, 2004.

As previously discussed, we have to pay the $938,000 structuring fee to GE no later than October 2, 2004.

We intend to use cash flow from operations, including cash received from the sale of vacation ownership notes receivable, and cash received from new borrowings under existing or future debt facilities in order to satisfy the above principal payments. While we believe that we will be able to meet all required debt payments when due, there can be no assurance that this will be the case.

We estimate that the total cash required to complete resort buildings in which sales have occurred and resort amenities and other common costs in projects in which sales have occurred to be approximately $16.5 million as of June 30, 2004. We estimate that the total cash required to complete our Bluegreen Communities projects in which sales have occurred to be approximately $54.7 million as of June 30, 2004. These amounts assume that we are not obligated to develop any building, project or amenity in which a commitment has not been made through a sales contract to a customer; however, we anticipate that we will incur such obligations in the future. We plan to fund these expenditures over the next five years primarily with available capacity on existing or proposed credit facilities and cash generated from operations. There can be no assurance that we will be able to obtain the financing or generate the cash from operations necessary to complete the foregoing plans or that actual costs will not exceed those estimated.

We believe that our existing cash, anticipated cash generated from operations, anticipated future permitted borrowings under existing or proposed credit facilities and anticipated future sales of notes receivable under the purchase facility and one or more replacement facilities we will seek to put in place will be sufficient to meet our anticipated working capital, capital expenditures and debt service requirements for the foreseeable future. We will be required to renew or replace credit and receivables purchase facilities that have expired or that will expire in the near term. We will, in the future, also require additional credit facilities or will be required to issue corporate debt or equity securities in connection with acquisitions or otherwise. Any debt incurred or issued by us may be secured or unsecured, bear fixed or variable rate interest and may be subject to such terms as the lender may require and management deems prudent. There can be no assurance that the credit facilities or receivables purchase facilities which have expired or which are scheduled to expire in the near term will be renewed or replaced or that sufficient funds will be available from operations or under existing, proposed or future revolving credit or other borrowing arrangements or receivables purchase facilities to meet our cash needs, including, our debt service obligations. To the extent we are not able to sell notes receivable or borrow under such facilities, our ability to satisfy our obligations would be materially adversely affected.

We have a large number of credit facilities, indentures, and other outstanding debt instruments, and receivables purchase facilities which include customary conditions to funding, eligibility requirements for collateral, cross-default and other acceleration provisions, certain financial and other affirmative and negative covenants, including, among others, limits on the incurrence of indebtedness, limits on the repurchase of securities, payment of dividends, investments in joint ventures and other restricted payments, the incurrence of liens, transactions with affiliates, covenants concerning net worth, fixed charge coverage requirements, debt-to-equity ratios, portfolio performance requirements and events of default or termination. No assurance can be given that we will not be required to seek waivers of such covenants or that such covenants will not limit our ability to raise funds, sell receivables, satisfy or refinance our obligations or otherwise adversely affect our operations. In addition, our future operating performance and ability to meet our financial obligations will be subject to future economic conditions and to financial, business and other factors, many of which will be beyond our control.

Item 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our principal executive officer and principal financial officer of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of June 30, 2004. Based on such evaluation, such officers have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings. There has been no change in our internal control over financial reporting during the quarter ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In addition, there have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures and internal controls will prevent all error and all improper conduct. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control

35

system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that we have detected all control issues and instances of improper conduct, if any. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

Further, the design of any system of controls also is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Chief Executive Officer and Chief Financial Officer Certifications

Appearing as Exhibits 31.1 and 31.2 to this quarterly report are the Certifications of the principal executive officer and the principal financial officer. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This Item of this quarterly report is the information concerning the evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II — OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

We did not purchase any of our equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. From time to time, our Board of Directors has adopted and publicly announced a share repurchase program. Repurchases under such programs are subject to the price of our stock, prevailing market conditions, our financial condition and available resources, other investment alternatives and other factors. We are not required to seek shareholder approval of share repurchase programs, have not done so in the past, and do not anticipate doing so in the future, except to the extent we may be required to do so under applicable law. We have not repurchased any shares since the fiscal year ended April 1, 2001. As of June 30, 2004, there were 694,500 shares remaining for purchase under our current repurchase program, however we have no present plans to acquire these remaining shares.

Item 4. Submission of Matters to a Vote of Security Holders

     On May 11, 2004, the Company held its annual meeting of shareholders. At the meeting, the shareholders voted on the election of four directors for a term of three years expiring at the 2007 annual meeting of shareholders. The results of the voting were as follows:

	Shares Voted
Nominee	For		Against		Abstain		Total
Alan B. Levan		18,657,635		265,030		—		18,922,665
Lawrence A. Cirillo		18,643,321		279,344		—		18,922,665
George F. Donovan		18,654,635		268,030		—		18,922,665
Mark A. Nerenhausen		18,642,306		280,359		—		18,922,665

The Company’s Board of Directors is divided into three classes which have terms expiring at the Company’s Annual Meeting of Shareholders over the next three years.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

4.14	Sixth Supplemental Indenture dated as of February 29, 2004 to the Indenture Dated as of April 1, 1998 among the Registrant, certain of its subsidiaries and SunTrust Bank (formerly SunTrust Bank, Central Florida, National Association), as Notes Trustee, relating to the Company’s $110 million aggregate principal amount of 10½% Senior Secured Notes due 2008.
10.105	Sale and Contribution Agreement among the Registrant and Bluegreen Receivables Finance Corporation VII, dated as of August 3, 2004.

36

10.106	Sale and Servicing Agreement among BXG Receivables Owner Trust 2004-A, Bluegreen Receivables Finance Corporation VII, the Registrant, Concord Servicing Corporation, Vacation Trust, Inc., U.S. Bank National Association and General Electric Capital Corporation, dated as of August 3, 2004.
10.107	Trust Agreement by and among Bluegreen Receivables Finance Corporation VII, GSS Holdings, Inc. and Wilmington Trust Company, dated as of August 3, 2004.
10.108	Indenture between BXG Receivables Owner Trust 2004-A and U.S. Bank National Association, dated as of August 3, 2004.
10.109	BXG Receivables Owner Trust 2004-A Definitions Annex, Definitions and Interpretations, dated as of August 3, 2004.
10.127	Note Purchase Agreement between BXG Receivables Note Trust 2004-B and BB&T Capital Markets, dated as of July 1, 2004.
10.128	Amended and Restated Trust Agreement by and among Bluegreen Receivables Finance Corporation VIII, GSS Holdings, Inc. and Wilmington Trust Company, dated as of July 8, 2004.
10.129	Purchase and Contribution Agreement by and among the Registrant and Bluegreen Receivables Finance Corporation VIII, dated as of June 15, 2004.
10.130	Indenture between BXG Receivables Owner Trust 2004-B, the Registrant, Vacation Trust, Inc., Concord Servicing Corporation and U.S. Bank National Association, dated as of June 15, 2004.
10.131	Standard Definitions to Indenture between BXG Receivables Owner Trust 2004-B, the Registrant, Vacation Trust, Inc., Concord Servicing Corporation and U.S. Bank National Association, dated as of June 15, 2004.
10.132	Transfer Agreement by and among the Registrant, BXG Receivables Note Trust 2001-A and Bluegreen Receivables Finance Corporation VIII, dated as of June 15, 2004.
10.133	Sale Agreement by and among Bluegreen Receivables Finance Corporation VIII and BXG Receivables Note Trust 2004-B, dated as of June 15, 2004.
10.146	Amendment Number Six to Loan and Security Agreement dated April 2, 2004 by and between the Registrant and Wells Fargo Foothill, Inc. (f/k/a Foothill Capital Corporation).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)	Reports on Form 8-K:
	On July 29, 2004, we filed a Current Report Under Item 5 of Form 8-K dated July 8, 2004, regarding the $156.6 million private offering and sale of vacation ownership receivable-backed securities consummated on our behalf by BB&T Capital Markets discussed above under Item 2, “Vacation Ownership Receivables Purchase Facilities -Off Balance Sheet Arrangements.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BLUEGREEN CORPORATION
		(Registrant)
Date: August 13, 2004	By:	/S/ GEORGE F. DONOVAN
		George F. Donovan
		President and
		Chief Executive Officer
Date: August 13, 2004	By:	/S/ JOHN F. CHISTE
		John F. Chiste
		Senior Vice President,
		Treasurer and Chief Financial Officer
		(Principal Financial Officer)
Date: August 13, 2004	By:	/S/ ANTHONY M. PULEO
		Anthony M. Puleo
		Senior Vice President and
		Chief Accounting Officer
		(Principal Accounting Officer)

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EX-4.14

                                                                    EXHIBIT 4.14


                             BLUEGREEN CORPORATION,
                                   AS ISSUER,


                  CERTAIN OF ITS SUBSIDIARIES SPECIFIED HEREIN,
                            AS SUBSIDIARY GUARANTORS


                                       AND


                     SUNTRUST BANK (FORMERLY SUNTRUST BANK,
                     CENTRAL FLORIDA, NATIONAL ASSOCIATION),
                                AS NOTES TRUSTEE


- --------------------------------------------------------------------------------

                         SEVENTH SUPPLEMENTAL INDENTURE


                          DATED AS OF FEBRUARY 29, 2004

- --------------------------------------------------------------------------------

                                       TO


                     THE INDENTURE DATED AS OF APRIL 1, 1998
                          AMONG BLUEGREEN CORPORATION,
     CERTAIN OF ITS SUBSIDIARIES AND SUNTRUST BANK (FORMERLY SUNTRUST BANK,
            CENTRAL FLORIDA, NATIONAL ASSOCIATION), AS NOTES TRUSTEE,
             RELATING TO $110 MILLION AGGREGATE PRINCIPAL AMOUNT OF
                      10 1/2% SENIOR SECURED NOTES DUE 2008




                         SEVENTH SUPPLEMENTAL INDENTURE

         THIS SEVENTH SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is
made as of the 29th day of February, 2004, among Bluegreen Corporation, a
Massachusetts corporation (the "Company"), the Subsidiary Guarantors (as defined
in the Indenture defined below), and SunTrust Bank (formerly SunTrust Bank,
Central Florida, National Association, a national banking association), in its
capacity as trustee (the "Notes Trustee").

         WHEREAS, the Company, the Subsidiary Guarantors and the Notes Trustee
heretofore executed and delivered an Indenture, dated as of April 1, 1998, as
amended and supplemented by a First Supplemental Indenture thereto dated as of
March 15, 1999, as further amended and supplemented by a Second Supplemental
Indenture thereto dated as of December 31, 2000, as further amended and
supplemented by a Third Supplemental Indenture thereto dated as of October 31,
2001, as further amended and supplemented by a Fourth Supplemental Indenture
thereto dated as of December 31, 2001, as further amended and supplemented by a
Fifth Supplemental Indenture thereto dated as of July 31, 2002 and as further
amended and supplemented by a Sixth Supplemental Indenture thereto dated as of
April 30, 2003 (as so amended and supplemented, the "Indenture"); and

         WHEREAS, pursuant to the Indenture, the Company issued and the Notes
Trustee authenticated and delivered $110 million aggregate principal amount of
the Issuer's 10 1/2% Senior Secured Notes due 2008 (the "Initial Notes"); and

         WHEREAS, pursuant to an exchange offer registered with the Securities
and Exchange Commission on a Registration Statement No. 333-51717 on Form S-4,
the Company offered to, and did, exchange $110 million in aggregate principal
amount of its 10 1/2% Senior Secured Notes due 2008 (the "Exchange Notes" and,
together with tHe Initial Notes, the "Notes") for $110 million in aggregate
principal amount of the Initial Notes; and

         WHEREAS, the Initial Notes were, and the Exchange Notes are,
unconditionally guaranteed on a senior basis by the Subsidiary Guarantors; and

         WHEREAS, Section 9.01 of the Indenture provides that the Company and
the Subsidiary Guarantors, when authorized by Board Resolutions of their
respective Boards of Directors, and the Notes Trustee may amend or supplement
the Indenture without the consent of any Noteholder, among other reasons, to add
further guarantees with respect to the Notes and to cure any ambiguity,
omission, defect or inconsistency, provided that such amendment or supplement
does not adversely affect the rights of any Noteholder in any respect; and

         WHEREAS, the Company has heretofore delivered or is delivering
contemporaneously herewith to the Notes Trustee (i) a copy of Board Resolutions
authorizing the execution, delivery and performance of this Supplemental
Indenture, (ii) an Officers' Certificate in compliance with and to the effect
set forth in Sections 1.01, 7.02, 9.01, 9.06 and 12.04 of the Indenture, and
(iii) an Opinion of Counsel in compliance with and to the effect set forth in
Sections 1.01, 7.02, 9.01, 9.06 and 12.04 of the Indenture; and


         WHEREAS, all conditions necessary to authorize the execution and
delivery of this Supplemental Indenture and to make this Supplemental Indenture
valid and binding have been complied with or have been done or performed;

         NOW, THEREFORE, in consideration of the foregoing and notwithstanding
any provision of the Indenture which, absent this Supplemental Indenture, might
operate to limit such action, the Company, the Subsidiary Guarantors and the
Notes Trustee agree as follows for the equal and ratable benefit of the
Noteholders.

                                   ARTICLE 1
                                  DEFINITIONS

         SECTION 1.01. GENERAL. For all purposes of the Indenture and this
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

         (a) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to the Indenture and this Supplemental Indenture as a whole
and not to any particular Article, Section or subdivision; and

         (b) capitalized terms used but not defined herein shall have the
meaning assigned to them in the Indenture.

                                   ARTICLE 2
                              ADDITIONAL GUARANTORS

         SECTION 2.01. ADDITIONAL GUARANTORS. Pursuant to Section 10.07 of the
Indenture, each of the Additional Guarantors hereby expressly assumes the
obligations of, and otherwise agrees to perform all of the duties of, a
Subsidiary Guarantor under the Indenture, subject to the terms and conditions
thereof, as of the date set forth opposite the name of such Additional Guarantor
on Schedule A hereto.

                                   ARTICLE 3
                                  MISCELLANEOUS

         SECTION 3.01. EFFECTIVENESS. This Supplemental Indenture shall become
effective, as of its effective date, upon its execution and delivery by the
Company, the Subsidiary Guarantors and the Notes Trustee. Upon the execution and
delivery of this Supplemental Indenture by the Company, the Subsidiary
Guarantors and the Notes Trustee, the Indenture shall be supplemented in
accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Note heretofore or hereafter authenticated
and delivered under the Indenture shall be bound thereby.

         SECTION 3.02. INDENTURE REMAINS IN FULL FORCE AND EFFECT. All
provisions in the Indenture shall remain in full force and effect, and, except
as expressly supplemented and amended hereby, shall remain unchanged.

         SECTION 3.03. INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER.
This Supplemental Indenture is an indenture supplemental to and in

                                       2


implementation of the Indenture and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.

         SECTION 3.04. CONFIRMATION AND PRESERVATION OF INDENTURE. The
Indenture, as supplemented by this Supplemental Indenture, is in all respects
confirmed and preserved.

         SECTION 3.05. CONFLICT WITH TRUST INDENTURE ACT. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any provision of
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), that is
required under the Trust Indenture Act to be part of and govern any provision of
this Supplemental Indenture, the provision of the Trust Indenture Act shall
control. If any provision of this Supplemental Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the provision of the Trust Indenture Act shall be deemed to apply to the
Indenture as so modified or to be excluded by this Supplemental Indenture, as
the case may be.

         SECTION 3.06. SEVERABILITY. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         SECTION 3.07. HEADINGS. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

         SECTION 3.08. BENEFITS OF SUPPLEMENTAL INDENTURE, ETC. Nothing in this
Supplemental Indenture or the Notes, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Noteholders, any benefit of any legal or equitable right,
remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

         SECTION 3.09. SUCCESSORS. All agreements of the Company and the
Subsidiary Guarantors in this Supplemental Indenture shall bind their respective
successors. All agreements of the Notes Trustee in this Supplemental Indenture
shall bind its successors.

         SECTION 3.10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals
contained herein shall be taken as the statements of the Company and the
Subsidiary Guarantors, and the Notes Trustee assumes no responsibility for their
correctness. The Notes Trustee shall not be liable or responsible for the
validity or sufficiency of this Supplemental Indenture.

         SECTION 3.11. CERTAIN DUTIES AND RESPONSIBILITIES OF THE NOTES TRUSTEE.
In entering into this Supplemental Indenture, the Notes Trustee shall be
entitled to the benefit of every provision of the Indenture relating to the
conduct or affecting the liability or affording protection to the Notes Trustee,
whether or not elsewhere herein so provided.

         SECTION 3.12. GOVERNING LAW. The internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture.

         SECTION 3.13. COUNTERPART ORIGINALS. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be original, but
all of them together represent the same agreement.

                                       3



         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date and year first
written above.

                                     SIGNATURES

                                     BLUEGREEN CORPORATION


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer & Chief Financial Officer


                                     BLUEGREEN HOLDING CORPORATION
                                     (TEXAS)


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     PROPERTIES OF THE SOUTHWEST ONE, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer

                                     BLUEGREEN SOUTHWEST ONE, L.P.  by
                                     Bluegreen Southwest Land, Inc., its General
                                     Partner


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     BLUEGREEN ASSET MANAGEMENT
                                     CORPORATION


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer

                                       4




                                     BLUEGREEN CORPORATION OF TENNESSEE


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     BLUEGREEN CORPORATION OF THE
                                     ROCKIES


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     BLUEGREEN PROPERTIES OF VIRGINIA, INC.

                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     BLUEGREEN RESORTS INTERNATIONAL,
                                     INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Vice President


                                     CAROLINA NATIONAL GOLF CLUB, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer

                                       5




                                     LEISURE CAPITAL CORPORATION


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     BLUEGREEN WEST CORPORATION


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     BG/RDI ACQUISITION CORP.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer

                                     BLUEGREEN VACATIONS UNLIMITED, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer

                                     BLUEGREEN SOUTHWEST LAND, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     BLUEGREEN CAROLINA LANDS, LLC


                                     By:      /s/ RANDI S. TOMPKINS
                                        --------------------------------------
                                     Name: Randi S. Tompkins
                                     Title: Manager

                                       6



                                     BLUEGREEN RESORTS MANAGEMENT, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Vice President


                                     JORDAN LAKE PRESERVE CORPORATION


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer



                                     LEISURE COMMUNICATION NETWORK, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     MANAGED ASSETS CORPORATION


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer

                                     TRAVELHEADS, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John Chiste
                                     Title: Vice President

                                     ENCORE REWARDS, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Vice President


                                       7


                                     LEISUREPATH, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Vice President

                                     CATAWBA FALLS, LLC


                                     By:      /s/ RANDI S. TOMPKINS
                                        ----------------------------------------
                                     Name: Randi S. Tompkins
                                     Title: Manager


                                     BLUEGREEN COMMUNITIES OF GEORGIA,
                                     LLC


                                     By:      /s/ RANDI S. TOMPKINS
                                        ----------------------------------------
                                     Name: Randi S. Tompkins
                                     Title: Manager


                                     BLUEGREEN PURCHASING & DESIGN, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     GREAT VACATION DESTINATIONS, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer


                                     BLUEGREEN GOLF CLUBS, INC.


                                     By:      /s/ JOHN F. CHISTE
                                        ----------------------------------------
                                     Name: John F. Chiste
                                     Title: Treasurer

                                     SUNTRUST BANK, As Trustee


                                     By:      /s/ LISA DERRYBERRY
                                        ----------------------------------------
                                     Name: Lisa Derryberry
                                     Title:  Vice President

                                       8







                                   SCHEDULE A

                              ADDITIONAL GUARANTOR


     NAME                                                           DATE
     ----                                                           ----

Bluegreen Golf Clubs, Inc.                                    February 29, 2004






                                       9

EX-10.105

                                                                  EXHIBIT 10.105

                         SALE AND CONTRIBUTION AGREEMENT

                                      AMONG

         THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS SELLERS
                                   AS SELLERS

                                       AND

                 BLUEGREEN RECEIVABLES FINANCE CORPORATION VII,
                             AS THE TRUST DEPOSITOR

                           DATED AS OF AUGUST 3, 2004



                                TABLE OF CONTENTS

                                                                                                              
ARTICLE I           DEFINITIONS.............................................................................     1

   Section 1.1.     General.................................................................................     1
   Section 1.2.     Other Interpretive Provisions...........................................................     1

ARTICLE II          AGREEMENT TO TRANSFER; ASSIGNMENT OF AGREEMENT..........................................     2

   Section 2.1.     Closing of Purchases....................................................................     2
   Section 2.2.     Assignment of Rights Under Agreement....................................................     2
   Section 2.3.     Conveyance of Substitute Receivables....................................................     3

ARTICLE III         REPRESENTATIONS AND WARRANTIES..........................................................     3

   Section 3.1.     Representations and Warranties of Sellers...............................................     4
   Section 3.2.     Representations and Warranties of Sellers Relating to the Agreement and the
                    Assets..................................................................................    11
   Section 3.3.     Survival; Knowledge of Trust Depositor; Notice of Breach................................    13

ARTICLE IV          SELLERS' AFFIRMATIVE AND NEGATIVE COVENANTS.............................................    13

   Section 4.1.     Records.................................................................................    13
   Section 4.2.     Use of Noteholders' Names...............................................................    13
   Section 4.3.     Other Documents.........................................................................    14
   Section 4.4.     Sellers' Dues Requirement...............................................................    14
   Section 4.5.     Consolidation and Merger................................................................    14
   Section 4.6.     Receivables.............................................................................    14
   Section 4.7.     Compliance with Laws; Preservation of Existence; Conduct of Business....................    14
   Section 4.8.     Environmental...........................................................................    15
   Section 4.9.     Notices to Obligors; Collections........................................................    17
   Section 4.10.    Notices.................................................................................    17
   Section 4.11.    Assets..................................................................................    18
   Section 4.12.    Compliance with Contracts; Modifications to Contracts, Mortgages and Collection
                    Policy..................................................................................    18
   Section 4.13.    Release and Bonding of Liens............................................................    18
   Section 4.14.    Real Estate Taxes.......................................................................    18
   Section 4.15.    Accounting for Purchases................................................................    19
   Section 4.16.    Compliance With Collection Policies.....................................................    19
   Section 4.17.    Compliance with Agreements and Applicable Laws..........................................    19
   Section 4.18.    Security Interests......................................................................    19
   Section 4.19.    Name Changes; Location of Sellers, Records; Instruments.................................    19
   Section 4.20.    ERISA Matters...........................................................................    19
   Section 4.21.    Restrictions on Transfers...............................................................    20
   Section 4.22.    Maintenance.............................................................................    20
   Section 4.23.    Condemnation............................................................................    20
   Section 4.24.    Inspections and Audits..................................................................    20
   Section 4.25.    Organizational Status...................................................................    21
   Section 4.26.    Amendment of Time Share Documents.......................................................    21
   Section 4.27.    Insurance...............................................................................    21
   Section 4.28.    Operating Contracts.....................................................................    21
   Section 4.29.    Further Assurances......................................................................    22



                                      -i-


                                                                                                             
ARTICLE V           PERFECTION OF TRANSFER AND PROTECTION OF BACK-UP SECURITY INTERESTS.....................    22

   Section 5.1.     Custody of Receivables..................................................................    22
   Section 5.2.     Filing..................................................................................    22
   Section 5.3.     Costs and Expenses......................................................................    23

ARTICLE VI          REMEDIES UPON MISREPRESENTATION; RIGHT TO SUBSTITUTE; UPGRADES..........................    23

   Section 6.1.     Sellers' Option to Substitute or Repurchase.............................................    23
   Section 6.2.     Repurchases and Substitutions of Receivables for Breach of Representations and
                    Warranties..............................................................................    23
   Section 6.3.     Upgrades................................................................................    24
   Section 6.4.     Reassignment of Repurchased or Substituted Receivables..................................    24

ARTICLE VII         INDEMNIFICATION.........................................................................    24

   Section 7.1.     Sellers Indemnification.................................................................    24
   Section 7.2.     Liabilities to Obligors.................................................................    25

ARTICLE VIII        MISCELLANEOUS...........................................................................    25

   Section 8.1.     Termination.............................................................................    25
   Section 8.2.     Assignment or Delegation by the Sellers.................................................    25
   Section 8.3.     Amendment...............................................................................    26
   Section 8.4.     Notices.................................................................................    26
   Section 8.5.     Merger and Integration..................................................................    26
   Section 8.6.     Headings................................................................................    26
   Section 8.7.     GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE....................    27
   Section 8.8.     WAIVER OF JURY TRIAL....................................................................    27
   Section 8.9.     No Bankruptcy Petition..................................................................    27
   Section 8.10.    Severability of Provisions..............................................................    27
   Section 8.11.    No Waiver; Cumulative Remedies..........................................................    27
   Section 8.12.    Counterparts............................................................................    27
   Section 8.13.    Intended Characterization...............................................................    27
   Section 8.14.    Sellers.................................................................................    28

SCHEDULES

         Schedule I                      Location of Offices
         Schedule 3.1(ff)                Insurance
         Schedule 3.1(jj)                Organizational Structure; Intercompany Debt

EXHIBITS

         Exhibit A              Form of Sale Assignment



                                      -ii-


                         SALE AND CONTRIBUTION AGREEMENT

      This Sale and Contribution Agreement, dated as of August 3, 2004, is made
by and among the Persons identified on the signature pages hereto as Sellers,
(together with their permitted successors and assigns, each a "Seller" and
collectively, the "Sellers") and Bluegreen Receivables Finance Corporation VII,
a Delaware corporation (together with its permitted successors and assigns, the
"Trust Depositor").

      WHEREAS, in the regular course of its business, the Sellers originate and
purchase Receivables;

      WHEREAS, the Trust Depositor has been established as a bankruptcy-remote
entity for the purpose of acquiring from Sellers from time to time Receivables
and related Assets owned by the Sellers in accordance with the terms of this
Agreement;

      WHEREAS, the Sellers and Trust Depositor wish to set forth the terms and
conditions pursuant to which Trust Depositor will acquire such Receivables and
related Assets (including Substitute Assets); and

      WHEREAS, Trust Depositor intends concurrently with each transfer of Assets
hereunder to sell, transfer and otherwise absolutely convey all right, title and
interest in and to the Assets to the Trust pursuant to the Sale and Servicing
Agreement dated as of the date hereof by and among Trust Depositor, the Trust,
Bluegreen Corporation, individually and in its capacity as Servicer, Concord
Servicing Corporation, as Back-up Servicer, Vacation Trust, Inc., as Club
Trustee, General Electric Capital Corporation, as Facility Administrator, the
Noteholders and U.S. Bank National Association, as Indenture Trustee and
Custodian (as amended, supplemented or otherwise modified from time to time, the
"Sale and Servicing Agreement"), executed concurrently herewith;

      WHEREAS, the Sellers and Trust Depositor wish to set forth the terms and
conditions pursuant to which (i) the Sellers will sell, transfer and otherwise
absolutely convey the Assets to Trust Depositor, and (ii) the Receivables Files,
deeds and other instruments, certificates, books, records and information of any
kind relating to the Assets referred to in the foregoing clause (i) and from
time to time sold and purchased hereunder and under the Sale and Servicing
Agreement and transferred to the Custodian (as custodian and agent for the
Indenture Trustee) under the Custodian Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the Sellers and Trust Depositor agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      Section 1.1. General. Unless otherwise defined in this Agreement,
capitalized terms used herein (including in the preamble above) have the
meanings assigned to them in the Definitions Annex to the Sale and Servicing
Agreement.

      Section 1.2. Other Interpretive Provisions. Except to the extent otherwise
specified in the particular term or provision at issue, this Agreement shall be
interpreted and construed in accordance with the Document Conventions.

                                      -1-


                                   ARTICLE II
                 AGREEMENT TO TRANSFER; ASSIGNMENT OF AGREEMENT

      Section 2.1. Closing of Purchases. During the Purchase Period, no later
than eleven (11) days prior to each Transfer Date (or such shorter period to
which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor
of the intent to effect a Purchase and the proposed Transfer Date thereof.
During the Purchase Period, no later than two (2) Business Days prior to each
Transfer Date (or such shorter period to which Trust Depositor shall agree), the
Sellers will deliver or cause to be delivered to Trust Depositor a notice
specifying all outstanding Eligible Receivables currently owned by the Sellers
which the Sellers wish to sell, transfer and absolutely assign pursuant to this
Agreement, together with the items set forth on Schedule IB to the Sale and
Servicing Agreement with respect thereto. On or prior to the Transfer Date,
Trust Depositor will notify the Sellers of the Eligible Receivables it will
purchase (the "Purchased Receivables") on such date and the cash purchase price
(the "Sale Price") it will pay for such purchase. To the extent that there is no
Sale Price or the cash portion of the Sale Price for the Purchased Receivables
is less than the fair market value thereof, the difference shall be deemed a
capital contribution by the Sellers to the Trust Depositor. On each Transfer
Date, the applicable Seller shall execute an assignment (the "Sale Assignment"),
dated as of such Transfer Date, substantially in the form of Exhibit A hereto,
Allonges (or other assignment in the case of Aruba Receivables) which have been
stapled to the original notes evidencing, as applicable, the Receivables and
Mortgage Assignments with respect to each of the Receivables and related Assets
being purchased on such Transfer Date by the Trust Depositor. The Sale Price
shall be payable by Trust Depositor in full by wire transfer on the Transfer
Date to an account designated by the applicable Seller to Trust Depositor on or
before the Transfer Date.

      Concurrent with the payment of the Sale Price, if any, for Purchased
Receivables and execution and delivery of the Sale Assignment, the Allonges and
the Mortgage Assignments, as applicable, in respect thereof, the Sellers shall
have, and shall be deemed for all purposes to have sold, transferred, assigned,
set over and otherwise conveyed to Trust Depositor, in consideration therefor
without recourse, representation or warranty other than as expressly provided in
the Transaction Documents, all the Sellers' right, title and interest in and to
the Purchased Receivables and related Assets specified on the List of
Receivables and conveyed to the Trust Depositor pursuant to this Agreement.

      The foregoing sale, transfer, assignment, set-over and conveyance does not
constitute and is not intended to result in the creation or an assumption by
Trust Depositor (or any assignee thereof) of any obligation of the Sellers in
connection with the Receivables and related Assets, or any agreement or
instrument relating thereto, including, without limitation, any obligation to
any Obligor or any other Person, or (i) any taxes, fees, or other charges
imposed by any Governmental Authority and (ii) any insurance premiums which
remain owing with respect to any Receivable at the time such Receivable is sold
hereunder. Upon the consummation of the foregoing sale, transfer, assignment,
set-over and conveyance no Seller shall claim any ownership interest in the
Purchased Receivables and related Assets or take any action inconsistent with
the Trust Depositor's ownership of such Purchased Receivables and related
Assets.

      Section 2.2. Assignment of Rights Under Agreement. Trust Depositor has the
right to assign its interest under this Agreement to the Trust, which shall in
turn assign its interest under this Agreement to the Indenture Trustee for the
benefit of the Noteholders as may be required to effect the purposes of the Sale
and Servicing Agreement and the Indenture, without further notice to, or consent
of, the Sellers, and the Trust and the Indenture Trustee for the benefit of the
Noteholders shall succeed to all of the rights of Trust Depositor hereunder. The
Sellers acknowledge that, pursuant to the Sale and Servicing Agreement, Trust
Depositor will assign all of its right, title and interest in and to the
Receivables and related Assets conveyed hereunder and all other rights of the
Trust Depositor hereunder to the Trust, including but not

                                      -2-


limited to, its right to exercise the remedies created by Section 6.2 hereof for
breaches of representations and warranties of the Sellers contained in Article
III hereof, which shall in turn assign such right, title and interest to the
Indenture Trustee for the benefit of the Noteholders as well as any other
covenants or representations or warranties made by the Sellers hereunder. The
Sellers agree that, upon such assignment to the Trust and the Indenture Trustee
for the benefit of the Noteholders, such remedies, covenants and
representations, including the repurchase obligations of Sellers with respect to
breaches of such representations set forth herein and in Section 2.7 of the Sale
and Servicing Agreement, will run to and be for the benefit of the Trust and the
Indenture Trustee for the benefit of the Noteholders and their respective
assignees and the Trust, the Indenture Trustee or such assignee may enforce the
same directly without joinder of Trust Depositor.

      Section 2.3. Conveyance of Substitute Receivables. Subject to the
satisfaction of the conditions set forth in Section 2.7 of the Sale and
Servicing Agreement in respect of Replaced Assets, the Sellers may at their
option (but shall not be obligated to) sell, transfer, assign, set over and
otherwise convey to Trust Depositor, without recourse, representation or
warranty other than as expressly provided in the Transaction Documents (and in
consideration of Trust Depositor's concurrent transfer of property, by exchange
of one or more related Receivables re-transferred by the Trust to Trust
Depositor on the Substitute Asset Transfer Date) all the right, title and
interest of such Seller in and to the Substitute Assets identified in the
related Substitution Notice and specified on the List of Receivables and such
Substitute Assets shall become part of the Assets upon such transfer.
Notwithstanding the foregoing, if such option is not exercised prior to the
expiration of a respective Seller's fiscal quarter, during which the related
Receivable became a Defaulted Receivable, then such Seller's right to exercise
such option with respect to such Defaulted Receivable shall be irrevocably
waived, unless, prior to the expiration of such Seller's fiscal quarter, such
Seller gives notice to the Trust Depositor of its intention to exercise such
option with respect to such Defaulted Receivable and does so prior to the
expiration of such Seller's next succeeding fiscal quarter. If, however, such
Seller fails to exercise such option with respect to such Defaulted Receivable
prior to the expiration of such Seller's next succeeding fiscal quarter, then
such Seller's right to exercise such option with respect to such Defaulted
Receivable shall be irrevocably waived. The waiver described in this Section 2.3
shall have no effect on and shall not constitute a waiver of the Servicer
Purchase Option.

      To the extent that the property delivered by Trust Depositor to the
Sellers in exchange for the Substitute Assets being conveyed has a value less
than the fair market value of such Substitute Assets, the difference, shall be
deemed a capital contribution by the Sellers to Trust Depositor in respect of
such Substitute Assets.

      Any such sale, transfer, assignment, set-over and conveyance shall not
constitute and is not intended to result in a creation or an assumption by Trust
Depositor (or any assignee thereof) of any obligation of the Sellers in
connection with such Receivables and related Assets, or any agreement or
instrument relating thereto, including, without limitation, any obligation to
any Obligor or any other Person, or (i) any taxes, fees, or other charges
imposed by any Governmental Authority and (ii) any insurance premiums which
remain owing with respect to any such Receivable at the time such Receivable is
conveyed hereunder.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

      The Sellers will make, jointly and severally, and upon the transfer of
Substitute Assets will be deemed to remake, the representations and warranties
set forth herein for the benefit of Trust Depositor, the Indenture Trustee and
the Noteholders; provided, however, with respect to the representations and
warranties relating to the Receivables, such representations and warranties
shall be made only on their

                                      -3-


date of purchase or transfer hereunder. It is understood and agreed that the
representations and warranties in this Article III shall survive the conveyance
of the Assets to Trust Depositor, any conveyance of the Assets by Trust
Depositor to the Trust and any conveyance of any interest therein to the
Indenture Trustee for the benefit of the Noteholders and shall continue so long
as any Asset shall remain outstanding. The repurchase (or, in the alternative,
substitution) obligation of the Sellers set forth in Section 6.2 below
constitutes the sole remedy available for a breach of a representation or
warranty of the Sellers in respect of the Assets. The Sellers are not
responsible for and shall have no obligation with respect to the Obligors'
payment obligations under the Receivables, except with respect to Servicer
Advances as and to the extent provided in the Transaction Documents and
obligations under Section 6.2 hereof with respect to breaches of representations
and warranties, when made, relating to the Receivables; provided, however, this
sentence shall not be construed to limit, in any manner, any Seller's other
obligations under the Transaction Documents.

      Section 3.1. Representations and Warranties of Sellers. On the Closing
Date, Sellers, jointly and severally, make, and on each Transfer Date, Sellers,
jointly and severally, will be deemed to remake, the following representations
and warranties:

            (a) Organization and Good Standing. Each Seller is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has full power (corporate or otherwise),
authority and legal right to own its properties and conduct its business as such
properties are presently owned and such business is presently conducted, and to
execute, deliver and perform its obligations under this Agreement and each other
Transaction Document to which it is a party.

            (b) Due Qualification. Each Seller is duly qualified to do business
and is in good standing as a foreign corporation (or is exempt from such
requirements), and has obtained all necessary licenses and approvals, in each
jurisdiction in which failure to so qualify or to obtain such licenses and
approvals would have a Material Adverse Effect.

            (c) Due Authorization. The execution and delivery of this Agreement
and each other Transaction Document to which it is a party, and the consummation
of the transactions provided for herein and therein, have been duly authorized
by each Seller by all necessary corporate action on the part of such Seller.

            (d) No Conflict. The execution and delivery of this Agreement and
each other Transaction Document to which such Seller is a party, the performance
of the transactions contemplated hereby and thereby and the fulfillment of the
terms hereof and thereof do not contravene or violate (i) its articles or
certificate of incorporation or by-laws or operating agreement, (ii) any law,
rule or regulation applicable to it, (iii) any restrictions under any indenture,
contract, agreement, mortgage, deed of trust, o other instrument to which it is
a party or by which it or any of its property is bound, or (iv) any order, writ,
judgment, award, injunction or decree binding on or affecting it or its
property, and do not result in the creation or imposition of any Lien on the
assets of such Seller, except where any such contravention or violation would
not have a Material Adverse Effect.

            (e) No Violation. The execution and delivery by the Sellers of this
Agreement and each other Transaction Document to which it is a party, the
performance of the transactions contemplated hereby and thereby and the
fulfillment of the terms hereof and thereof (including, without limitation, the
sale of the Assets by the Sellers in accordance with the provisions of this
Agreement) will not conflict with or violate any Requirements of Law applicable
to any Seller or to the Assets and do not require the consent or approval of any
Governmental Authority or any other Person, except those which have been duly
obtained, made or complied with prior to the Closing Date and are in full force
and effect.

                                      -4-


            (f) No Proceedings. There are no proceedings or investigations
pending or, to the best knowledge of the Sellers, threatened against any Seller
Party, any of its Affiliates or any Time Share Association, before any court,
regulatory body, administrative agency, or other tribunal or governmental
instrumentality (i) asserting the invalidity of this Agreement or any other
Transaction Document, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or any other Transaction Document or
(iii) seeking any determination or ruling that could reasonably be expected to
be adversely determined, and if adversely determined, would have a Material
Adverse Effect. No Seller nor, to the best knowledge of Sellers, any Time Share
Association has received any notice from any court or Governmental Authority
alleging that such party or any Affiliate thereof, has violated any Requirements
of Law or that the Eligible Resorts or the Facilities are in violation of any
Requirements of Law.

            (g) All Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or of any Governmental Authority required
in connection with the Sellers' execution and delivery of this Agreement and the
other Transaction Documents to which it is a party, the performance of the
transactions contemplated hereby and thereby, and the fulfillment of the terms
hereof and thereof, have been obtained.

            (h) Bulk Sales. The execution, delivery and performance of this
Agreement do not require compliance with any "bulk sales" law by the Sellers.

            (i) Solvency. Both before and after giving effect to the
transactions under this Agreement, each Seller will be Solvent.

            (j) Selection Procedures. No selection procedures believed by the
Sellers to be adverse to the interests of Trust Depositor, the Trust or the
Noteholders were utilized by the Sellers in selecting the Receivables
constituting part of the Assets being sold hereunder.

            (k) Taxes.

                  (i) All ad valorem taxes and other taxes and assessments
            against the Eligible Resorts and the Assets, and all sales and
            rental taxes respecting the sale or rental of any Accommodations or
            Intervals, have been paid when due or except as may be reserved
            against in accordance with GAAP and Sellers know of no basis for any
            additional taxes or assessments against the Eligible Resorts or the
            Assets. Sellers shall cause each Time Share Association managed by
            the Club Managing Entity and use their best efforts to cause each
            other Time Share Association to collect and pay any applicable sales
            or rental tax respecting the sale or rental of any Accommodations or
            Intervals by such Time Share Association.

                  (ii) The Sellers have filed or caused to be filed all tax
            returns which, to their knowledge, are required to be filed and have
            paid all taxes shown to be due and payable on such returns or on any
            assessments made against them or any of their or their Subsidiaries'
            property and all other taxes, fees or other charges imposed on them
            or any of their property by any Governmental Authority (other than
            any amount of tax due the validity of which is currently being
            contested in good faith by appropriate proceedings and with respect
            to which reserves in accordance with generally accepted accounting
            principles have been provided on the books of the Sellers); no tax
            lien has been filed and, to the Sellers' knowledge, no claim is
            being asserted, with respect to any such tax, fee or other

                                      -5-


            charge, except for such liens, fees or other charges which,
            individually or in the aggregate, could not reasonably be expected
            to have a Material Adverse Effect. Subject to the information
            provided by its respective employees, proper and accurate amounts
            have been withheld by each Seller from its respective employees for
            all periods in full and complete compliance with all applicable
            federal, state, local and foreign laws and such withholdings have
            been paid when due to the applicable Governmental Authorities. Each
            Time Share Association managed by the Club Managing Entity and, to
            the best knowledge of Sellers upon due inquiry, each other Time
            Share Association, has filed all required tax returns and has paid
            all taxes shown to be due and payable on such returns, including
            interest and penalties, and all other taxes which are payable by it,
            to the extent the same have become due and payable.

            (l) Margin Stock. No Seller is engaged, nor will it engage,
principally or as one of its important activities, in the business of extending
credit for the purpose of "purchasing" or "carrying" any Margin Stock. No Seller
owns any Margin Stock, and none of the proceeds of any Purchase will be used,
directly or indirectly, for the purpose of purchasing or carrying any Margin
Stock, for the purpose of reducing or retiring any Indebtedness which was
originally incurred to purchase or carry any Margin Stock or for any other
purpose that might cause any portion of such proceeds to be a "purpose credit"
within the meaning of Regulations T, U or X of the Federal Reserve Board. No
Seller will take or permit to be taken any action which might cause any
Transaction Document to violate any regulation of the Federal Reserve Board.
Notwithstanding the foregoing, this Agreement shall not limit Bluegreen's
ability to repurchase shares of its common stock so long as it is otherwise done
in compliance with the terms hereof.

            (m) Agreements Enforceable. This Agreement and the other Transaction
Documents to which such Seller is a party constitute the legal, valid and
binding obligation of such Seller enforceable against such Seller in accordance
with their respective terms, except as such enforceability may be limited by
applicable Insolvency Laws and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or law).

            (n) Title; Prior liens with respect to the Resorts and Additional
Resorts. Sellers and their Subsidiaries have good and marketable title to the
Eligible Resorts (excluding sold Intervals and any equitable rights of Obligors
under applicable state law to the Units under any conditional land sales
contracts which are the subject of any Receivables and related Assets).

            (o) Access. Subject to applicable state and/or county jurisdiction,
the Eligible Resorts relating to the Assets, have direct access to a public
road.

            (p) Utilities. Electric, gas, sewer, water facilities and other
necessary utilities are lawfully available in sufficient capacity to service the
Units relating to the Intervals in the Eligible Resorts relating to the
Receivables and any easements necessary to the furnishing of such utility
service have been obtained and duly recorded. Sellers or the applicable Time
Share Association managed by the Club Managing Entity have timely paid water
charges and utility taxes relating to the Eligible Resorts.

            (q) Amenities. All amenities described in the sales prospectus and
the "Public Reports" for the Eligible Resorts relating to the Receivables are
completed, or will be completed in all material respects, in the time periods
described in the "Public Reports", or a bond insuring their completion has been
posted. Each Obligor has or will have in the time period described in the
applicable "Public Reports" access to and the use of all of the amenities and
public utilities of the Eligible Resorts relating to the Receivables as and to
the extent provided in the Declaration and the "Public Reports".

                                      -6-


Each Obligor has access to and the use of all of the amenities of the Eligible
Resorts as and to the extent provided in the Club Trust Agreement and the Time
Share Documents in respect of the respective Eligible Resorts.

            (r) Flood Insurance. With respect to any Eligible Resort that is
managed by the Club Managing Entity and that is located in a flood zone as
defined in the Flood Disaster Protection Act of 1973, as amended, or located
within wetlands, as defined by any Governmental Authority, such Eligible Resort
is covered by flood insurance in form and amounts and with reputable insurers
which are customary for the industry.

            (s) Time Share Documents. The Time Share Documents are legal, valid,
binding and enforceable against the Sellers or their Affiliates, as applicable,
and, to the knowledge of the Sellers, the applicable Time Share Associations, in
each case in accordance with their respective terms.

            (t) Compliance with Time Share Documents. No Seller nor any Time
Share Association managed by the Club Managing Entity or, to the knowledge of
any Seller, any other Time Share Association is in default under the Time Share
Documents and no event has occurred which, with the passage of time or the
giving of notice would become a default by any Seller, any Time Share
Association managed by the Club Managing Entity or, to the knowledge of any
Seller, any other Time Share Association under the Time Share Documents.

            (u) Location of Offices. The principal place of business and chief
executive office of each Seller, and the office where each Seller keeps all the
Records, are located at the addresses of such Seller referred to on Schedule I
hereto (or at such other locations as to which the notice and other requirements
specified herein shall have been satisfied). The state of incorporation or
formation and organizational identification number, if any, of each Seller is
set forth on Schedule I hereto. Each Seller's name, as set forth in its
organizational documents, is completely and correctly identified in Schedule I
of this Agreement.

            (v) Reports Accurate. No report, exhibit, financial statement,
document, book, record or report furnished or to be furnished by any Seller
pursuant to this Agreement or any other Transaction Document is or will be, when
considered as a whole, inaccurate in any material respect as of the date it is
or shall be dated or (except as otherwise disclosed to the Noteholders at such
time) as of the date so furnished, and no such document contains or will contain
any material misstatement of fact or omits or shall omit to state a material
fact or any fact necessary in light of the circumstances under which made, to
make the statements contained therein not misleading; provided, however, the
Trust Depositor acknowledges that the Trust Depositor's remedy for a
misrepresentation of matters set forth in Section 3.2 or a breach of a warranty
set forth in Section 3.2 hereof is provided by and limited to Section 6.2
hereof.

            (w) Full Disclosure. Since December 31, 2003, no event has occurred,
that alone or together with other events, could reasonably be expected to have a
Material Adverse Effect and there is no fact of which Sellers have knowledge
after due inquiry that could reasonably be expected to have a Material Adverse
Effect. The Sellers know of no fact or condition which could prevent or restrict
the offering or sale of Intervals to Obligors in accordance with applicable
Requirements of Law.

            (x) Tradenames. No Seller has any trade names, fictitious names,
assumed names or "doing business as" names or other names under which it has
done or is doing business within the past five (5) years other than "Bluegreen
Patten Corporation" and "Bluegreen Corporation of Massachusetts".

                                      -7-


            (y) Compliance with Collection Policy. Each Seller has complied in
all material respects with the Collection Policy with regard to each Receivable
and the related Contract, and has not made any change to the Collection Policy.

            (z) Value Given. Each Seller has received reasonably equivalent
value from the Trust Depositor in consideration for the transfer to the Trust
Depositor of the Receivables and related Assets hereunder, no such transfer
shall have been made for or on account of an antecedent debt owed by any Seller
to the Trust Depositor, and no such transfer is or may be voidable or subject to
avoidance under any section of the Bankruptcy Code.

            (aa) Accounting. Each Seller accounts for the transfer from such
Seller of interests in the Assets hereunder as sales of such Assets in its
books, records and financial statements, in each case consistent with GAAP and
with the requirements set forth herein.

            (bb) Separate Entity. Each Seller is operated as an entity with
assets and liabilities distinct from those of the Trust Depositor and each
Seller hereby acknowledges that the Noteholders are entering into the
transactions contemplated by the Sale and Servicing Agreement and the other
Transaction Documents in reliance upon such Seller's identity as a separate
legal entity from the Trust Depositor.

            (cc) Investment Company and Public Utility Holding Company. No
Seller is an "investment company" within the meaning of and subject to
regulation under the Investment Company Act of 1940, as amended, or a "holding
company" or a "subsidiary company" of a "holding company," within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

            (dd) Accuracy of Representations and Warranties. Each representation
or warranty by any Seller contained herein or in any certificate or other
document furnished by any Seller pursuant hereto or in connection herewith is
when furnished true and correct in all material respects; provided, however,
Trust Depositor acknowledges that Trust Depositor's remedy for a
misrepresentation of matters set forth in Section 3.2 or a breach of a warranty
set forth in Section 3.2 hereof is provided by and limited to Section 6.2
hereof.

            (ee) Reservation System. Other than with respect to the services
contracted for by the Club Managing Entity or an Affiliate thereof with a third
party which rights under such contracts shall be licensed (on a non-exclusive
basis) to the Indenture Trustee for the benefit of the Noteholders, the
Reservation System is owned by the Club Managing Entity free and clear of any
Liens, but subject to the provisions of the Club Management Agreement and the
Club Trust Agreement, and the Club has the right to utilize such system under
and pursuant to the Club Management Agreement. The Club Management Agreement is
in full force and effect and no default on the part of the Club Trustee or the
Club Managing Entity exists thereunder. Bluegreen owns 100% of the equity
capital of the Club Managing Entity.

            (ff) Insurance. Each Seller and each Time Share Association managed
by the Club Managing Entity with respect to each Eligible Resort maintain such
insurance coverage as may be required by any applicable Requirement of Law or
pursuant to the Declarations for such Eligible Resort. Schedule 3.1(ff) lists
all insurance policies of any nature maintained, as of the Closing Date, for
current occurrences by each Seller Party and each Time Share Association managed
by the Club Managing Entity.

            (gg) Compliance with Law. Subject to specific representations
regarding ERISA, Environmental Laws, Consumer Laws, the Patriot Act, tax and
other laws, each Seller has all material licenses, permits, consents or
approvals from or by, and has made all material filings with, and has given

                                       -8-


all material notices to, all Governmental Authorities having jurisdiction, to
the extent required for the operation and conduct of the Sellers' businesses in
material compliance with all Requirements of Law.

            (hh) Financial Statements. The financial statements of each Seller
Party and of each Time Share Association fairly present the respective financial
conditions and (if applicable) results of operations of such party as of the
date or dates thereof and for the periods covered thereby. All such financial
statements, other than those prepared on behalf of a natural person, if any,
were prepared in accordance with GAAP consistently applied throughout the
periods covered (except, with respect to unaudited financial statements, for the
absence of footnotes and normal year-end audit adjustments). Except for any such
changes heretofore expressly disclosed in writing to Facility Administrator,
there has been no change in the respective financial condition of Sellers and
each Time Share Association which is managed by the Club Managing Entity from
the financial condition shown in their respective financial statements that
could reasonably be expected to have a Material Adverse Effect.

            (ii) Employee Benefit Plans. Sellers are in compliance with all
applicable provisions of ERISA, the Code and all other Requirements of Law with
respect to all employee benefit plans adopted by Sellers for the benefit of its
employees. No liability has been incurred by Sellers which remains unsatisfied
for any funding obligation, taxes or penalties with respect to any such employee
benefit plan.

            (jj) Affiliates.

                  (i) Attached hereto as Schedule 3.1(jj) is a true and complete
            organizational chart disclosing the ownership and relationship of
            Sellers and the other Seller Parties, including any Subsidiaries of
            Sellers and any Affiliates of Sellers that have any involvement or
            interest in any Time Share Association and the Eligible Resorts.

                  (ii) The intercompany indebtedness described on Schedule
            3.1(jj) constitutes all Sellers' debts, liabilities and obligations
            to any Affiliates of Sellers as of the date of this Agreement.
            Sellers have provided copies of all instruments, agreements and
            other writings, if any, evidencing and/or securing any of the
            foregoing intercompany debt to the Trust Depositor and the Facility
            Administrator.

            (kk) Sales, Licenses and Permits.

                  (i) Sales of Intervals are made in compliance in all material
            respects with all applicable Requirements of Law. The Sellers, the
            Accommodations with respect to which Intervals are being sold, the
            Eligible Resorts, the Time Share Documents, and the Facilities
            comply with, conform to and obey, in all material respects, all
            Requirements of Law (including the applicable Declarations)
            applicable to the Sellers, such Accommodations, the Eligible
            Resorts, the Time Share Documents and the Facilities, and, to the
            extent applicable, each indenture, order, instrument, agreement or
            document to which Sellers are a party or by which it is bound. (ii)
            Each Time Share Association managed by the Club Managing Entity
            possesses all requisite franchises, certificates of convenience and
            necessity, operating rights, licenses, permits, consents,
            authorizations, exemptions, orders and approvals as are necessary to
            carry on its business as now being conducted including without
            limitation to manage, maintain and operate the Eligible Resorts
            related to such Time Share Association in material compliance with
            all applicable Requirements of Law.

                                      -9-


            (ll) Intellectual Property. As of the Closing Date, each Seller owns
or has rights to use all intellectual property necessary to continue to conduct
its business as now or heretofore conducted by it or proposed to be conducted by
it. Each Seller conducts its business and affairs without infringement of or
interference with any intellectual property of any other Person in any material
respect. No Seller is aware of any infringement claim by any other Person with
respect to any Seller's intellectual property.

            (mm) Representations as to the Time Share Association. No Seller nor
any Time Share Association which is managed by the Club Managing Entity is in
default in any material respect under any of the Time Share Documents or under
any other document evidencing or securing any indebtedness which is secured,
wholly or in part, by the Accommodations, and no event has occurred which with
the giving of notice, the passage of time or both, would constitute such a
default under any of the applicable Time Share Documents or under any of the
documents evidencing or securing any such indebtedness.

            (nn) Brokers. No broker or finder brought about the obtaining,
making or closing of this Agreement or any other Transaction Document or any
transaction contemplated thereby, and no Seller Party or Affiliate thereof has
any obligation to any Person in respect of any finder's or brokerage fees in
connection therewith.

            (oo) Environmental Matters.

                  (i) The operations of each Seller comply in all material
            respects with all applicable Environmental Laws.

                  (ii) There are no claims, investigations, litigation,
            administrative proceedings, whether pending or, to such Seller's
            best knowledge, threatened, or judgments or orders, relating to any
            Hazardous Materials or alleging the violation of any Environmental
            Laws (collectively "Environmental Matters") relating in any way to
            any operations of such Seller on any real property leased or owned
            by such Seller or to the operations of such Seller the result of
            which, if adversely determined, could reasonably be expected to have
            a Material Adverse Effect.

                  (iii) No Seller has filed any notice under any international,
            federal, state, regional, provincial or local law indicating past or
            present treatment, storage or disposal of a Hazardous Material or
            reporting a spill or release of a Hazardous Material into the
            environment the result of which, if adversely determined, could
            reasonably be expected to have a Material Adverse Effect.

                  (iv) No Seller has any known material liability, contingent or
            otherwise, in connection with any release of any Hazardous Material
            into the environment.

                  (v) (i) No Hazardous Material is now or was formerly used,
            stored, generated, manufactured, installed, disposed of or otherwise
            present at or about the Facilities or, to the best knowledge of any
            Seller, any property adjacent to the Facilities, including the
            groundwater located thereon except in material compliance with
            applicable Environmental Laws and (ii) all material permits,
            licenses, approvals and filings required by Environmental Laws in
            respect of the Facilities have been obtained, and the use, operation
            and condition of the Facilities does not violate any applicable
            Environmental Laws in any material

                                      -10-


            respect. All water intended to be drinking water originating from
            any well located at any Eligible Resort is potable.

            (pp) Operating Contracts. Sellers have delivered to Trust Depositor
and Facility Administrator true, correct and complete copies of the Operating
Contracts, including all exhibits, schedules and attachments. Each of the
Operating Contracts is in full force and effect. Sellers are not in any default
in any material respect under any of the Operating Contracts, and Sellers know
of no default on the part of any other party to any of the Operating Contracts.

            (qq) Litigation. There are no actions, demands, lawsuits,
investigations, proceedings, orders or injunctions (collectively "Litigation")
pending or, to the best of any Seller's knowledge, threatened against or
affecting any Seller or any of its Affiliates, at law or in equity, or before or
by any Governmental Authority which could reasonably be expected to have a
Material Adverse Effect. To the best of any Seller's knowledge, there is no
Litigation pending or threatened against or affecting any Time Share
Association, at law or in equity, or before or by any Governmental Authority
which could reasonably be expected to have a Material Adverse Effect. No Seller
nor, to the knowledge of any Seller, any Time Share Association has received any
notice from any court or Governmental Authority alleging that such party or any
Affiliate thereof, has violated any Requirements of Law or that the Eligible
Resorts or the Facilities are in violation of any Requirements of Law.

      Section 3.2. Representations and Warranties of Sellers Relating to the
Agreement and the Assets. Sellers, jointly and severally, hereby represent and
warrant to Trust Depositor that, as of each Transfer Date, with respect to the
Assets transferred to the Trust Depositor on such date:

            (a) Valid Sale and Transfer of Ownership. Such Seller: (i) has good
and marketable title to each Asset free and clear of any Lien (other than
Permitted Liens) of any Person; (ii) is the sole owner thereof and has full
right to transfer the Assets to Trust Depositor; and (iii) has validly and
effectively conveyed to Trust Depositor all of such Seller's right, title and
interest in and to the Assets free and clear of any Lien (other than Permitted
Liens). There are no facts, circumstances or conditions known to any Seller that
may result in any Liens upon any Asset (including Liens arising under
Environmental Laws) other than Permitted Liens. No financing statement or other
instrument similar in effect covering all or any part of the Assets is on file
in any recording office, except such as may have been filed in favor of Sellers
(and being assigned to the Trust Depositor) or the Trust Depositor, the Trust or
the Indenture Trustee.

            (b) Eligibility of Receivables. Each Receivable relating to each
Asset is an Eligible Receivable.

            (c) List of Receivables. As of the related Transfer Date, the List
of Receivables and other reports delivered in connection therewith is an
accurate and complete listing in all material respects of all the Receivables in
and to become part of the Asset Pool on such date and the information contained
therein (including with respect to the identity of such Receivables, Obligors
thereon, and the amounts owing thereunder) is true and correct in all material
respects.

            (d) No Liens. Each Asset shall, immediately prior to its sale
hereunder, be legally and beneficially owned by the applicable Seller free and
clear of any Lien (except Permitted Liens), and upon each Purchase, Trust
Depositor shall acquire ownership of each Asset and in the Collections with
respect thereto, free and clear of any Lien (except Permitted Liens).

            (e) Consents. With respect to each Asset, all material consents,
licenses, approvals or authorizations of or registrations or declarations with
any Governmental Authority required to be

                                      -11-


obtained, effected or given by any Seller in connection with the transfer of
such Assets to the Trust Depositor have been duly obtained, effected or given
and are in full force and effect.

            (f) Environmental Conditions. To each Seller's knowledge, such
Seller's operations and the Eligible Resorts are in compliance with all
Requirements of Law and none of the Eligible Resorts are the subject of any
governmental investigation evaluating whether any remedial action is needed to
respond to a release of any toxic or hazardous wastes or substances into the
environment.

            (g) Servicing. The servicing and collection practices used by the
Sellers and their Affiliates have complied in all material respects with all
applicable Requirements of Law and have met customary industry standards for the
servicing of receivables substantially similar to the Receivables.

            (h) Consumer Law Matters. The Assets were originated and have been
serviced in compliance with, and do not contravene any applicable Requirements
of Law, including, without limitation, all applicable Consumer Laws and
applicable provisions of the Patriot Act. All applicable federal, state and
local laws and regulations in the marketing and sales of the related Intervals,
including without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, state securities and blue sky laws, the Interstate Land
Sales Full Disclosure Act, the mail fraud statutes, land use, land sales,
timeshare sales and zoning laws, have been complied with.

            (i) Patriot Act Matters. Sellers represent, warrant, covenant and
agree, as of the Closing Date and continuing throughout the term of this
Agreement, that:

                  (i) it is and at all times shall be in compliance with
            applicable OFAC sanctions and regulations promulgated under the
            authority granted by the Trading with the Enemy Act ("TWEA"), 50
            U.S.C. App. Section 1 et seq., and the International Emergency
            Economic Powers Act ("IEEPA"), 50 U.S.C. Section 1701 et seq., as
            the TWEA and the IEEPA may apply to Sellers' activities;

                  (ii) it is and at all times shall be in compliance with the
            Patriot Act and all rules and regulations promulgated under the
            Patriot Act as such act and the rules and regulations promulgated
            thereunder may be applicable to Sellers; and

                  (iii) it (i) is not now, nor has ever been under investigation
            by any governmental authority for, nor has been charged with or
            convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any
            predicate offense thereunder, or a violation of the Bank Secrecy
            Act; (ii) has never been assessed a civil penalty under any anti
            money laundering laws or predicate offenses thereunder; (iii) has
            not had any of its funds seized, frozen or forfeited in any action
            relating to any anti money laundering laws or predicate offenses
            thereunder; (iv) has taken such steps and implemented such policies
            as are reasonably necessary to ensure that Sellers are not
            promoting, facilitating or otherwise furthering, intentionally or
            unintentionally, the transfer, deposit or withdrawal of criminally
            derived property, or of money or monetary instruments which are (or
            which Sellers suspects or has reason to believe are) the proceeds of
            any illegal activity or which are intended to be used to promote or
            further any illegal activity; and (v) has taken such steps and
            implemented such policies as are reasonably necessary to ensure that
            Sellers are in compliance with all laws and regulations applicable
            to its business for the prevention of money laundering and with anti
            terrorism laws

                                      -12-


            Initial and regulations, including with respect to the source of
            funds from its operations and that such steps include the
            development and implementation of an anti money laundering
            compliance program within the meaning of Section 352 of the Patriot
            Act, to the extent Sellers are required to develop such a program
            under the rules and regulations promulgated pursuant to Section 352
            of the Patriot Act.

            Nothing in this Section 3.2(i) shall be construed to imply that the
provisions of the laws and regulations set forth herein are, in fact, applicable
to Sellers.

            (j) FTC Holder Rule Language. None of the related Receivables
include language from the Federal Trade Commission's trade regulation rule
titled "Preservation of Consumers' Claims and Defenses" (16 C.F.R. Part 433),
including any language similar to the following: "Any holder of this consumer
contract is subject to all claims and defenses which the debtor could assert
against the seller of goods and services obtained [pursuant hereto or] with the
proceeds hereof. Recovery hereunder by the debtor shall not exceed amounts paid
by the debtor hereunder."

            (k) Property. To any Seller's knowledge, as of the date of the
origination of any Receivable, all of the material improvements on the related
Eligible Resort lay wholly within the boundaries and building restriction lines
of such Eligible Resort, except for encroachments that are insured against by
the applicable title policy or that do not materially and adversely affect the
value or marketability of such Interval, and no improvements on adjoining
properties encroached upon such Eligible Resort so as to materially and
adversely affect the value or marketability of such Interval, except those
encroachments that are insured against by such title policy.

      Section 3.3. Survival; Knowledge of Trust Depositor; Notice of Breach. The
representations and warranties set forth in this Article III shall survive the
transfer of the Assets to Trust Depositor and termination of the rights and
obligations of the Servicer under the Transaction Documents. Neither the
survival nor the liability of any Seller with respect to such Seller's
representations and warranties set forth in this Article III shall be reduced by
any due diligence or other investigation made by Trust Depositor, the Trust, the
Facility Administrator, the Indenture Trustee or any Noteholder at any time or
by the disclosure of any facts or circumstances to Trust Depositor, the Trust,
the Facility Administrator, the Indenture Trustee or any Noteholder (whether
prior to or after the date of this Agreement). Upon discovery by any Seller or
the Trust Depositor of a breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other, the Indenture Trustee and the Facility Administrator.

                                   ARTICLE IV
                   SELLERS' AFFIRMATIVE AND NEGATIVE COVENANTS

      Until the date on which this Agreement terminates in accordance with its
terms, Sellers, jointly and severally, hereby covenant and agree that:

      Section 4.1. Records. Sellers shall keep adequate records and books of
account reflecting all financial transactions of Sellers relating to the Assets
and (to the extent available to the Sellers) the Time Share Associations,
including sales of Intervals, all in accordance with GAAP.

      Section 4.2. Use of Noteholders' Names. Sellers will not, and will not
permit any Affiliate to, without the prior written consent of any Noteholder,
use the name of any Noteholder or the name of any Affiliates of any Noteholder
in connection with any of their respective businesses or activities, except in
connection with internal business matters, administration of the Transaction
Documents and as required in dealing with governmental agencies or any
applicable stock exchange including any reports required to be filed with the
Securities and Exchange Commission.

                                      -13-


      Section 4.3. Other Documents. To the extent not maintained by the
Custodian or Servicer, Sellers will maintain accurate and complete files
relating to the Receivables and the related Assets to the satisfaction of Trust
Depositor and the Trust, and such files (to the extent not computerized) will
contain copies of each Receivable and the related assets together with the
purchase agreements, any disclosure or notice required by applicable
Requirements of Law including truth-in-lending statements and the HUD-1
Settlement Statement and the consumer's credit application, all relevant credit
memoranda and all collection information and correspondence relating to such
Receivables.

      Section 4.4. Sellers' Dues Requirement. Each Seller shall either (i) pay
the Time Share Association dues relating to Intervals which are owned by such
Seller or one of its Affiliates and do not relate to Receivables or (ii) for as
long as such Seller or one of its Subsidiaries controls the Eligible Resorts,
shall provide such monies as are necessary to maintain services for an Eligible
Resort which are equal to or greater than one hundred percent (100%) of such
Eligible Resorts' total operating expenses, taxes, utilities and associated
reserve fund requirements.

      Section 4.5. Consolidation and Merger. No Seller will consolidate with or
merge into any other Person or permit any other Person to consolidate with or
merge into them or convey all or substantially all of their respective assets to
any Person, unless (i) either (x) (a) such Seller shall be the surviving entity
or (b) the successor entity or the Person which is the surviving or successor
entity or which acquires by sale or conveyance substantially all the assets of
such Seller shall be an entity organized under the laws of the United States of
America or any State thereof (including, if applicable, BankAtlantic Bancorp,
Inc., Levitt Corporation, BFC Financial Corp. or any successor or Affiliate of
any of the foregoing) and (y) shall expressly assume the due and punctual
performance and observance of all of the covenants and conditions of this
Agreement to be performed or observed by such Seller, by an amendment hereto in
form and substance reasonably satisfactory to the Indenture Trustee and the
Facility Administrator, and (ii) such Seller or such successor corporation or
entity, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in breach in the performance of
any such covenant or condition of this Agreement.

      Section 4.6. Receivables. The Sellers shall not take any action (nor
permit or consent to the taking of any action) which might reasonably be
anticipated to impair the value of the Receivables or related Assets or any of
the rights of the Trust in the Receivables or related Assets; provided, however,
nothing contained in this Section 4.6 shall be construed as requiring the
Sellers to guarantee or otherwise become liable for the payment of the Obligors'
payments under the Receivables.

      Section 4.7. Compliance with Laws; Preservation of Existence; Conduct of
Business. Sellers and, to the extent within the control of Bluegreen or an
Affiliate thereof, each of the Units in which Intervals are being sold, shall
comply with, conform to and obey each and every Requirement of Law applicable to
it and each indenture, order, instrument, agreement or document to which it is a
party or by which it is bound except where the failure to comply would not have
a Material Adverse Effect. Except as permitted by Section 4.5, each Seller shall
preserve and maintain its corporate existence, rights, franchises,
qualifications and privileges. Each Seller shall timely respond to or comply
with and for so long as any Time Share Association is managed by the Club
Managing Entity shall cause such Time Share Association to respond to or comply
with, and Sellers shall promptly furnish to the Trust Depositor and the Facility
Administrator and for so long as any Time Share Association is managed by the
Club Managing Entity shall cause such Time Share Association to promptly furnish
to the Trust Depositor and the Facility Administrator true and complete copies
of any notice or claim by any Governmental Authority, or by any other party to
any indenture, order, instrument, agreement or Time Share Document, pertaining
to the Sellers, the Accommodations, the Time Share Associations, the Eligible
Resorts and the Facilities to the extent any adverse determination in respect
thereof could reasonably be expected to have a Material Adverse Effect. Each
Seller shall at all times maintain, preserve and protect all of its assets

                                      -14-


and properties used or useful in the conduct of its business, and keep the same
in good repair, working order and condition in all material respects (taking
into consideration ordinary wear and tear) and from time to time make, or cause
to be made, all necessary or appropriate repairs, replacements and improvements
thereto consistent with such Seller's past practices.

      Section 4.8. Environmental.

            (a) Sellers shall (A) comply in all material respects with
applicable Environmental Laws; (B) notify Trust Depositor and its assigns and
the Facility Administrator, as the case may be, immediately upon Sellers'
discovery of any spill, discharge, release or presence of any Hazardous Material
in violation of applicable Environmental Laws at, upon, under, within,
contiguous to or otherwise affecting the Facilities which would be material in
respect of any affected Eligible Resort; (C) promptly remove all Hazardous
Materials which violate Environmental Laws and remediate the Eligible Resorts
which are managed by the Club Managing Entity (and use their best efforts to
cause each other Eligible Resort to be so remediated) in full compliance with
applicable Environmental Laws and in accordance with the recommendations and
specifications of an independent environmental consultant reasonably acceptable
to Trust Depositor and its assigns and the Facility Administrator and (D)
promptly forward to Trust Depositor and its assigns and the Facility
Administrator, as the case may be, copies of all Environmental Claims made
against or in respect of any Seller or any of its Affiliates and relating to the
Eligible Resorts or the Sellers, and copies of all orders, notices, permits,
applications or other communications and reports in connection with any spill,
discharge, release or the presence of any Hazardous Material or any other
matters relating to the Environmental Laws or any similar laws or regulations,
as they may affect the Eligible Resorts which would be material in respect of
any affected Eligible Resort. Sellers shall not cause, and shall use prudent,
commercially reasonable efforts to prohibit any other Person within the control
of Sellers from causing any spill, discharge or release, or the use, storage,
generation, manufacture, installation, or disposal, of any Hazardous Materials
at, upon, under, within or about the Eligible Resorts or the transportation of
any Hazardous Materials to or from the Eligible Resorts (except in material
compliance with Environmental Laws).

            (b) Sellers shall provide to Trust Depositor and its assigns and the
Facility Administrator, as the case may be, promptly upon the written request of
Trust Depositor or its assigns or the Facility Administrator, as the case may
be, from time to time, a Site Assessment or, if required by Trust Depositor or
its assigns or the Facility Administrator, as the case may be, an update to any
existing Site Assessment, to assess the presence or absence of any Hazardous
Materials and the potential costs in connection with abatement, cleanup or
removal of any Hazardous Materials found on, under, at or within the Eligible
Resorts; provided, however, that Sellers shall not be required to pay for the
cost of any such Site Assessment or update unless (x) the Trust Depositor's or
its assigns' or the Facility Administrator's, as the case may be, request for a
Site Assessment is based on (1) information provided under this Section 4.8, (2)
a reasonable suspicion of Hazardous Materials at (or, to the extent the Facility
Administrator reasonably believes Hazardous Materials may migrate or affect an
Eligible Resort, near) an Eligible Resort, (3) a breach of covenants under this
Section 4.8, or (y) a Termination Event or an Event of Default has occurred and
is continuing, in which case any such Site Assessment or update shall be at
Sellers' expense.

            (c) As between Sellers, on the one hand, and Trust Depositor, the
Trust, the Indenture Trustee, the Custodian, the Facility Administrator and the
Noteholders, on the other hand, all risk of loss associated with non-compliance
with Environmental Laws, or with the presence of any Hazardous Material at,
upon, within, contiguous to or otherwise affecting the Eligible Resorts, shall
lie solely with Sellers. Accordingly, Sellers shall bear all risks and costs
associated with any such loss (including any loss in value attributable to
Hazardous Materials), damage or liability therefrom, including

                                      -15-


all costs of removal of Hazardous Materials or other remediation required by
applicable Requirements of Law.

            (d) Sellers, jointly and severally, shall indemnify the Trust
Depositor (and its assignees) and agree to hold Trust Depositor (and its
assignees) harmless from and against any and all losses, liabilities, damages,
injuries, costs, expenses and claims of any and every kind whatsoever
(including, without limitation, court costs and reasonable attorneys' fees and
legal expenses) arising out of or associated, in any way, with the
non-compliance with applicable Environmental Laws with respect to any Eligible
Resort, or the existence of Hazardous Materials in, on, or about the Facilities,
or a breach of any representation, warranty or covenant contained in this
Section 4.8, whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute or common law, including those
arising from the joint, concurrent, or comparative negligence of the Trust
Depositor, the Trust, the Indenture Trustee, the Facility Administrator or any
Noteholder; provided, further, that this Section 4.8 shall not apply with
respect to any liability, release, violation or other matter that arises solely
from the Trust Depositor's (or its assignees') gross negligence or willful
misconduct or after any Seller loses possession of any property due to
foreclosure or other exercises of remedies by Trust Depositor or its assignees.
To the extent that the undertaking to indemnify, pay and hold harmless set forth
in this Section 4.8 may be unenforceable because it is violative of any law or
public policy, Sellers shall contribute the maximum portion that it is permitted
to pay and satisfy under applicable law to the payment and satisfaction of all
indemnifications set forth in this Section 4.8. Sellers' obligations under this
Section 4.8 shall arise upon the discovery of the presence of any Hazardous
Material which violates applicable Environmental Law, whether or not any
Governmental Authority has taken or threatened any action in connection with the
presence of any such Hazardous Material, and whether or not the existence of any
such Hazardous Material or potential liability on account thereof is disclosed
in any Site Assessment and shall continue notwithstanding the termination of
this Agreement or any transfer or sale of any right, title and interest in the
Trust Assets (by foreclosure, deed in lieu of foreclosure or otherwise).

            (e) Notwithstanding any provision in this Section 4.8 or elsewhere
in any Transaction Document, or any rights or remedies granted by any
Transaction Document, none of the Trust Depositor, the Trust, the Indenture
Trustee, the Facility Administrator or any Noteholder waives and such parties do
expressly reserve all rights and benefits now or hereafter accruing to such
parties under the "security interest" or "secured creditor" exception under
applicable Environmental Laws, as the same may be amended. No action taken by
any such party pursuant to the Transaction Documents shall be deemed or
construed to be a waiver or relinquishment of any such rights or benefits under
the "security interest exception.

            (f) Sellers shall within the applicable time periods below remedy
the conditions set forth below and deliver to the Facility Administrator such
evidence of remediation as the Facility Administrator shall reasonably request:

                  (i) Within 90 days of the date hereof with respect to Grande
            Villas at World Golf Village (Florida), Sellers shall clean and
            dispose of all black stained soil in the fenced area south of the
            operations building at such Eligible Resort;

                  (ii) Within 90 days of the date hereof with respect to
            Orlando's Sunshine Resort, Sellers shall install a secondary
            containment system for the above-ground storage tank at the
            four-story building located at such Eligible Resort;

                                      -16-


                  (iii) Within 90 days of the date hereof with respect to La
            Cabana Beach & Racquet Club (Aruba), Sellers shall clean and dispose
            of all oil staining around the floor drain of the back-up generator
            room located in the northeast corner of Building No. 2 at such
            Eligible Resort;

                  (iv) Within 120 days of the date hereof with respect to La
            Cabana Beach & Racquet Club (Aruba), Sellers shall repair oil leaks
            from the back-up generator and seal all floor drains in the back-up
            generator rooms at such Eligible Resort; and

                  (v) Within 30 days of the date hereof with respect to each of
            Lodge Alley Inn (South Carolina) and Solara Surfside (Florida),
            Sellers shall prepare an asbestos operations and maintenance plan
            for such Eligible Resorts.

      Section 4.9. Notices to Obligors; Collections. Each Seller will direct its
related Obligors, and shall instruct all future Obligors, to remit all payments
with respect to such Receivables only (i) by check, money order, phone payment,
or Western Union Quick Collect mailed to, or generated by, an office of the
Servicer, (ii) by check, money order, wire transfer or moneygram to the Lockbox
or Lockbox Account or (iii) by pre-authorized checking or credit card payment
for deposit into the Lockbox Account. In the event such notice has not been
made, each Seller hereby authorizes and instructs the Facility Administrator to
make the corresponding notification to the obligors under each Receivable.
Electronic images of each notification shall be placed in Sellers' files
pertaining to the Receivable. Each Seller shall send to the Lockbox Bank for
deposit into the Lockbox Account all Collections it may receive in respect of
Purchased Receivables no later than the next Business Day following the date of
receipt thereof. Any Collections in respect of Purchased Receivables held by any
Seller pending transfer to the Lockbox Account shall be held in trust for the
benefit of the Indenture Trustee and the Noteholders until such amounts are
deposited into the Lockbox Account as set forth above.

      Section 4.10. Notices. Each Seller will notify the Trust Depositor (or its
assigns) and the Facility Administrator in writing of any of the following
promptly upon learning of the occurrence thereof, describing the same and, if
applicable, the steps being taken with respect thereto:

            (a) Event of Termination. The occurrence of any Termination Event or
Event of Default by a statement of an authorized officer of such Seller.

            (b) Judgment and Proceedings. The entry of any judgment or decree or
the institution of any litigation, arbitration proceeding or governmental
proceeding against any Seller that has had, or would reasonably be expected to
have, a Material Adverse Effect.

            (c) Material Adverse Effect. The occurrence of any event or
condition that has had, or would reasonably be expected to have, a Material
Adverse Effect.

            (d) Claims. Any claim, action or proceeding adversely affecting in
any material respect any Time Share Association, any Eligible Resort, the
Facilities or the Assets, or any part thereof, or any of the interests conveyed
or granted to the Trust Depositor hereunder, and any action, suit, proceeding,
order or injunction of which Sellers become aware after the date hereof pending
or threatened against or affecting any Seller Party or any Affiliate thereof
which could reasonably be expected to have a Material Adverse Effect.

            (e) Notice of Litigation, Potential Defaults, Claims, and Financial
Change. Sellers shall promptly inform the Trust Depositor and the Facility
Administrator of (a) any litigation against

                                      -17-


Sellers or affecting the Facilities, the Time Share Association or the Sellers'
ability to sell Intervals, which, if determined adversely, could reasonably be
expected to have a Material Adverse Effect or could otherwise reasonably be
expected to cause a Termination Event or an Event of Default, (b) any default
under any Indebtedness for borrowed money which could give rise to a Termination
Event or Servicer Termination Event and (c) any material adverse change in the
financial condition of Sellers or any other Seller Party.

      Section 4.11. Assets. With respect to each Asset, each Seller will (i)
take all action necessary to perfect, protect and more fully evidence the Trust
Depositor's (and its assignee's) ownership of such Asset, including, without
limitation, (A) filing and maintaining effective financing statements (Form
UCC-1) against each Seller in all necessary or appropriate filing offices, and
filing continuation statements, amendments or assignments with respect thereto
in such filing offices, and (B) executing or causing to be executed such other
instruments or notices as may be necessary or appropriate, and (ii) take all
additional action that the Trust Depositor (or its assigns) may reasonably
request to perfect, protect and more fully evidence the respective interests of
the parties to this Agreement in the Assets. Each Seller hereby authorizes the
Trust Depositor (and its assignees) to file financing statements and
continuation statements and amendments thereto with respect to the Assets
without authentication by any Seller to the extent permitted by law and each
Seller consents to and ratifies all such filings, if any, made by the Trust
Depositor or the Facility Administrator prior to the date hereof.

      Section 4.12. Compliance with Contracts; Modifications to Contracts,
Mortgages and Collection Policy. Each Seller will timely and fully perform and
comply in all material respects with all provisions, covenants and other
promises required to be observed by it under the Contracts related to the
Receivables, and (ii) comply in all material respects with the Collection Policy
in regard to each Receivable and the related Contract. Without the prior written
consent of the Servicer and the Noteholders, no Seller will make any change to
the Collection Policy. Except as expressly permitted by the Transaction
Documents, no Seller will extend, amend or otherwise modify the terms of any
Receivable, any Mortgage or any Contract related thereto other than in
accordance with the Collection Policy. No Seller shall take any action (nor
permit or consent to the taking of any action) which could reasonably be
anticipated to impair the value of any Asset or any of the rights of the Trust
Depositor in the Receivables or related Assets.

      Section 4.13. Release and Bonding of Liens. In the event any Lien (other
than a Permitted Lien) attaches to any Receivable or related Asset from any
Person claiming from and through Sellers or their Affiliates, Sellers shall,
within the earlier to occur of ten (10) days after such attachment or the
respective lienholders action to foreclose on such Lien, either (a) cause such
Lien to be released of record, or (b) provide the Trust Depositor, or its
assigns, as the case may be, with a bond in accordance with the applicable laws
of the state in which the Receivable or related Asset is located, issued by a
corporate surety acceptable to the Trust Depositor or its assigns, as the case
may be, and the Facility Administrator in an amount and in form reasonably
acceptable to the Trust Depositor or its assigns, as the case may be, and the
Facility Administrator or (c) provide the Trust Depositor or its assigns, as the
case may be, and the Facility Administrator with such other security as the
Trust Depositor or its assigns, as the case may be, and the Facility
Administrator may reasonably require.

      Section 4.14. Real Estate Taxes. Each Seller will pay, or cause to be paid
(to the extent funds are available from the Time Share Association), when due
all of such Seller's and its Affiliates' liabilities in respect of real estate
taxes relating to the Eligible Resorts. Each Seller will pay, or caused to be
paid, when due all of such Seller's and its Affiliates' liabilities in respect
of real estate taxes relating to any shortfall pursuant to keepwell arrangements
with the applicable Time Share Association or otherwise in respect of unsold
Intervals. Each Seller shall notify the Trust Depositor and its assignees and
the Facility

                                      -18-


Administrator promptly of the non-payment of real estate taxes relating to the
Eligible Resorts managed by the Club Managing Entity or such other Eligible
Resorts as such Seller may have actual knowledge.

      Section 4.15. Accounting for Purchases. Each Seller will account for or
treat (whether in financial statements or otherwise) the transactions
contemplated hereby as a sale of the Receivables and related Assets by such
Seller to the Trust Depositor in accordance with GAAP.

      Section 4.16. Compliance With Collection Policies. Each Seller shall
comply in all material respects with the terms of the Purchased Receivables and
its collection policies in effect on the Closing Date; provided that the Sellers
may modify and/or amend the Collection Policy with the prior written consent of
the Noteholders.

      Section 4.17. Compliance with Agreements and Applicable Laws. Each Seller
shall perform each of its obligations under this Agreement and the other
Transaction Documents and comply with all applicable Requirements of Law,
including those relating to truth in lending, time share, real estate, retail
installment sales, fair credit billing, fair credit reporting, equal credit
opportunity, fair debt collection practices, privacy, licensing, taxation, ERISA
and labor matters and Environmental Laws, except to the extent that the failure
to so comply, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.

      Section 4.18. Security Interests. Except for the transfers hereunder, no
Seller will sell, pledge, assign or transfer to any other Person, or grant,
create, incur, assume or suffer to exist any Lien (other than Permitted Liens)
on any Asset, whether now existing or hereafter transferred hereunder, or any
interest therein, and no Seller will sell, pledge, assign or suffer to exist any
Lien (other than Permitted Liens) on its interest, if any, hereunder. Each
Seller will immediately notify the Trust Depositor, the Indenture Trustee and
the Facility Administrator of the existence of any such Lien on any Asset; and
each Seller shall defend the right, title and interest of the Trust Depositor
in, to and under the Receivables in the Asset Pool and the related Interval,
against all claims of third parties.

      Section 4.19. Name Changes; Location of Sellers, Records; Instruments. No
Seller shall (x) change its name or state of organization as set forth on
Schedule III to the Sale and Servicing Agreement without 30 days' prior written
notice to the Trust Depositor, the Indenture Trustee and the Facility
Administrator, or (y) move or permit Servicer to move the location of the
Receivable Files, other than to the Custodian, from the locations thereof on the
Closing Date, in either case without 30 days' prior written notice to the Trust
Depositor, the Indenture Trustee and the Facility Administrator. No Seller shall
(a) change its corporate name, (b) change its chief executive office, principal
place of business, corporate offices or the location of its records concerning
the Assets, or (c) take any other action that might make any financing or
continuation statement filed in connection herewith seriously misleading within
the meaning of Section 9-507 of the UCC or any other then applicable provision
of the UCC, in each case without at least 30 days prior written notice to the
Trust Depositor and its assigns, including the Indenture Trustee and the
Facility Administrator and after Facility Administrator's written acknowledgment
that any reasonable action requested by the Indenture Trustee or the Facility
Administrator in connection therewith, including to continue the perfection of
the ownership interests and any Liens, as applicable, in favor of the Trust
Depositor, the Trust and the Indenture Trustee in any Assets, has been completed
or taken, and provided that any such new location shall be in the continental
United States. No Seller shall change its fiscal year without prior written
notice to the Trust Depositor and the Facility Administrator.

      Section 4.20. ERISA Matters. No Seller will (a) engage in any prohibited
transaction for which an exemption is not available or has not previously been
obtained from the United States Department of Labor; (b) permit to exist any
accumulated funding deficiency, as defined in Section 302(a) of ERISA and
Section 412(a) of the Code, or funding deficiency with respect to any Benefit
Plan other than a

                                      -19-


Multiemployer Plan; (c) fail to make any payments to a Multiemployer Plan that
such Seller may be required to make under the agreement relating to such
Multiemployer Plan or any law pertaining thereto; (d) terminate any Benefit Plan
so as to result in any liability; or (e) permit to exist any occurrence of any
reportable event described in Title IV of ERISA which represents a material risk
of a liability of such Seller under ERISA or the Code.

      Section 4.21. Restrictions on Transfers. Sellers shall not enter into any
agreement or perform any act which may make difficult or impede the exercise of
the Trust Depositor's, the Trust's or the Indenture Trustee's rights under any
Transaction Document.

      Section 4.22. Maintenance. To the extent that the applicable Time Share
Association controls all or any portion of the Eligible Resorts and, further,
such Time Share Association is managed by the Club Managing Entity, Sellers
shall cause such Time Share Association to maintain each portion of the Eligible
Resorts under its responsibility in good repair, working order and condition and
shall make or cause to be made all necessary replacements to such Eligible
Resorts. To the extent that any amenities are provided by a third party pursuant
to an agreement between a Time Share Association which is managed by the Club
Managing Entity and such third party, Sellers shall cause such Time Share
Association to maintain such agreement in full force and effect.

      Section 4.23. Condemnation. Notwithstanding anything to the contrary
contained herein, for so long as any condemned portion of the Facilities are to
be replaced by the applicable Time Share Association in accordance with the
applicable Timeshare Declaration, any and all awards and payments arising from
any condemnation or conveyances in lieu thereof relating to such portion of the
Facilities shall be distributed and used in accordance with the provisions of
the applicable Timeshare Declaration.

      Section 4.24. Inspections and Audits. Sellers, for so long as any Time
Share Association is managed by the Club Managing Entity, shall use their best
efforts to cause such Time Share Association to, at reasonable times during
normal business hours and with reasonable prior notice and as often as may be
requested, and subject to any applicable Time Share Documents or Requirements of
Law, permit any agents or representatives of the Trust Depositor and its
assigns, and the Facility Administrator, to inspect the Eligible Resorts and the
other Facilities and any of Sellers' (including in its capacity as Servicer)
assets pertaining to such Eligible Resorts and Facilities (including financial
and accounting books and records), to examine and make copies of and abstracts
from such books and records of Sellers (including in its capacity as Servicer),
such related Time Share Association, and any servicer under any servicing
agreement pertaining to the Assets, such Eligible Resorts and the Facilities,
and to discuss any such party's affairs, finances and accounts with any of its
officers, employees or independent public accountants. If a Termination Event or
an Event Default has occurred and is continuing or if access is reasonably
necessary to preserve or protect the Assets as determined by Trust Depositor or
its assigns or the Facility Administrator, Sellers shall use its best efforts to
provide such access at all times and without advance notice, subject to any
applicable Time Share Documents or Requirements of Law. Sellers acknowledge that
Trust Depositor and its assigns, and the Facility Administrator, intend to
conduct such audits on at least an annual basis and inspections on at least a
quarterly basis. Sellers shall make available to Trust Depositor and its
assigns, including Facility Administrator all credit information in Sellers'
possession or under Sellers' control with respect to Obligors as such party may
request. All inspections and audits shall be at Sellers' expense; provided,
however, that the Sellers shall not be required to pay for such inspections and
audits more than one (1) time per calendar year, unless a Termination Event or
Event of Default has occurred and is continuing or unless the Trust Depositor or
its assigns or the Facility Administrator reasonably believes that the quality
or maintenance of an Eligible Resort is or could be impaired.

                                      -20-


      Section 4.25. Organizational Status. No Seller shall terminate, modify,
amend or revoke its organizational documents in a manner which would have an
adverse effect on the Trust Depositor and its assignees without the prior
written consent of Facility Administrator.

      Section 4.26. Amendment of Time Share Documents. Without the prior written
consent of the Note Majority, Sellers shall not amend, modify or terminate the
Time Share Documents in a manner that would have an adverse effect on the Trust
Depositor and its assigns.

      Section 4.27. Insurance.

            (a) Generally. The Sellers shall use their best efforts to cause the
respective Time Share Associations which are managed by the Club Managing
Entity, at their sole cost and expense, to maintain the policies of insurance
described on Schedule 3.1(ff) as in effect on the date hereof or otherwise in
substantially similar form and amounts and with insurers having an AM Best
rating of at least A-(IX); provided that if market conditions in the insurance
industry limit the Sellers' ability to obtain such insurance on commercially
reasonably terms, the Facility Administrator and the Sellers shall in good faith
cooperate to select insurers and coverages reasonably acceptable to the Facility
Administrator and the Sellers. All such policies of insurance (or the loss
payable and additional insured endorsements delivered to the Trust Depositor or
its assigns) shall contain provisions pursuant to which the insurer agrees to
provide (or endeavor to provide) at least 10 days prior written notice to Trust
Depositor or its assigns and the Facility Administrator in the event of any
cancellation of any such insurance policy; provided that Sellers agree to use
commercially reasonable efforts to require the applicable insurer to provide 30
days prior written notice of cancellation. If any Seller fails to cause to be
obtained or maintained, any of the policies of insurance required above, Trust
Depositor or its assigns, including Facility Administrator, may at any time or
times thereafter obtain and maintain such policies of insurance and pay such
premiums and take any other action with respect thereto that such party deems
advisable. Such party shall have no obligation to obtain any such insurance or
pay any premiums therefor. By doing so, no Termination Event arising from any
Seller's failure to maintain such insurance or pay any premiums therefor shall
be deemed to have been waived. All sums so disbursed, including Costs related
thereto, shall be payable on demand by Sellers to Trust Depositor or its assigns
or the Facility Administrator, as the case may be. Notwithstanding the
foregoing, required insurance may be maintained by the Time Share Association as
required by the Declaration in respect of the applicable Time Share Association,
provided that in the event any Time Share Association fails to maintain any
insurance required under this Section 4.27 then Sellers shall be required to
obtain and maintain such insurance in respect of any Time Share Association
which is managed by the Club Managing Entity.

            (b) Changes in Circumstances. If requested by Trust Depositor or
Facility Administrator, Sellers shall deliver to such requesting party from time
to time a report of a reputable insurance broker, satisfactory to such party,
with respect to its insurance policies. Such party's review and acceptance of
the Sellers' and/or Time Share Associations' program and policies of insurance
shall in no event be deemed an approval or statement of the adequacy of the
same.

            (c) Proofs of Claim Regarding Any Facilities. In case of loss or
damage or other casualty to any of the Facilities in excess of $500,000, Sellers
shall give prompt written notice thereof to the insurance carrier(s) and to
Trust Depositor and its assigns and the Facility Administrator.

      Section 4.28. Operating Contracts. Sellers or their respective Affiliates,
at their sole cost and expense, shall perform and discharge their respective
obligations, covenants and agreements contained in the Operating Contracts and
give prompt notice to Trust Depositor and the Facility Administrator of any
notice of default or termination (whether oral or written) either given or
received by Sellers or their respective Affiliates, as the case may be, with
respect thereto, together with a complete copy of all written

                                      -21-


notices if such default or termination could reasonably be expected to have a
Material Adverse Effect or, in the case of a default, result in a termination of
such Operating Contract. Sellers will not (i) amend or modify any of the
Operating Contracts or surrender or cancel any such contract to the extent such
amendment or modification could reasonably be expected to have a Material
Adverse Effect, (ii) further encumber any Seller's or its Affiliate's rights
under such contract without the prior written consent of Facility Administrator;
or (iii) consent to any assignment thereof by the other contract parties.

      Section 4.29. Further Assurances. Sellers agree that they shall and shall
cause each other Seller Party to, at Sellers' expense and upon request of Trust
Depositor or the Facility Administrator, duly execute and deliver, or cause to
be duly executed and delivered, to such party such further instruments and do
and cause to be done such further acts as may be necessary or proper in the
reasonable opinion of such party to carry out more effectively the provisions
and purposes of this Agreement or any other Transaction Document. From time to
time as may be reasonably requested by such party (which request will not be
made more frequently than once each year absent the occurrence and continuance
of a Termination Event or an Event of Default), the Sellers shall supplement
each disclosure schedule hereto, or any representation herein or in any other
Transaction Document, with respect to any matter hereafter arising that, if
existing or occurring at the date of this Agreement, would have been required to
be set forth or described in such disclosure schedule or as an exception to such
representation or that is necessary to correct any information in such
disclosure schedule or representation which has been rendered inaccurate thereby
(and, in the case of any supplements to any disclosure schedule, such disclosure
schedule shall be appropriately marked to show the changes made therein);
provided that (i) no such supplement to any such disclosure schedule or
representation shall amend, supplement or otherwise modify any disclosure
schedule or representation, or be deemed a waiver of any Termination Event or
Event of Default resulting from the matters disclosed therein, except as
consented to by Trust Depositor and the Noteholders in writing; and (ii) no
supplement shall be required as to representations and warranties that relate
solely to the Closing Date or the applicable Transfer Date for a Receivable.

                                   ARTICLE V
                      PERFECTION OF TRANSFER AND PROTECTION
                          OF BACK-UP SECURITY INTERESTS

      Section 5.1. Custody of Receivables. Subject to the terms and conditions
of this Section 5.1, and except as provided in the Custodial Agreement. the
contents of each Receivable File shall be held in the custody of Bluegreen in
its capacity as Servicer under the Sale and Servicing Agreement for the benefit
of the owner thereof. The Sellers agree to cooperate with the Servicer in its
efforts to comply with their obligations under the Sale and Servicing Agreement
in respect of the Assets, and acknowledges and consents to the transactions
contemplated therein.

      Section 5.2. Filing.

            (a) The Sellers shall take and cause to be taken such actions and
execute such documents as are necessary or desirable or as Trust Depositor may
reasonably request to perfect and protect the Trust Depositor's, the Trust's and
the Indenture Trustee's interests in the Assets against all other persons,
including, without limitation, the filing of financing statements, amendments
thereto and continuation statements, the execution of transfer instruments and
the making of notations on or taking possession of all records or documents of
title.

            (b) In accordance with the Sale and Servicing Agreement, the Sellers
will deliver or cause to be delivered to the Custodian the Receivables File
relating to the Assets transferred on any Transfer Date.

                                      -22-


      Section 5.3. Costs and Expenses. The Sellers jointly and severally agree
to pay all reasonable costs and disbursements in connection with the perfection
and the maintenance of perfection, as against all third parties, of Trust
Depositor's, the Trust's and the Indenture Trustee's right, title and interest
in and to the Assets (including, without limitation, the interest in the
Interval related thereto).

                                   ARTICLE VI
         REMEDIES UPON MISREPRESENTATION; RIGHT TO SUBSTITUTE; UPGRADES

      Section 6.1. Sellers' Option to Substitute. Subject to the satisfaction of
the terms and conditions and the limitations set forth in Section 2.7 of the
Sale and Servicing Agreement, any Seller may at its option replace an Asset that
is an Ineligible Asset with a Substitute Asset by selling, transferring,
assigning, setting over and otherwise conveying to the Trust Depositor, without
recourse other than as expressly provided in the Transaction Documents, all such
Seller's right, title and interest in and to the Substitute Assets listed on the
related List of Substitute Assets (including, without limitation, all
Collections and rights to receive Collections with respect to the related
Receivables after the related Cutoff Date, but excluding any collections or
rights to receive payments which were collected pursuant thereto on or prior to
such Cutoff Date). In connection with any replacement of existing Assets in the
Asset Pool with Substitute Assets effected in accordance with the terms hereof,
the Trust Depositor shall, automatically and without further action, be deemed
to transfer to such Seller, without recourse to the Trust Depositor and free and
clear of any Lien created pursuant to this Agreement, all of the right, title
and interest of the Trust Depositor in, to and under the related Replaced Asset
(including any Collections received with respect thereto after the Cutoff Date
for the related Receivable(s)), and the Trust Depositor shall be deemed to
represent and warrant that it has the corporate authority and has taken all
necessary corporate action to accomplish such transfer, but the Trust Depositor
shall not be deemed to make any other representation or warranty, express or
implied.

      Section 6.2. Repurchases and Substitutions of Receivables for Breach of
Representations and Warranties. In accordance with and subject to Section 2.7 of
the Sale and Servicing Agreement, the Sellers hereby jointly and severally
agree, for the benefit of Trust Depositor and its assignees including the Trust,
the Indenture Trustee and the Noteholders, that they shall repurchase any
Purchased Receivable that was an Ineligible Asset on the Transfer Date thereof
or if an exception to a Receivable File is not rectified in accordance with
Section 6.3(q) of the Sale and Servicing Agreement at a repurchase price equal
to the Transfer Deposit Amount, not later than the next Determination Date which
is at most thirty (30) days after the earliest to occur of the discovery of such
breach by such Seller or receipt by such Seller of written notice from the
Indenture Trustee, the Facility Administrator, the Servicer or Trust Depositor
of the related breach or inaccuracy of the representation or warranty. If any
Seller is able to effect a substitution for any such Ineligible Asset in
compliance with Section 2.3, such Seller may, in lieu of repurchasing such
Receivable and subject to the terms, conditions and limitations of the Sale and
Servicing Agreement, effect a substitution for such Ineligible Asset with a
Substitute Asset not later than the date a repurchase of such Ineligible Asset
would be required hereunder; provided further, in the event such Seller can or
is permitted to cure, and in fact cures, the condition which created the
"Ineligible Asset" in the above described 30 day period, such Seller shall not
be obligated to substitute or repurchase such Receivable; provided that if the
Ineligible Asset relates to a defective Receivable File described in clause (ii)
of the definition of Ineligible Asset, no cure period shall be permitted. It is
understood and agreed by the parties hereto that the payment obligations of the
Obligors' in respect of the Receivables purchased hereunder shall not be the
obligation of the Sellers or the Trust Depositor, except with respect to
Servicer Advances as and to the extent provided in the Sale and Servicing
Agreement and remedies associated with breaches of representations and
warranties set forth above. The Issuer and the Noteholders shall bear the
economic risk of the Obligors' failure to make payments on the Receivables.

                                      -23-


      Section 6.3. Upgrades. In connection with an Upgrade, each Seller may at
its option, subject to the provisions of Section 2.13 of the Sale and Servicing
Agreement, transfer to the Trust Depositor an Upgrade Receivable (together with,
if necessary, one or more other Upgrade Receivables) having a Receivable Balance
(or Receivable Balances) approximately equal to the Receivable Balance of the
Pre-Upgrade Receivable corresponding to such Upgrade Receivable (and upon such
transfer the Pre-Upgrade Receivable shall no longer be an Eligible Receivable or
included in any report delivered by the Servicer and shall be re-transferred to
the applicable Seller). To the extent the Receivable Balance (or Receivable
Balances) of the Upgrade Receivable(s) is less than the Receivable Balance of
the Pre-Upgrade Receivable, the Sellers shall deposit cash into the Collection
Account in the amount of such deficiency. Any excess of the Receivable Balance
(or Receivable Balances) of the Upgrade Receivable over the Receivable Balance
of the corresponding Pre-Upgrade Receivable, if any, shall be deemed to be a
capital contribution by such Seller to the Trust Depositor.

      Section 6.4. Reassignment of Repurchased or Substituted Receivables. Upon
deposit in the Collection Account of the repurchase price as described in
Section 6.2, on the Substitute Asset Transfer Date related to a Substitute Asset
described in Section 6.1 or in connection with an Upgrade described in Section
6.3, the Trust Depositor shall assign to the applicable Seller all of Trust
Depositor's right, title and interest in the repurchased or Ineligible Asset or
Pre-Upgrade Receivable, as the case may be, in each case received by release
from the Trust in accordance with Section 2.7 or 2.13 of the Sale and Servicing
Agreement, without recourse, representation or warranty.

                                   ARTICLE VII
                                 INDEMNIFICATION

      Section 7.1. Sellers Indemnification.

            (a) Sellers, jointly and severally, agree to pay all costs and
out-of-pocket expenses, if any (including reasonable counsel fees and expenses)
incurred by the Trust Depositor (and its assigns, including, without limitation,
the Noteholders) in connection with the enforcement by the Trust Depositor (and
its assigns, including, without limitation, the Noteholders) of its rights and
remedies under this Agreement and the other Transaction Documents to be
delivered hereunder or in connection herewith.

            (b) Sellers, jointly and severally, agree to indemnify and hold the
Trust Depositor (and its assignees, including, without limitation, the
Noteholders) and each of its Affiliates, officers, directors, agents and
employees (each an "Indemnified Party") harmless against any and all damages,
claims, costs, losses, penalties, fines, liabilities, fees, forfeitures, amounts
paid in settlement, judgments, reasonable attorneys' fees and related litigation
costs, fees and expenses (collectively, "Losses") which relate to or result from
this Agreement and the other Transaction Documents including, without
limitation: (a) any action taken by or on behalf of such Seller relating to any
Receivable or related Asset which is not permitted by or pursuant to the terms
of this Agreement or any other Transaction Document or the use, ownership or
operation of any Interval by any Seller or the Servicer, to the extent the
Servicer is Bluegreen or any Affiliate thereof, or any Affiliates of the
foregoing, (b) any illegal act or omission by such Seller or any Affiliate,
officer, director, agent or employee thereof, (c) any act or omission
constituting negligence or willful misconduct, or breach of fiduciary duty by
such Seller or any officer, director, agent or employee thereof in connection
with such Seller's performance under this Agreement or the other Transaction
Documents, or any breach by such Seller of any of its obligations under this
Agreement or the other Transaction Documents, (d) any claim by any Person with
respect to the Assets, (e) sales of Assets having been made, suspended or
terminated under this Agreement and the other Transaction Documents, and in
connection with or arising out of the transactions contemplated hereunder and
thereunder and any actions or failures to act in connection therewith, including
any and all

                                      -24-


Environmental Liabilities and legal costs and expenses arising out of or
incurred in connection with disputes between or among any Indemnified Party and
any parties to any of the Transaction Documents, (f) subject to the preamble to
Article III and to Section 6.2 of this Agreement, any representation or warranty
made by such Seller under or in connection with this Agreement, any other
Transaction Document or any other information or report delivered by or on
behalf of such Seller pursuant hereto or thereto, which shall have been false or
incorrect when made or deemed made, (g) any failure of any Seller or any
officer, director, agent or employee thereof to comply with any applicable
Requirement of Law (including, without limitation, the Environmental Laws,
Consumer Laws, Interstate Land Sales Act, the Patriot Act or any applicable
timeshare laws and regulations), with respect to any Receivable or Contract
related thereto or the nonconformity of any Receivable or Contract with any such
Requirement of Law or any failure of any such Seller to keep or perform any of
its obligations with respect to any Contract, (h) the commingling by the
Servicer or any of its Affiliates of Collections of Receivables at any time with
other funds of the Servicer or any of its Affiliates, (i) any investigation,
litigation or proceeding arising out of or relating to this Agreement, the other
Transaction Documents and the transactions contemplated hereby or thereby or (j)
any environmental or products liability or similar claim arising out of or in
connection with the rights or services that are the subject of any Receivable,
the related Assets or any Contract; provided that such Seller shall not be
required to so indemnify any such Indemnified Person for any Losses resulting
from the gross negligence or willful misconduct of an Indemnified Party or in
respect of Excluded Claims; provided, however, that nothing contained in this
Article VII or otherwise shall be construed to obligate such Seller to indemnify
an Indemnified Party with respect to any Losses incurred as a result of credit
problems of the Obligors or the payment performance of the Receivables and
related Assets. Notwithstanding any other provision of this Agreement, the
obligations of the Sellers under this Section 7.1 shall not terminate upon a
Service Transfer pursuant to Section 8.2 of the Sale and Servicing Agreement and
shall survive any termination of the Sale and Servicing Agreement or this
Agreement. Upon receiving knowledge of any suit, claim or demand asserted by a
third party that such Indemnified Party believes is covered by this indemnity,
such Indemnified Party shall give Sellers prompt notice of the matter and an
opportunity to defend it, at Sellers' sole cost and expense. Notwithstanding any
defense by Sellers of any such suit, claim or demand, such Indemnified Party
shall have the right to participate in any material decision affecting the
conduct or settlement of any dispute or proceeding for which indemnification may
be claimed. NO INDEMNIFIED PARTY SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER
PARTY TO ANY TRANSACTION DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY
BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY
THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHICH MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER OR
UNDER ANY OTHER TRANSACTION DOCUMENT.

      Section 7.2. Liabilities to Obligors. No obligation or liability to any
Obligor under any of the Receivables is intended to be assumed by the Trust
Depositor, the Indenture Trustee, the Noteholders or the Trust under or as a
result of this Agreement and the transactions contemplated hereby.

                                  ARTICLE VIII
                                  MISCELLANEOUS

      Section 8.1. Termination. This Agreement shall terminate on the date on
which the Sale and Servicing Agreement terminates; provided, that the provisions
of Sections 7.1, 8.7, 8.8 and 8.9 hereof shall survive the termination hereof.

      Section 8.2. Assignment or Delegation by the Sellers. Except as
specifically authorized hereunder, no Seller may convey and assign or delegate
any of its rights or obligations hereunder absent

                                      -25-


the prior written consent of the Trust Depositor, Facility Administrator and the
Noteholders, and any attempt to do so without such consent shall be void. The
Trust Depositor will assign all of its rights (but not its obligations) under
this Agreement to the Trust (which will be further assigned to the Indenture
Trustee for the benefit of the Noteholders) and each Seller consents thereto and
expressly acknowledges that all representations, warranties, covenants,
indemnities and other provisions hereunder (including, without limitation, the
right to enforce remedies) are for the express benefit of the Trust, as assignee
of the Trust Depositor, and the Indenture Trustee for the benefit of the
Noteholders.

      Section 8.3. Amendment. This Agreement may not be amended by the parties
hereto without the prior written consent of the Note Majority. Any such
amendment shall be in writing and executed by the parties hereto (including in
counterparts). Upon the execution of any amendment in compliance with this
Section 8.3, this Agreement shall be modified in accordance therewith, and such
amendment shall form a part of this Agreement for all purposes.

      Section 8.4. Notices. All notices, demands, certificates, requests and
communications hereunder ("notices") shall be in writing and shall be effective
(a) upon receipt when sent through the U.S. mails, registered or certified mail,
return receipt requested, postage prepaid, with such receipt to be effective the
date of delivery indicated on the return receipt, or (b) one Business Day after
delivery to an overnight courier, or (c) on the date personally delivered to an
Authorized Officer of the party to which sent, or (d) on the date (which shall
be a Business Day) transmitted by legible telefax transmission with a
confirmation of receipt, in all cases addressed to the recipient as follows:

      If to any Seller:                        c/o Bluegreen Corporation
                                               4960 Conference Way North, Suite
                                               100 Boca Raton, Florida 33431
                                               Attn: John Chiste
                                               Telephone No.: (561) 912-8010
                                               Telecopier No.: (561) 912-8123

      If to Trust Depositor:                   Bluegreen Receivables Finance
                                               Corporation VII 4950
                                               Communication Avenue, Suite 400
                                               Boca Raton, Florida 33431
                                               Attn: Allan Herz
                                               Telephone No.: (561) 912-8210
                                               Telecopier No.: (561)  912-8255

      If to the Trust, the Indenture
      Trustee or the Facility Administrator:   At the address for such Person
                                               set forth in the Sale and
                                               Servicing Agreement

Each party hereto may, by notice given in accordance herewith to each of the
other parties hereto, designate any further or different address to which
subsequent notices shall be sent.

      Section 8.5. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived, or supplemented except as provided herein.

      Section 8.6. Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.

                                      -26-


      Section 8.7. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION
TO VENUE. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF ILLINOIS. EACH PARTY HERETO HEREBY AGREES TO THE
NON-EXCLUSIVE JURISDICTION OF ANY ILLINOIS STATE OR FEDERAL COURT LOCATED IN THE
CITY OF CHICAGO. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON
FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

      Section 8.8. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, EACH PARTY HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE
PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT
WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      Section 8.9. No Bankruptcy Petition. Each Seller covenants and agrees
that, prior to the date that is one year and one day after the payment in full
of all Aggregate Outstandings, it will not institute against Trust Depositor, or
join any other Person in instituting against the Trust Depositor, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceedings under the laws of the United States or any state of
the United States, or take any action in contemplation or furtherance of any of
the foregoing. This Section 8.9 will survive the termination of this Agreement.

      Section 8.10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreement, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

      Section 8.11. No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Trust Depositor (or any assignee
thereof) or the Sellers, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
To the extent permitted by law, the rights, remedies, powers and privileges
herein provided are cumulative and not exhaustive (except to the extent
specifically provided herein) of any other rights, remedies, powers or
privileges provided by law.

      Section 8.12. Counterparts. This Agreement may be executed in two or more
counterparts including by telefax transmission thereof (and by different parties
on separate counterparts), each of which shall be an original, but all of which
together shall constitute one and the same instrument.

      Section 8.13. Intended Characterization. The Sellers and the Trust
Depositor agree that any conveyance hereunder or under the Sale and Servicing
Agreement is intended to be a sale and absolute conveyance of ownership of the
Assets, rather than the mere granting of a security interest to secure a
borrowing. If, notwithstanding such expressed interest, any such transfer is
deemed to be of a mere security interest to secure indebtedness, each Seller
shall be deemed to have granted (and hereby grants to) the Trust Depositor and
the Custodian, as agent for the Trust Depositor, a perfected first priority

                                      -27-


security interest in such Assets and this Agreement shall constitute a security
agreement under applicable law, securing the repayment of the purchase price
paid hereunder and the obligations and/or interests provided for in this
Agreement and in the order and priorities, and subject to the other terms and
conditions of, the Sale and Servicing Agreement, together with such other
obligations or interests as may arise hereunder and thereunder in favor of the
parties hereto and thereto. If such transfer is deemed to be the mere granting
of a security interest to secure a borrowing, Trust Depositor may, to secure
Trust Depositor's own obtainment of funds under the Sale and Servicing Agreement
(to the extent that the conveyance of the Assets thereunder is deemed to be a
mere granting of a security interest to secure a borrowing) repledge and
reassign (i) all or a portion of the Assets pledged to Trust Depositor and not
released from the security interest of this Agreement at the time of such pledge
and assignment, and (ii) all proceeds thereof. Such repledge and reassignment
may be made by Trust Depositor with or without a repledge and reassignment by
Trust Depositor of its rights under this Agreement, and without further notice
to or acknowledgment from any Seller. Each Seller waives, to the extent
permitted by applicable law, all claims, causes of action and remedies, whether
legal or equitable (including any right of setoff), against Trust Depositor or
any assignee of Trust Depositor relating to such action by Trust Depositor in
connection with the transactions contemplated by the Sale and Servicing
Agreement.

      Section 8.14. Sellers. Notwithstanding anything contained in this
Agreement or any other Transaction Document to the contrary, as of the Closing
Date, Bluegreen Corporation is the only "Seller" hereunder.

                            [signature page follows]

                                      -28-


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first written above.

                                          BLUEGREEN RECEIVABLES FINANCE
                                          CORPORATION VII

                                          By: /S/ ALLAN J. HERZ
                                              ----------------------------------
                                                   Printed Name: Allan J. Herz
                                                   Title:  Vice President

                                          BLUEGREEN CORPORATION

                                          By:  /S/ JOHN F. CHISTE
                                               ---------------------------------
                                                   Printed Name: John F. Chiste
                                                   Title: Senior Vice President,
                                                   Chief Financial Officer and
                                                   Treasurer

                Signature Page to Sale and Contribution Agreement




                                   SCHEDULE I

Bluegreen Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

State of Incorporation: Massachusetts

Organizational I.D. #:  030300793



                                    EXHIBIT A

                             FORM OF SALE ASSIGNMENT

      In accordance with the Sale and Contribution Agreement (the "Agreement")
dated as of August __, 2004 made by and between the undersigned and Bluegreen
Receivables Finance Corporation VII, a Delaware corporation ("Trust Depositor"),
the undersigned does hereby sell, transfer, assign, set over and otherwise
absolutely convey to Trust Depositor all its right, title and interest in and
to:

      (i) all Receivables specified on the List of Receivables delivered to the
      Facility Administrator and the Custodian, and all payments of interest and
      principal, other Collections thereon and monies received, due or to become
      due in payment of such Receivables after the related Cutoff Date;

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

      (iii) the Receivables Files with respect to such Receivables;

      (iv) all payments made or to be made after the Cutoff Date with respect to
      such Receivables or the Obligor thereunder under any guarantee or similar
      credit enhancement with respect to such Receivables whether pursuant to
      the Contract related to such Receivable or otherwise made or to be made in
      respect of such Receivables after the related Cutoff Date;

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

      (vi) the Trust Accounts and all Trust Account Property; and

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

      This Assignment is made pursuant to and in reliance upon the
representations and warranties on the part of the undersigned specified in
Article III of the Agreement without recourse, representation or warranty except
as provided in the Agreement. Capitalized terms used in this Assignment and not
defined shall have the same meanings as such terms would have if used in the
Agreement.



      IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed this ____ day of ___________, 2004.

                                        BLUEGREEN CORPORATION

                                        By:_____________________________________
                                              Printed Name:_____________________
                                              Title:____________________________

                                        Accepted:

                                        BLUEGREEN RECEIVABLES FINANCE
                                        CORPORATION VII

                                        By:_____________________________________
                                              Printed Name:_____________________
                                              Title:____________________________

EX-10.106

                                                                  EXHIBIT 10.106

                          SALE AND SERVICING AGREEMENT

                                      AMONG

                       BXG RECEIVABLES OWNER TRUST 2004-A,
                                   AS ISSUER,

                 BLUEGREEN RECEIVABLES FINANCE CORPORATION VII,
                               AS TRUST DEPOSITOR,

                             BLUEGREEN CORPORATION,
                          INDIVIDUALLY AND AS SERVICER,

                         CONCORD SERVICING CORPORATION,
                              AS BACK-UP SERVICER,

                              VACATION TRUST, INC.,
                                AS CLUB TRUSTEE,

                         U.S. BANK NATIONAL ASSOCIATION,
                       AS INDENTURE TRUSTEE AND CUSTODIAN,

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                           AS FACILITY ADMINISTRATOR,

                                       AND

                   AND THE PERSONS FROM TIME TO TIME SIGNATORY
                              HERETO AS NOTEHOLDERS

                           DATED AS OF AUGUST 3, 2004



                                Table of Contents



                                                                                                                           Page
                                                                                                                           ----
                                                                                                                        
ARTICLE I       DEFINITIONS..............................................................................................    2
      Section 1.1.       Definitions.....................................................................................    2
      Section 1.2.       Usage of Terms..................................................................................    2
      Section 1.3.       Section References..............................................................................    2
      Section 1.4.       Other Interpretive Provisions...................................................................    2
      Section 1.5.       Accounting Terms................................................................................    2
ARTICLE II      TRANSFER OF RECEIVABLES..................................................................................    2
      Section 2.1.       Sales...........................................................................................    2
      Section 2.2.       Procedures for Purchases........................................................................    3
      Section 2.3.       Establishment of Accounts; Reserve Account......................................................    4
      Section 2.4.       Deposits to Accounts............................................................................    6
      Section 2.5.       Investment of Accounts..........................................................................    6
      Section 2.6.       Payments and Computations; Funding Indemnity for Failed Purchase................................    6
      Section 2.7.       Addition/Substitution of Receivables............................................................    7
      Section 2.8.       [Reserved]......................................................................................   10
      Section 2.9.       Acceptance by Trust.............................................................................   10
      Section 2.10.      Monthly Distributions...........................................................................   10
      Section 2.11.      Distributions...................................................................................   10
      Section 2.12.      Servicer Purchase Option........................................................................   12
      Section 2.13.      Upgrades........................................................................................   13
      Section 2.14.      Release of Interest.............................................................................   14
ARTICLE III     SERVICING OF RECEIVABLES.................................................................................   14
      Section 3.1.        Responsibility for Receivable Administration...................................................   14
      Section 3.2.        Standard of Care...............................................................................   14
      Section 3.3.        Filing.........................................................................................   14
      Section 3.4.        Records........................................................................................   15
      Section 3.5.        Inspection.....................................................................................   15
      Section 3.6.        Duties and Responsibilities of Servicer........................................................   15
      Section 3.7.        Consideration..................................................................................   16
ARTICLE IV      CONDITIONS OF PURCHASES AND TRANSFERS....................................................................   16
      Section 4.1.        Conditions Precedent to Initial Purchase.......................................................   16
      Section 4.2.        Conditions Precedent to All Transfers..........................................................   16
ARTICLE V       REPRESENTATIONS AND WARRANTIES...........................................................................   17
      Section 5.1.        Representations and Warranties of the Trust Depositor..........................................   18
      Section 5.2.        Representations and Warranties Relating to the Receivables.....................................   22
      Section 5.3.        Survival; Knowledge; Notice of Breach..........................................................   23
      Section 5.4.        Representations and Warranties of the Club and the Club Trustee................................   23
      Section 5.5.        Representations and Warranties of the Servicer.................................................   25
ARTICLE VI      COVENANTS................................................................................................   27
      Section 6.1.        Covenants of the Trust Depositor...............................................................   27


                                       i


                                                                                                                         
      Section 6.2.        General Covenants of the Club Trustee..........................................................   31
      Section 6.3.        General Covenants of the Servicer and Bluegreen................................................   33
ARTICLE VII     SUBJECT TO CLUB TRUST AGREEMENT..........................................................................   39
      Section 7.1.        Rights Subject to Club Trust Agreement.........................................................   39
ARTICLE VIII    SERVICER TERMINATION EVENTS..............................................................................   39
      Section 8.1.        Servicer Termination Events....................................................................   39
      Section 8.2.        Service Transfer...............................................................................   41
      Section 8.3.        Successor Servicer to Act; Appointment of Successor Servicer...................................   42
      Section 8.4.        Effect of Transfer.............................................................................   42
      Section 8.5.        Successor Servicer Indemnification.............................................................   43
      Section 8.6.        Responsibilities of the Successor Servicer.....................................................   43
      Section 8.7.        Waiver of Servicer Termination Event...........................................................   43
ARTICLE IX      PERFORMANCE AND DUTIES OF SERVICER.......................................................................   43
      Section 9.1.        General Requirements of Servicer...............................................................   44
      Section 9.2.        Servicer as Independent Contractor.............................................................   44
      Section 9.3.        [Omitted]......................................................................................   44
      Section 9.4.        Description of Reports.........................................................................   44
      Section 9.5.        Officer's Certificate..........................................................................   46
      Section 9.6.        Annual Report of Accountants...................................................................   46
      Section 9.7.        Annual Statement of Compliance from Servicer...................................................   46
      Section 9.8.        Sales and Inventory Reports....................................................................   47
      Section 9.9.        Financial Reports..............................................................................   47
      Section 9.10.      Time Share Association Reports; Club Reports....................................................   47
      Section 9.11.      Audit Reports...................................................................................   48
      Section 9.12.      Other Reports...................................................................................   48
      Section 9.13.      SEC Reports.....................................................................................   48
ARTICLE X       FACILITY ADMINISTRATOR...................................................................................   48
      Section 10.1.      Appointment; Nature of Relationship.............................................................   48
      Section 10.2.      Powers..........................................................................................   48
      Section 10.3.      General Immunity................................................................................   49
      Section 10.4.      No Responsibility for Advances, Recitals, etc...................................................   49
      Section 10.5.      Action on Instructions of Noteholders...........................................................   49
      Section 10.6.      Employment of Agents and Counsel................................................................   49
      Section 10.7.      Reliance on Documents; Counsel..................................................................   50
      Section 10.8.      Facility Administrator's Reimbursement and Indemnification......................................   50
      Section 10.9.      Notice of Default...............................................................................   50
      Section 10.10.     Rights as a Noteholder..........................................................................   50
      Section 10.11.     Noteholder Credit Decision......................................................................   51
      Section 10.12.     Successor Facility Administrator................................................................   51
ARTICLE XI      ASSIGNMENTS; REPURCHASE OPTION...........................................................................   52
      Section 11.1.      Assignments; Participations.....................................................................   52
      Section 11.2.      Trust Depositor's Repurchase Option.............................................................   52
ARTICLE XII     TERMINATION..............................................................................................   52



                                       ii


                                                                                                                         
      Section 12.1.      Sale of Trust Assets............................................................................   52
ARTICLE XIII    MISCELLANEOUS............................................................................................   53
      Section 13.1.      Amendments and Waivers..........................................................................   53
      Section 13.2.      Protection of Title to Trust....................................................................   54
      Section 13.3.      Notices, Etc....................................................................................   55
      Section 13.4.      No Waiver; Remedies.............................................................................   57
      Section 13.5.      Binding Effect..................................................................................   57
      Section 13.6.      Term of this Agreement..........................................................................   57
      Section 13.7.      GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE............................   58
      Section 13.8.      WAIVER OF JURY TRIAL............................................................................   58
      Section 13.9.      Costs, Expenses and Taxes.......................................................................   58
      Section 13.10.     No Bankruptcy Covenant..........................................................................   59
      Section 13.11.     Protection of Ownership Interests of the Trust; Intent of Parties; Back-up Security Interest....   59
      Section 13.12.     Back-up Security Interest.......................................................................   60
      Section 13.13.     Execution in Counterparts; Severability; Integration............................................   61
      Section 13.14.     Further Assurances..............................................................................   61
      Section 13.15.     Savings Clause..................................................................................   61
      Section 13.16.     Limitation of Liability of Owner Trustee and Indenture Trustee..................................   61
      Section 13.17.     Confidentiality.................................................................................   61



                                      iii


                                    SCHEDULES

SCHEDULE IA/IB  Condition Precedent Documents/List of Deliveries
SCHEDULE II     Servicer Reports
SCHEDULE III    Locations and State of Organization
SCHEDULE IV     Location of Receivables Files

                                    EXHIBITS

EXHIBIT A       Form of Request Notice For Initial and Incremental Purchases
EXHIBIT B       Form of Substitution Notice
EXHIBIT C       List of Eligible Resorts
EXHIBIT D       Form of Notice of Waiver
EXHIBIT E       Club Trust Agreement
EXHIBIT F       Provisions of the Trust Depositor's Certificate of Incorporation
EXHIBIT G       Form of Servicing Officer's Certificate
EXHIBIT H       Form of Assignment
EXHIBIT I       Form of Mortgage Assignment
EXHIBIT J       Collection Policies
EXHIBIT K       Reserved
EXHIBIT L-1     Forms of Contracts
EXHIBIT L-2     Forms of Mortgages
EXHIBIT M       Form of Allonge
EXHIBIT N       Form of Notice (Aruba Receivables)

                                     ANNEXES

Definitions Annex

                                       iv


                          SALE AND SERVICING AGREEMENT

      SALE AND SERVICING AGREEMENT, dated as of August 3, 2004, among BXG
Receivables Owner Trust 2004-A (together with its successors and assigns, the
"Issuer" or the "Trust"), Bluegreen Receivables Finance Corporation VII
(together with its successor and assigns, the "Trust Depositor"), U.S. Bank
National Association (in its capacity as Indenture Trustee, together with its
successors and assigns, the "Indenture Trustee" and in its capacity as
Custodian, together with its successors and assigns, the "Custodian"), Vacation
Trust, Inc., as club trustee under the Club Trust Agreement (in such capacity,
the "Club Trustee"); Concord Servicing Corporation ("Back-Up Servicer"),
Bluegreen Corporation (individually to the extent set forth herein, together
with its successor and assigns, "Bluegreen", as a Seller or, in its capacity as
Servicer, together with its successors and assigns, the "Servicer"), General
Electric Capital Corporation, in its capacity as facility administrator
("Facility Administrator"), and the Person from time to time signatory hereto as
Noteholders ("Noteholders").

      WHEREAS, the Trust desires to purchase from time to time from the Trust
Depositor the Trust Assets including, but not limited to, the Receivables
related to the financing of certain timeshare interests by the Sellers and
subsequently sold by the Sellers to the Trust Depositor;

      WHEREAS, the Trust Depositor is willing to sell the Trust Assets to the
Trust pursuant to the terms hereof;

      WHEREAS, General Electric Capital Corporation is willing to act as
Facility Administrator under the Transaction Documents;

      WHEREAS, Bluegreen is willing to act as owner trust administrator under
the Administration Agreement;

      WHEREAS, U.S. Bank National Association is willing to act as Indenture
Trustee under the Indenture and as Custodian under the Custodial Agreement;

      WHEREAS, Concord Servicing Corporation is willing to act as Back-Up
Servicer under the Back-Up Servicing Agreement;

      WHEREAS, the Club Trustee is a limited purpose entity which, on behalf of
the Beneficiaries, holds title to certain Intervals and Deeds relating to
Receivables sold pursuant to this Agreement;

      WHEREAS, Bluegreen is willing and has agreed pursuant hereto to act as
Servicer for the Trust Assets and to service the Receivables pursuant to the
terms hereof;

      WHEREAS, the Noteholders have agreed to purchase notes issued by the Trust
to facilitate the Trust's purchase of the Trust Assets;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

                                     - 1 -


                                    ARTICLE I

                                   DEFINITIONS

      Section 1.1. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Definitions Annex.

      Section 1.2. Usage of Terms. With respect to all terms in this Agreement,
the singular includes the plural and the plural the singular; words importing
any gender include the other gender; references to "writing" include printing,
typing, lithography and other means of reproducing words in a visible form;
references to agreements and other contractual instruments include all
amendments, modifications and supplements thereto or any changes therein entered
into in accordance with their respective terms and not prohibited by this
Agreement; references to Persons include their permitted successors and assigns;
and the term "including" means "including without limitation."

      Section 1.3. Section References. All section references, unless otherwise
indicated, shall be to Sections in this Agreement.

      Section 1.4. Other Interpretive Provisions. Except to the extent otherwise
specified in the particular term or provision at issue, this Agreement
(including the Definitions Annex hereto) shall be interpreted and construed in
accordance with the Document Conventions.

      Section 1.5. Accounting Terms. All accounting terms used but not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles in the United States.

                                   ARTICLE II

                             TRANSFER OF RECEIVABLES

      Section 2.1. Sales.

      (a) Subject to the terms and conditions of this Agreement, the Trust
Depositor shall sell and assign to the Trust the Trust Assets from time to time
designated and identified for purchase in accordance with Section 2.2 hereof,
and the Trust agrees to make such purchases from time to time (the first such
date, the "Initial Transfer Date") during the period from the Closing Date to
but not including the Purchase Period Termination Date (the first such sale and
purchase to be effected hereunder, the "Initial Purchase"; each subsequent sale
and purchase, an "Incremental Purchase"; and any such sale and purchase, a
"Purchase"). Under no circumstances, however, shall the Trust be obligated to
make any Purchase if, after giving effect to such Purchase, the aggregate
Outstanding Amount would exceed the lesser of (i) the Note Purchase Limit or
(ii) the Funding Date Overcollateralization. Upon the payment of the related
Cash Purchase Price (as defined below) for the Initial Purchase or any
Incremental Purchase and on each Substitute Asset Transfer Date, the Trust
Depositor shall have, and shall be deemed hereunder to have, irrevocably and
absolutely sold, assigned, transferred and conveyed to the Trust, without
recourse, representation or warranty, express or implied, except as provided in
the Transaction Documents, all right, title and interest of the Trust Depositor
in and to the Trust Assets relating to such

                                     - 2 -


Purchase or Incremental Purchase, as the case may be. The aggregate amount of
all advances made by the Noteholders during the Purchase Period shall not exceed
the Note Purchase Limit.

      Although the Trust Depositor and the Trust agree that such transfer is
intended to be a sale of ownership of the Trust Assets, rather than the granting
of a security interest to secure a borrowing, and that the Trust Assets shall
not be property of the Trust Depositor, in the event, notwithstanding such
intent, such transfer is deemed to be a grant of a security interest to secure a
borrowing, the Trust Depositor shall be deemed to have granted (and hereby
grants to) the Trust a perfected first priority security interest in such Trust
Assets (subject to Permitted Liens) and this Agreement shall constitute a
security agreement under Requirements of Law securing the repayment of the
purchase price paid hereunder and the obligations and/or interests provided for
in this Agreement and the other Transaction Documents and in the order and
priorities, and subject to the other terms and conditions of this Agreement.

      (b) The purchase price for the Purchased Receivables in each Asset Pool
Portion shall be the applicable Cash Purchase Price. The "Cash Purchase Price"
for any Asset Pool Portion shall be an amount equal to the product of (i) the
Receivable Balance as of the applicable Cutoff Date of the Eligible Receivables
to be purchased, multiplied by (ii) the applicable Credit Enhancement Factor in
effect on such Transfer Date. Subject to the satisfaction of the conditions and
on the terms set forth herein, the Trust shall pay to the Trust Depositor the
Cash Purchase Price for the Purchased Receivable on the related Transfer Date.

      (c) Upon payment of the Cash Purchase Price by the Trust in the amount
determined in accordance with Section 2.1(b) with respect to all Trust Assets
purchased on a Transfer Date, the ownership of all such Trust Assets will be
solely vested in the Trust. None of the Sellers, Servicer, Trust Depositor nor
Club Trustee shall take any action inconsistent with such ownership and shall
not claim any ownership interest in any Trust Asset. The Trust Depositor, the
Sellers, Servicer and Club Trustee shall each indicate in their respective books
and records that ownership of each Purchased Receivable and related Trust Assets
is held by the Trust. In addition, each of the Trust Depositor, the Sellers and
the Servicer shall respond to any inquiries with respect to ownership of the
Trust Assets by stating that it is no longer the owner of the Trust Assets and
that ownership of the Trust Assets is held by the Trust. Any documents relating
to the Purchased Receivables retained by the Trust Depositor, the Sellers, the
Servicer, or Club Trustee shall be held in trust by the Trust Depositor, the
Sellers, the Servicer and the Club Trustee, for the benefit of the Trust, and
possession of any incident of ownership relating to the Purchased Receivables so
retained is for the sole purpose of facilitating the servicing of the Purchased
Receivables or otherwise at the direction and in the discretion of the Facility
Administrator. Such retention and possession (other than retention by the Club
Trustee of Deeds relating to Receivables as to which the rights of the Trust, as
an Interest Holder Beneficiary (as defined in the Club Trust Agreement) shall be
as set forth in the Club Trust Agreement) is at the will of the Trust and in a
custodial capacity for the benefit of the Trust and its assignees only. Subject
to the rights of the Beneficiaries and the other provisions of the Club Trust
Agreement, the Facility Administrator may direct the Club Trustee at any time to
transfer any Deed(s) relating to any Receivable purchased hereunder to the Trust
or its nominee; provided that any such transfer will be made subject to the
Mortgage relating thereto, if any.

      Section 2.2. Procedures for Purchases.

                                     - 3 -


      (a) During the Purchase Period, no later than eleven (11) days prior to
each Transfer Date, the Trust Depositor shall notify the Indenture Trustee and
the Facility Administrator of the intent to effect a Purchase and the proposed
Transfer Date thereof. During the Purchase Period, no later than 10:00 a.m.
(Chicago, Illinois time) on a date which is at least two (2) Business Days
before any intended Transfer Date, the Trust Depositor will deliver or cause to
be delivered to the Indenture Trustee and the Facility Administrator a Request
Notice substantially in the form of Exhibit A hereto. In the event that the
Trust Depositor does not provide a properly completed Request Notice (and
subject to all other terms and conditions to such Purchase hereunder), the Trust
will not be obligated to purchase Eligible Receivables on such intended Transfer
Date until such time as such terms and conditions are met. Each such Request
Notice shall specify, among other things, (i) the aggregate amount of such
Purchase, which shall be in a minimum amount equal to $10,000,000, or such
lesser amount as may be equal to the then unused portion of the Note Purchase
Limit, (ii) the intended Transfer Date for such Purchase, and (iii) the
aggregate Outstanding Amount, Funding Date Overcollateralization and the Note
Purchase Limit, both immediately preceding and after giving effect to such
Purchase.

      (b) On each Transfer Date, and subject to the satisfaction of the
conditions of Article IV hereof and Articles IV and V of the Note Purchase
Agreement, the Servicer will prepare and deliver an Assignment to the Trust
Depositor and the Trust in the form of Exhibit H hereto, Mortgage Assignments
and an Allonge in the form attached hereto as Exhibit M (an "Allonge"), as
applicable, which has been stapled to the original notes evidencing each
Receivable with respect to each of the Trust Assets being transferred on such
Transfer Date by the Trust. The Trust Depositor and the Trust shall thereupon
execute such Assignment and deliver executed unrecorded, originals thereof to
the Servicer who will in turn cause executed copies of such Assignment, Allonges
and Mortgage Assignments, as applicable, to be delivered to the Indenture
Trustee, the Custodian and the Facility Administrator, as applicable, and
recorded in accordance with the provisions of this Agreement. Upon the Facility
Administrator's receipt of a certification from the Custodian that it has
received the Receivables Files as set forth in the Custodial Agreement, an
Assignment for the related Trust Assets, an Allonge and a Mortgage Assignment,
as applicable, and for each Receivable listed on the List of Receivables
delivered in connection with the Request Notice, the Trust shall thereupon pay
to the Trust Depositor the Cash Purchase Price for such Trust Assets, by wire
transfer in same day funds in accordance with the wire transfer instructions
specified in the related Request Notice. The Trust Depositor shall be solely
responsible for obtaining ownership of the Trust Assets from the Sellers
pursuant to the Sale and Contribution Agreement or otherwise, prior to transfer
of ownership of such Trust Assets to the Trust under this Agreement.

      (c) The Facility Administrator will promptly notify the Noteholders of the
receipt of a Request Notice.

      Section 2.3. Establishment of Accounts; Reserve Account.

      (a) On or prior to the Closing Date, the Servicer shall (i) establish an
Eligible Deposit Account in the name of the Trust, titled "BXG Receivables Owner
Trust 2004-A Lockbox Account re Bluegreen Receivables Sale and Servicing
Agreement" (the "Lockbox Account"), and (ii) enter into the Lockbox Agreement
which shall direct that all monies deposited in the Lockbox Account shall be
forwarded in accordance with Section 2.4. The Trust Depositor and the Servicer
shall send to the Lockbox Bank for deposit into the Lockbox Account all
Collections they may receive in respect of Purchased Receivables no later than
the next Business Day following the date of receipt thereof. Any

                                     - 4 -


Collections in respect of Purchased Receivables held by the Trust Depositor or
the Servicer pending transfer to the Lockbox Account shall be held in trust for
the benefit of the Indenture Trustee and the Noteholders until such amounts are
deposited into the Lockbox Account as set forth above. The Servicer shall
receive evidence of all deposits made to the Lockbox Account and shall post
them, on a daily basis, to the respective Receivables upon receipt.

      (b) On or prior to the Closing Date, the Servicer shall establish an
Eligible Deposit Account with and in the name of the Indenture Trustee for the
benefit of the Noteholders titled "BXG Receivables Owner Trust 2004-A Collection
Account re Bluegreen Receivables Sale and Servicing Agreement" (the "Collection
Account").

      (c) On or prior to the Closing Date, the Trust Depositor and the Indenture
Trustee shall establish an Eligible Deposit Account in the name of the Indenture
Trustee for the benefit of the Noteholders titled "BXG Receivables Owner Trust
2004-A Bluegreen Facility Reserve Account" (the "Reserve Account").

      (d) Prior to the Facility Termination Date, on or prior to each Payment
Date (and in anticipation of allocations and distributions to be made on such
Payment Date pursuant to Section 2.6), the Servicer, in consultation with the
Facility Administrator and based upon information provided in the Monthly Report
delivered by the Servicer to the Facility Administrator and the Indenture
Trustee two (2) Business Days prior to the related Payment Date, shall determine
the extent to which Available Amounts in the Collection Account (including
proceeds of any Servicer Advance deposited therein in accordance with Section
9.15) are insufficient to pay Indenture Trustee Fees, Owner Trustee Fees,
Lockbox Fees, Protective Advances, Back-Up Servicer Fees, Custodian Fees,
Unreimbursed Servicer Advances, Servicing Fees (if the Servicer is not Bluegreen
or an Affiliate of Bluegreen) as well as the Note Interest Distributable Amount
and Note Principal Distributable Amount required on such Payment Date. To the
extent of insufficiencies with respect to the payments to be made pursuant to
Sections 2.11(a)(vii), (a)(viii) and (a)(ix), on or prior to each Payment Date
amounts held in the Reserve Account shall be transferred to the Collection
Account, treated as Available Amounts for such Payment Date and thereafter
applied to cover such insufficiencies in order for any of such payments or
allocations to be made. After the occurrence and during the continuance of an
Event of Default or Termination Event all amounts held in the Reserve Account
shall be transferred to the Collection Account and applied and allocated as
Available Amounts on the Payment Date with respect to the related Collection
Period to the extent of insufficiencies with respect to the payments to be made
pursuant to Sections 2.11(b)(vii), (b)(viii) and (b)(x).

      (e) Each Seller Party shall deposit all Collections it may receive in
respect of Receivables into the Lockbox Account upon the earlier to occur of the
second Business Day following any date on which any Seller Party shall have
received such Collections; provided, that if an Event of Termination has
occurred and is continuing, all Collections received by any Seller Party shall
be deposited within one Business Day of receipt thereof. Each of the Trust
Depositor and the Servicer agree that any Collections in respect of Receivables
held by any Seller Party pending transfer to the Lockbox Account are held in
trust for the benefit of the Trust and the Indenture Trustee until such amounts
are deposited into the Lockbox Account.

                                     - 5 -


      (f) The Trust Depositor and the Servicer shall, and the Servicer shall
cause the Sellers to, instruct all Obligors, as applicable, to make all payments
with respect to the Receivables to the Lockbox Account.

      Section 2.4. Deposits to Accounts.

      On each Business Day, all Collections in the Lockbox Account shall be
transferred by automated wire by the Lockbox Bank to the Collection Account. In
addition, the proceeds of Servicer Advances made pursuant to Section 6.3(s),
transfers from the Reserve Account made pursuant to Section 2.3(d), and payments
of any Transfer Deposit Amount received from the Sellers or Trust Depositor
shall be deposited to the Collection Account.

      Section 2.5. Investment of Accounts.

      Subject to the provisions of this Section 2.5 and the Indenture, amounts
on deposit in any Trust Account (other than the Lockbox Account) shall be
invested in Permitted Investments. Until the Facility Termination Date, the
Indenture Trustee, at the direction of the Servicer, shall invest all such
amounts in Permitted Investments selected by the Servicer that mature no later
than the immediately succeeding Payment Date. On and after the Facility
Termination Date, any investment of such amounts in Permitted Investments shall
be solely at the discretion of the Facility Administrator. All Investment
Earnings shall be deposited into the Collection Account or the Reserve Account,
as the case may be, as and when received and shall be applied and disbursed in
the same manner and priority as all other amounts in the Collection Account. The
Indenture Trustee may trade with itself or an Affiliate in the purchase or sale
of Permitted Investments. The Servicer acknowledges that to the extent that
regulations of the Comptroller of the Currency or other applicable regulatory
agency grant the Servicer the right to receive brokerage confirmations or
security transactions as they occur, the Servicer specifically waives receipt of
such confirmations.

      Section 2.6. Payments and Computations; Funding Indemnity for Failed
Purchase.

      (a) All amounts to be paid or deposited by the Sellers, Trust Depositor,
Servicer or any other applicable payor referred to hereunder shall be paid or
deposited in accordance with the terms hereof no later than 1:00 p.m. (Chicago,
Illinois time) on the day when due in lawful money of the United States in
immediately available funds, and if not so timely deposited, shall be deemed to
have been received on the following Business Day.

      (b) Whenever any payment hereunder shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest, interest on interest or any fee payable
hereunder, as the case may be.

      (c) If any Purchase requested by the Trust Depositor pursuant to Section
2.2 is not for any reason whatsoever made or effectuated, as the case may be, on
the date specified therefor, the Trust Depositor and Bluegreen, jointly and
severally, shall be obligated to indemnify the Noteholders against any loss,
cost or expense actually incurred by any Noteholder, including, without
limitation, any out-of-pocket loss, cost or expense incurred by such Noteholder
(as reasonably determined by such Noteholder)

                                     - 6 -


as a result of the liquidation or redeployment of deposits or other funds
acquired by such Noteholder to fund or maintain such Purchase, as the case may
be; provided, that no such indemnification shall be required if any Purchase is
not made or effectuated as a result of any action or inaction by any Noteholder
or any provider of liquidity support for any Noteholder, other than a failure by
such Noteholder to make an advance to allow the Trust to make any Purchase due
to a failure of any condition precedent to such Purchase set forth herein.

      Section 2.7. Addition/Substitution of Receivables.

      (a) On any day prior to the Facility Termination Date provided it is done
no more than once each Collection Period, and subject to the terms and
conditions hereof, the Trust Depositor may at its option replace a Defaulted
Receivable and related Trust Assets currently in the Asset Pool (a "Replaced
Asset") with one or more Substitute Assets; provided, however, that if such
option is not exercised prior to the expiration of the Trust Depositor's fiscal
quarter during which the related Receivable became a Defaulted Receivable, then
the Trust Depositor's right to exercise such option with respect to such
Defaulted Receivable shall be irrevocably waived, unless, prior to the
expiration of such fiscal quarter of the Trust Depositor, the Trust Depositor
gives notice to the Trust and the Facility Administrator of its intention to
exercise such option with respect to such Defaulted Receivable and does so prior
to the expiration of the Trust Depositor's next succeeding fiscal quarter. If,
however, the Trust Depositor fails to exercise such option with respect to such
Defaulted Receivable prior to the expiration of the Trust Depositor's next
succeeding fiscal quarter, then the Trust Depositor's right to exercise such
option with respect to such Defaulted Receivable shall be irrevocably waived.
Subject to the conditions set forth in paragraph (c) below and Section 4.2
hereof, the Trust Depositor if exercising such substitution option, shall sell,
transfer, assign, set over and otherwise absolutely convey to the Trust, without
recourse, representation or warranty other than as expressly provided in the
Transaction Documents, all the Trust Depositor's right, title and interest in
and to the Substitute Assets related to the Receivables listed on the List of
Substitute Receivables (including, without limitation, all Collections and
rights to receive Collections with respect thereto after the related Cutoff
Date, but excluding any collections or rights to receive payments which were
collected pursuant thereto on or prior to such Cutoff Date), such Substitute
Assets becoming Trust Assets and part of the Asset Pool. Within ten Business
Days after the Facility Administrator's receipt of a certification from the
Custodian that it has received all of the Receivables Files, an Assignment for
such Substitute Assets and a Mortgage Assignment, as applicable, (which may be
unrecorded subject to the Servicer's obligation to deliver a recorded version
thereof pursuant to this Agreement) and an Allonge, as applicable, for each
Receivable relating thereto, the Indenture Trustee and the Trust shall thereupon
endorse back and deliver to the Trust Depositor any necessary releases or
assignments relating to the Replaced Assets. Without limiting the foregoing, all
Collections and rights to receive Collections with respect to any Replaced Asset
after the Cutoff Date for the Substitute Asset that replaces such Replaced
Asset, but excluding any Collections or rights to receive payments which were
collected with respect to such Replaced Asset on or prior to such Cutoff Date,
shall be assigned to the Trust Depositor. Such assignment of the Replaced Assets
to the Trust Depositor shall be without recourse to the Indenture Trustee and
the Trust and free and clear of any Lien created pursuant to this Agreement, and
neither the Indenture Trustee nor the Trust shall be deemed to make any
representation or warranty, express or implied.

      (b) Upon discovery by the Servicer, any Seller, the Trust Depositor, the
Trust, the Indenture Trustee or the Facility Administrator (a "Notifying Party")
of (i) a misrepresentation on the related

                                     - 7 -


Transfer Date of any matters, or a breach on the related Transfer Date of a
warranty, set forth in Section 5.2 or Section 3.2 of the Sale and Contribution
Agreement with respect to a Trust Asset, or (ii) if an exception to a Receivable
File is not rectified in accordance with Section 6.3(q) or (iii) if a Lien
(other than a Permitted Lien) exists or arises with respect to any Interval at
any time prior to the time at which the related Mortgage Assignments are
recorded and regardless of when such Lien may be discovered (any of the
foregoing, an "Ineligible Asset"), the party discovering such breach shall give
prompt written notice to the other parties. Not later than the Determination
Date which is at most thirty (30) days after the earlier to occur of the
discovery of such misrepresentation or breach by the Trust Depositor or receipt
by the Trust Depositor of written notice of such misrepresentation or breach
given by a Notifying Party, the Trust Depositor shall, at its option, either
cure the misrepresentation or breach within the above described time period or
repurchase such Ineligible Asset, unless such Purchased Asset becomes a Replaced
Asset prior to such date; provided, however, if such misrepresentation or breach
relates solely to paragraph (r)(ii) of the definition of "Eligible Receivable"
or the representations or warranties set forth in Section 5.2(h) of this
Agreement or the representations and warranties set forth in Section 3.2(h) of
the Sale and Contribution Agreement, the Trust Depositor shall not have the
option of curing the breach; provided further that if the Ineligible Asset
relates to a defective Receivable File described in clause (ii) above, no cure
period shall be permitted. Upon the deposit by the Trust Depositor of the
Transfer Deposit Amount for such Ineligible Asset in the Collection Account (for
allocation pursuant to Section 2.11(a) or (b), as applicable) in immediately
available funds, the Trust Depositor shall be deemed to have repurchased such
Ineligible Asset and there shall be deducted from the Receivable Balance of the
Asset Pool, the Receivable Balance of the Receivable relating to such Ineligible
Asset. On and after the date of such retransfer, each Ineligible Asset so
retransferred shall not be included in the Asset Pool. Without limiting the
foregoing, all Collections and rights to receive Collections with respect to
such Ineligible Asset on or after the date of such retransfer, but excluding any
Collections or rights to receive payments which were collected with respect to
such Ineligible Asset prior to such date of retransfer shall be assigned to the
Trust Depositor. Notwithstanding the foregoing, in lieu of repurchasing an
Ineligible Asset described in clause (i) of the definition thereof as set forth
above, the Trust Depositor may, subject to the conditions and requirements of
Section 2.7(c) (other than the Substitute Asset Transfer Condition), effect a
replacement of such Asset with a Substitute Asset.

      Upon the deposit of the Transfer Deposit Amount in the Collection Account
and the Custodian's receipt of a Request for Release as set forth in the
Custodial Agreement and the Facility Administrator's receipt of a certification
from the Custodian that it has received all of the Receivables Files, an
Assignment for the related Assets and a Mortgage Assignment and an Allonge for
each Receivable relating to a Substitute Asset, as applicable, the Indenture
Trustee and the Trust shall endorse back and deliver to the Trust Depositor any
necessary releases or assignments for the Ineligible Asset relating thereto.
Such release or assignment of the Ineligible Asset shall be without recourse to
the Indenture Trustee and the Trust and free and clear of any Lien created
pursuant to this Agreement, and neither the Indenture Trustee nor the Trust
shall be deemed to make any other representation or warranty, express or
implied, other than that the Trust and Indenture Trustee have the trust or
corporate authority and have taken all necessary trust or corporate action to
accomplish such release or assignment. The Indenture Trustee and the Trust
shall, at the sole expense of the Servicer, execute such documents and
instruments of transfer as may be prepared by the Servicer on behalf of the
Trust Depositor and take such other actions as shall reasonably be requested by
the Trust Depositor to effect the transfer of such Ineligible Asset pursuant to
this Section 2.7(b).

                                     - 8 -


      The obligation of the Trust Depositor to repurchase and accept retransfer
of any Ineligible Asset (or in the alternative, effect a valid replacement of
such Asset as described above) shall constitute the sole remedy available to the
Trust respecting any misrepresentation of any matters or any breach of the
warranties set forth in Section 5.2 with respect to such Asset and is not
intended to and does not constitute "credit recourse" to the Trust Depositor.
Notwithstanding anything to the contrary contained herein, in the event the
Trust Depositor, prior to the applicable Determination Date, remedies the
condition which rendered the Asset an "Ineligible Asset" (other than clause (ii)
of the definition thereof) during the previously described 30 day period, the
Trust Depositor is not obligated to repurchase or replace such Asset. It is
understood and agreed by the parties hereto that the payment obligations of the
Obligors' in respect of the Receivables transferred hereunder shall not be the
obligation of any Seller, the Trust Depositor or the Servicer, except with
respect to Servicer Advances and remedies associated with misrepresentations and
breaches of warranties.

      (c) The Trust Depositor may transfer to the Trust the Substitute Assets
and the other property and rights related thereto described in Section 2.7(a) or
(b) only upon timely delivery of a Substitution Notice to the Indenture Trustee,
the Custodian and the Facility Administrator complying with the definition
thereof and the satisfaction of each of the following conditions on or prior to
the related Substitute Asset Transfer Date (and the delivery of a related
Substitution Notice by the Trust Depositor shall be deemed a representation and
warranty by the Trust Depositor that such conditions have been or will be, as of
the related Substitute Transfer Date, satisfied):

            (i) the Substitute Assets being conveyed to the Trust satisfy the
      Substitute Asset Qualification Conditions and the related Receivables are
      Eligible Receivables;

            (ii) in the case of Section 2.7(a) and after giving effect to any
      conveyance pursuant thereto, the Substitute Asset Transfer Condition shall
      remain satisfied;

            (iii) the Trust Depositor shall have delivered to the Facility
      Administrator and the Indenture Trustee a duly executed written
      assignment, substantially in the form of Exhibit H hereto, which shall
      include a List of Substitute Receivables listing the Receivables relating
      to the Substitute Assets;

            (iv) the Trust Depositor shall have deposited or caused to be
      deposited in the Collection Account all Collections received with respect
      to the Substitute Assets after the related Cutoff Date;

            (v) as of each Substitute Asset Transfer Date, both the Sellers and
      the Trust Depositor were Solvent and the conveyance would not have the
      effect of rendering either no longer Solvent;

            (vi) with respect to Receivables transferred on such Substitute
      Asset Transfer Date, no selection procedures believed by the Sellers or
      the Trust Depositor to be adverse to the interests of the Trust shall have
      been utilized in selecting the Substitute Assets;

            (vii) each of the representations and warranties made by the Sellers
      pursuant to Article III of the Sale and Contribution Agreement applicable
      to the Substitute Assets shall be true and

                                     - 9 -


      correct as of the related Substitute Asset Transfer Date, and the Sellers
      shall have performed in all material respects all obligations to be
      performed by them hereunder or thereunder on or prior to such Substitute
      Asset Transfer Date;

            (viii) the Sellers shall, at their own expense, on the Substitute
      Asset Transfer Date, have indicated in their Computer Disk and Records
      that the Receivables identified on the List of Substitute Receivables in
      the related Substitution Notice have been sold to the Trust through the
      Trust Depositor pursuant to this Agreement and the Sale and Contribution
      Agreement.

      Section 2.8. [Reserved].

      Section 2.9. Acceptance by Trust. On the Closing Date, if the conditions
set forth in Article IV have been satisfied, the Trust shall execute and issue,
and the Indenture Trustee shall authenticate and deliver to, or upon the order
of, the Trust Depositor, the Notes secured by the Collateral.

      Section 2.10. Monthly Distributions. Each Noteholder as of the related
Record Date shall be paid on the next succeeding Payment Date by check mailed to
such Noteholder at the address for such Noteholder appearing on the Note
Register or by wire transfer if such Noteholder provides written instructions to
the Paying Agent at least ten days prior to such Payment Date.

      Section 2.11. Distributions.

      (a) On each Payment Date (other than after the occurrence and during the
continuance of an Event of Default or a Termination Event in which event Section
2.11(b) shall apply), the Servicer will allocate Available Amounts and instruct
the Indenture Trustee to make payments from the Collection Account in the
following order of priority:

            (i) pro rata, to the extent of Available Amounts, to the Indenture
      Trustee, the Indenture Trustee Fee including any unpaid Indenture Trustee
      Fees with respect to one or more prior Collection Periods and any
      extraordinary out-of-pocket costs and expenses of the Indenture Trustee
      not in excess of $2,500 per Payment Date; to the Custodian, the Custodian
      Fee including any unpaid Custodian Fees with respect to one or more prior
      Collection Periods; to the Lockbox Bank, the Lockbox Bank Fee including
      any unpaid Lockbox Bank Fees with respect to one or more prior Collection
      Periods; to the Owner Trustee, the Owner Trustee Fee including any unpaid
      Owner Trustee Fees with respect to one or more prior Collection Periods;
      to the Sellers and/or the Servicer, any Credit Card Fees and Audit Fees
      including any unpaid Credit Card Fees and Audit Fees with respect to one
      or more prior Collection Periods;

            (ii) to the Back-Up Servicer, the Back-Up Servicing Fee, including
      any unpaid Back-Up Servicing Fees with respect to one or more prior
      Collection Periods;

            (iii) to the Servicer, if the Servicer is not Bluegreen or an
      Affiliate of Bluegreen, the Servicing Fee, including any unpaid Servicing
      Fee with respect to one or more prior Collection Periods;

            (iv) to Bluegreen or an Affiliate thereof, but only to the extent
      the Servicer Purchase Option has been declined by the Servicer, any
      accrued and unpaid Remarketing Fees;

                                     - 10 -


            (v) first, to any Predecessor Servicer and second, to the Servicer,
      as applicable, any Unreimbursed Servicer Advances (which reimbursement
      shall be applicable to any Unreimbursed Servicer Advances previously made
      by any Predecessor Servicer);

            (vi) first, to any Predecessor Servicer and second, to the Servicer,
      as applicable, any Protective Advances to the extent not previously
      reimbursed;

            (vii) to the Noteholders, the Note Interest Distributable Amount;

            (viii) to the Noteholders, the Note Principal Distributable Amount;

            (ix) to any Affected Party, costs relating to an Increased Costs
      Event in respect of such Affected Party;

            (x) to the Servicer, if the Servicer is Bluegreen or an Affiliate of
      Bluegreen, the Servicing Fee, including any unpaid Servicing Fee with
      respect to one or more prior Collection Periods;

            (xi) to the Reserve Account, the amount necessary to increase the
      amount in the Reserve Account to the Reserve Account Required Amount;

            (xii) to the Indenture Trustee, any extraordinary out-of-pocket
      costs and expenses of the Indenture Trustee not paid due to the
      limitations contained in clause (i) above; and

            (xiii) any remaining amounts to the Trust Depositor.

      (b) On each Payment Date after the occurrence and during the continuance
of an Event of Default or a Termination Event, the Servicer will allocate
Available Amounts and instruct the Indenture Trustee to make payments from the
Collection Account in the following order of priority:

            (i) pro rata, to the extent of Available Amounts, to the Indenture
      Trustee, the Indenture Trustee Fee including any unpaid Indenture Trustee
      Fees with respect to one or more prior Collection Periods and any
      extraordinary out-of-pocket costs and expenses of the Indenture Trustee
      not in excess of $2,500 per Payment Date; to the Custodian, the Custodian
      Fee including any unpaid Custodian Fees with respect to one or more prior
      Collection Periods; to the Lockbox Bank, the Lockbox Bank Fee including
      any unpaid Lockbox Bank Fees with respect to one or more prior Collection
      Periods; to the Owner Trustee, the Owner Trustee Fee including any unpaid
      Owner Trustee Fees with respect to one or more prior Collection Periods;
      to the Sellers and/or the Servicer, any Credit Card Fees and Audit Fees
      including any unpaid Credit Card Fees and Audit Fees with respect to one
      or more prior Collection Periods;

            (ii) to the Back-Up Servicer, the Back-Up Servicing Fee, including
      any unpaid Back-Up Servicing Fee with respect to one or more prior
      Collection Periods;

            (iii) to the Servicer, if the Servicer is not Bluegreen or an
      Affiliate of Bluegreen, the Servicing Fee, including any unpaid Servicing
      Fee with respect to one or more prior Collection Periods;

                                     - 11 -


            (iv) to Bluegreen or an Affiliate thereof, but only to the extent
      the Servicer Purchase Option has been declined by the Servicer, any
      accrued and unpaid Remarketing Fees;

            (v) first, to any Predecessor Servicer and second, to the Servicer,
      as applicable, any Unreimbursed Servicer Advances (which reimbursement
      shall be applicable to any Unreimbursed Servicer Advances previously made
      by any Predecessor Servicer);

            (vi) first, to any Predecessor Servicer and second, to the Servicer,
      as applicable, any Protective Advances to the extent not previously
      reimbursed;

            (vii) to the Noteholders, the Note Interest Distributable Amount;

            (viii) to the Noteholders, the Note Principal Distributable Amount
      (determined in accordance with clause (i) of the definition thereof);

            (ix) to the Servicer, if the Servicer is Bluegreen or an Affiliate
      of Bluegreen, the Servicing Fee, including any unpaid Servicing Fee with
      respect to one or more prior Collection Periods;

            (x) to the Noteholders, any remaining amounts until such time as the
      Notes are paid in full (including amounts owing to any Affected Party in
      respect of an Increased Costs Event);

            (xi) to the Indenture Trustee, any extraordinary out-of-pocket costs
      and expenses of the Indenture Trustee not paid due to the limitations
      contained in clause (i) above; and

            (xii) any remaining amounts to the Trust Depositor.

      No recourse may be had to Bluegreen, the Issuer, Trust Depositor,
Indenture Trustee, Club Trustee, Servicer, Back-Up Servicer or any of their
respective Affiliates in the event that amounts distributed under this Section
2.11 are insufficient for payment of any amounts due under Section 2.11.

      Section 2.12. Servicer Purchase Option. Upon written notice to the
Indenture Trustee and the Facility Administrator delivered at least eleven (11)
days before the date of purchase, the Servicer (so long as the Servicer is
Bluegreen or an Affiliate thereof) shall have the right (but not the obligation)
to purchase from the Trust a Defaulted Receivable and related Assets for an
amount (which amount shall be deposited into the Collection Account) equal to
24% of the Obligor's initial purchase price for the Interval in respect of such
Defaulted Receivable (the "Servicer Purchase Option"). The transfer of title to
such Defaulted Receivable to the Servicer shall be without recourse to the Trust
or the Indenture Trustee and free and clear of any Lien created pursuant to this
Agreement, and neither the Trust nor the Indenture Trustee shall be deemed to
make any representation or warranty, express or implied. In order to perfect,
protect and more fully evidence the Servicer's ownership of the Defaulted
Receivable and related Assets purchased pursuant to the exercise of the Servicer
Purchase Option, the Indenture Trustee and the Trust shall execute or cause to
be executed such instruments, releases or notices as may be necessary or
appropriate, to perfect, protect and more fully evidence the respective
interests of the parties to this Agreement in such Trust Assets. The Servicer
Purchase Option is exercisable with respect to a Defaulted Receivable only
before the expiration of the 60 day period following the date on which the
related Receivable became a Defaulted Receivable unless the Servicer gives
written notice of its irrevocable

                                     - 12 -


waiver of the Servicer Purchase Option with respect to such Defaulted Receivable
to the Indenture Trustee and the Facility Administrator prior to the expiration
of such 60 day period in the form attached hereto as Exhibit D. Notwithstanding
the foregoing, the Servicer may only exercise the Servicer Purchase Option to
the extent that, after giving effect to such purchase, the Receivable Balance of
Receivables previously purchased pursuant to the Servicer Purchase Option does
not exceed 20% of the Receivable Balance of all Eligible Receivables (determined
as of the applicable Cutoff Date therefor) theretofore purchased by the Trust.

      The right of the Trust Depositor to replace a Replaced Asset in accordance
with Section 2.7 or the right of the Servicer to exercise the Servicer Purchase
Option shall be subject and subordinate to the rights of the Indenture Trustee
to sell, dispose or otherwise liquidate the applicable Receivable and related
Trust Assets following the occurrence of a Termination Event or an Event of
Default. Such rights of the Trust Depositor or the Servicer shall not apply to
any Trust Asset or Interval which the Indenture Trustee has sold or caused to be
sold, nor shall such rights apply to any Trust Asset or Interval as to which the
Indenture Trustee has provided at least five (5) Business Days prior notice to
the Servicer of its intention so to sell (unless, prior to the expiration of
such five (5) Business Days, the Trust Depositor has irrevocably committed to
replace such Replaced Asset or the Servicer has irrevocably committed to
exercise the Servicer Purchase Option, as the case may be, in each case during
the next succeeding Collection Period).

      Section 2.13. Upgrades. Receivables which are the subject of an Upgrade
shall become part of the Asset Pool in accordance with the terms and conditions
of this Section 2.13, subject to timely delivery of a Substitution Notice to the
Indenture Trustee and the Facility Administrator and satisfying the conditions
set forth in Section 2.7(c) (other than (c)(ii)). In connection with an Upgrade
by an Obligor, the Trust Depositor shall acquire from the applicable Seller
pursuant to the Sale and Contribution Agreement, a new Eligible Receivable
arising in connection with such Upgrade or otherwise (together with, if
necessary, one or more other Eligible Receivables which were the subject of an
Upgrade or otherwise) (an "Upgrade Receivable") having a Receivable Balance (or
Receivable Balances) approximately equal to the Receivable Balance of the
Pre-Upgrade Receivable (as defined below). Subject to the definition of Eligible
Receivable, the Trust Depositor shall use its best efforts to cause a
Pre-Upgrade Receivable to be replaced with an Upgrade Receivable in respect of
the same Obligor and then, to the extent not possible, to be replaced with
another Upgrade Receivable. To the extent the Receivable Balance (or Receivable
Balances) of the Upgrade Receivable(s) is less than the Receivable Balance of
the Pre-Upgrade Receivable, the Trust Depositor shall deposit cash into the
Collection Account in the amount of such deficiency. Upon such acquisition by
the Trust Depositor and compliance by the Trust Depositor with Section 2.2
including delivery to the Indenture Trustee and the Facility Administrator of a
Substitution Notice indicating such Upgrade and identifying the existing
Receivable subject to the Upgrade (each, a "Pre-Upgrade Receivable"), the
related Upgrade Receivable(s) and related Trust Assets (including, but not
limited to, any Collections thereon after the Cutoff Date) shall be deemed to be
Substitute Assets for all purposes of this Agreement purchased by the Trust on
the Transfer Date of the related Pre-Upgrade Receivable and shall be deemed to
be part of the Asset Pool. In connection therewith, the Indenture Trustee and
the Trust shall release or re-convey, as applicable, to the Trust Depositor all
of its interests in the related Pre-Upgrade Receivable in accordance with
Section 2.14. In no event shall the Trust Depositor be permitted to repurchase
for cash any Pre-Upgrade Receivable. Upon each conveyance of Upgrade Receivables
hereunder, the Trust Depositor shall be deemed to have represented and warranted
that the conditions set forth in Section 4.2 have been satisfied.

                                     - 13 -


      Section 2.14. Release of Interest.

      At the same time as (i) any Receivable becomes a Prepaid Receivable, (ii)
any Receivable matures, (iii) any Receivable is the subject of an Upgrade and
the conditions set forth in Section 2.13 have been satisfied, (iv) the Trust
Depositor through the Servicer, substitutes or replaces any Receivable as
contemplated in Section 2.7 hereof, or (v) the Servicer exercises the Servicer
Purchase Option, the Indenture Trustee and the Trust will release their interest
in the Interval relating to such Receivable and related Trust Assets; provided,
that such release will not constitute a release of the respective interests of
Indenture Trustee and the Trust in the proceeds of Trust Assets except with
respect to any proceeds received by the Servicer with respect to a Receivable
and related Trust Assets which were subject to the Servicer Purchase Option. In
connection with any of the events described in the preceding sentence, the
Indenture Trustee and the Trust will execute and deliver (at the expense of the
Trust Depositor) to the Servicer any assignments, bills of sale, termination
statements and any other releases and instruments as the Servicer may reasonably
request in order to effect such release and transfer, and the Indenture Trustee
and the Trust shall be deemed to have transferred to the Trust Depositor or the
Servicer, as the case may be, all of the Indenture Trustee's and the Trust's
right, title and interest in such Trust Assets in respect of such Receivable
free and clear of any interest created by the Indenture Trustee or the Trust
hereunder and under the other Transaction Documents, but without any recourse or
other representation or warranty, express or implied. Nothing in this Section
shall diminish the Servicer's obligations pursuant to Section 2.11 of this
Agreement with respect to the proceeds of any sale of such Trust Assets.

                                   ARTICLE III

                            SERVICING OF RECEIVABLES

      Section 3.1. Responsibility for Receivable Administration. The Servicer is
hereby appointed the servicer hereunder until such time as any Service Transfer
may be effected under Section 8.2. The Servicer will have the sole right and
obligation to manage, administer, service and make collections on the
Receivables and the Trust Assets and perform or cause to be performed all
contractual and customary undertakings of the holder of the Receivables to the
Obligor.

      Section 3.2. Standard of Care. In managing, administering, servicing and
making collections on the Receivables and the related Trust Assets pursuant to
this Agreement, the Servicer will exercise that degree of skill and care
consistent with the skill and care that the Servicer exercises with respect to
similar contracts serviced by the Servicer, and, in any event no less degree of
skill and care than would be exercised by a prudent servicer of timeshare
receivables. The Servicer shall at all times act in good faith and in the best
interests of the Trust, with respect to the Trust Assets and the proceeds
thereof, and use commercially reasonable efforts and exercise sound business
judgment in performing its duties under this Agreement.

      Section 3.3. Filing. On or prior to the date of the first Purchase
hereunder, the Servicer shall cause the UCC financing statement(s) to be filed
and from time to time the Servicer shall take and cause to be taken such actions
and execute such documents as are necessary or desirable or as the Owner Trustee
or Indenture Trustee may reasonably request to perfect and protect the Trust's
and the Indenture Trustee's interests in the Trust Assets (subject to Permitted
Liens) against all other persons, including, without limitation, the filing of
financing statements, amendments thereto and continuation statements,

                                     - 14 -


the execution of transfer instruments and the making of notations on or taking
possession of all records or documents of title.

      Section 3.4. Records. The Servicer shall, during the period it is servicer
hereunder, maintain such books of account and other records as will enable the
Owner Trustee and the Indenture Trustee to determine the payment status of each
Receivable.

      Section 3.5. Inspection.

      (a) At all times during the term hereof, the Servicer shall afford the
Facility Administrator and the Indenture Trustee and their respective authorized
agents reasonable access during normal business hours to the Servicer's records
relating to the Trust Assets and will cause its personnel to assist in any
examination of such records by the Facility Administrator or the Indenture
Trustee, or such authorized agents and allow copies of the same to be made. The
examination referred to in this Section will be conducted in a manner which does
not unreasonably interfere with the Servicer's normal operations or customer or
employee relations. Without otherwise limiting the scope of the examination the
Facility Administrator or the Indenture Trustee or their respective authorized
agents may, using generally accepted audit procedures, verify the status of each
Receivable and review the Computer Disk and records relating thereto for
conformity to Monthly Reports prepared pursuant to Section 9.4 and compliance
with the standards represented to exist as to each Receivable in this Agreement.

      (b) At all times during the term hereof, the Servicer shall keep available
a copy of the List of Receivables at its principal executive office for
inspection by the Facility Administrator and the Noteholders.

      Section 3.6. Duties and Responsibilities of Servicer.

      (a) In addition to any other customary services which the Servicer may
perform or may be required to perform hereunder, the Servicer shall perform or
cause to be performed through sub-servicers, as applicable, the following
servicing and collection activities in accordance with the terms of this
Agreement:

            (i) perform standard accounting services and general record keeping
      services with respect to the Receivables;

            (ii) respond to telephone or written inquiries of Obligors
      concerning the Receivables;

            (iii) keep Obligors informed of the proper place and method for
      making payment with respect to the Receivables;

            (iv) contact Obligors to effect collections and to discourage
      delinquencies in the payment of amounts owed under the Receivables and
      doing so by any lawful means;

            (v) report tax information to Obligors and taxing authorities to the
      extent required by Requirements of Law;

                                     - 15 -


            (vi) take such other action as may be necessary or appropriate in
      the discretion of the Servicer for the purpose of collecting and
      transferring to the Indenture Trustee for deposit into the Collection
      Account all payments received by the Servicer or remitted to the Lockbox
      Account in respect of the Receivables (except as otherwise expressly
      provided herein), and to carry out the duties and obligations imposed upon
      the Servicer pursuant to the terms of this Agreement;

            (vii) arranging for liquidations of Intervals related to Defaulted
      Receivables, as applicable, and the remarketing of such Intervals as
      provided herein; it being understood that except as expressly set forth
      herein or in the Indenture, the Servicer shall not sell Defaulted
      Receivables;

            (viii) use reasonable best efforts to enforce the purchase and
      substitution obligations of the Sellers under the Sale and Contribution
      Agreement;

            (ix) to the extent that the Custodian Fees or the Lockbox Fees are,
      in the Servicer's reasonable business judgment, no longer commercially
      reasonable, use commercially reasonable efforts to (i) obtain reasonable
      fees from the existing Custodian or Lockbox Bank, as applicable, or (ii)
      exercise its rights under the Custodial Agreement or the Lockbox Agreement
      to replace the Custodian or Lockbox Bank, as applicable, in accordance
      with the Custodial Agreement or Lockbox Agreement, as the case may be. Any
      such successor shall be reasonably acceptable to the Facility
      Administrator;

            (x) diligently pursue all exceptions to the Receivables Files
      delivered to the Custodian; and

            (xi) delivery of such information and data to the Backup Servicer as
      is required under the Backup Servicing Agreement.

      Section 3.7. Consideration. As consideration for Servicer's performance of
the Receivables servicing as described herein, Servicer shall be paid the
Servicing Fee in accordance with Section 2.11.

                                   ARTICLE IV

                      CONDITIONS OF PURCHASES AND TRANSFERS

      Section 4.1. Conditions Precedent to Initial Purchase.

      The Initial Purchase hereunder is subject to the condition precedent that
the Facility Administrator shall have received on or before the date of such
purchase the items listed in Schedule IA, each (unless otherwise indicated)
dated such date, in form and substance reasonably satisfactory to the Facility
Administrator.

      Section 4.2. Conditions Precedent to All Transfers.

      The Initial Purchase, each Incremental Purchase and each other Transfer
from the Trust Depositor by the Trust shall be subject to the further conditions
precedent that:

                                     - 16 -


      (a) the Servicer shall have delivered to the Facility Administrator and
the Custodian those items listed on Schedule IB on or before the dates listed
therein and such additional information as may be reasonably requested by the
Facility Administrator;

      (b) all actions or additional actions necessary, in the reasonable
judgment of the Facility Administrator, to obtain an absolute ownership interest
in favor of the Trust in the Trust Assets being transferred shall have been
taken (and the Facility Administrator may in its discretion require, as a
condition to such determination, the delivery of an Opinion of Counsel to such
effect);

      (c) on each Transfer Date, the following statements shall be true and
correct:

            (i) the representations and warranties contained in Sections 5.1,
5.4, 5.5 and, solely with respect to the Assets being transferred on such
Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and
Contribution Agreement, are true and correct on and as of such day as though
made on and as of such date;

            (ii) all other representations and warranties of any Seller Party in
any Transaction Document (other than this Agreement) are true and correct on and
as of such day as though made on and as of such date;

            (iii) no event has occurred and is continuing, or would result from
such Purchase which constitutes a Servicer Event of Termination, Termination
Event or an Event of Default;

            (iv) after giving effect to such Purchase, the Outstanding Amount
will not exceed the lesser of (i) Funding Date Overcollateralization and (ii)
the Note Purchase Limit;

            (v) on and as of such day, the Sellers, the Trust Depositor, the
Servicer and the Club Trustee each has performed in all material respects all of
the agreements contained in this Agreement and the other Transaction Documents
to be performed by such Person at or prior to such day;

      (d) no law, rule or regulation shall prohibit, and no order, judgment or
decree of any federal, state or local court or government body, agency or
instrumentality shall prohibit or enjoin any of the activities contemplated by
the Transaction Documents;

      (e) in addition to the other documents set forth on Schedule 1B, the
Custodian shall have received an original note/instrument and related Allonge
with respect to each such Receivable (other than with respect to an Aruba
Receivable); and

      (f) the Facility Administrator shall have received such other approvals,
opinions or documents as the Facility Administrator may reasonably request.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

                                     - 17 -


      Each Seller under the Sale and Contribution Agreement has made, and upon
the transfer of Substitute Assets is deemed to remake, each of the
representations and warranties set forth therein and has consented to the
assignment by the Trust Depositor to the Trust of the Trust Depositor's rights
with respect thereto. Such representations speak as of the execution and
delivery of the Sale and Contribution Agreement and this Agreement and as of the
Initial Transfer Date in the case of the initial Receivables, and as of the
applicable Substitute Asset Transfer Date in the case of the Substitute Assets,
but shall survive the sale, transfer and assignment of the Receivables to the
Trust. Pursuant to Section 2.1 of this Agreement, the Trust Depositor has sold,
assigned, transferred and conveyed to the Trust as part of the Trust Assets its
rights under the Sale and Contribution Agreement, including without limitation,
its rights with respect to the representations and warranties of the Sellers
therein, together with all rights of the Trust Depositor with respect to any
breach thereof including any right to require the Sellers to repurchase any
Receivables in accordance with and subject to the terms of the Sale and
Contribution Agreement. It is understood and agreed that the representations and
warranties set forth or referred to in this Section shall survive transfer of
the Trust Assets to the Trust hereunder and the delivery of the Receivables
Files to the Custodian.

      The Trust Depositor hereby represents and warrants to the Trust, the Owner
Trustee, the Indenture Trustee, the Facility Administrator and the Noteholders
that it has entered into the Sale and Contribution Agreement with the Sellers,
that each Seller has made the representations and warranties in the Sale and
Contribution Agreement as set forth therein, that such representations and
warranties run to and are for the benefit of the Trust Depositor, the Owner
Trustee, the Facility Administrator, the Indenture Trustee and the Noteholders,
and that pursuant to Section 2.1 of this Agreement the Trust Depositor has
transferred and assigned to the Trust all rights of the Trust Depositor to cause
the Sellers to repurchase Receivables in the event of a breach of such
representations and warranties in accordance with and subject to the terms of
the Sale and Contribution Agreement.

      Section 5.1. Representations and Warranties of the Trust Depositor.

      The Trust Depositor represents and warrants, as of the Closing Date and
each Transfer Date, as follows:

      (a) Organization and Good Standing. The Trust Depositor is a corporation
duly organized and validly existing in good standing under the laws of the State
of Delaware, and has full power (corporate or otherwise), authority and legal
right to own its properties and conduct its business as such properties are
presently owned and such business is presently conducted, and to execute,
deliver and perform its obligations under this Agreement and each other
Transaction Document to which it is a party.

      (b) Due Qualification. The Trust Depositor is duly qualified to do
business and is in good standing as a foreign corporation (or is exempt from
such requirements), and has obtained all necessary licenses and approvals, in
each jurisdiction in which failure to so qualify or to obtain such licenses and
approvals would have a Material Adverse Effect.

      (c) Due Authorization. The execution and delivery of this Agreement and
each other Transaction Document to which it is a party, and the consummation of
the transactions provided for herein and therein have been duly authorized by
the Trust Depositor by all necessary action on the part of the Trust Depositor.

                                     - 18 -


      (d) No Conflict. The execution and delivery of this Agreement and each
other Transaction Document to which it is a party, the performance of the
transactions contemplated hereby and thereby and the fulfillment of the terms
hereof and thereof do not contravene or violate (i) its articles or certificate
of incorporation or by-laws, (ii) any law, rule or regulation applicable to it,
(iii) any restrictions under any agreement, contract or instrument to which it
is a party or by which it or any of its property is bound, or (iv) any order,
writ, judgment, award, injunction or decree binding on or affecting it or its
property, and do not result in the creation or imposition of any Lien on the
assets of the Trust Depositor, except where any such contravention or violation
would not have a Material Adverse Effect.

      (e) No Violation. The execution and delivery of this Agreement and each
other Transaction Document to which it is a party, the performance of the
transactions contemplated hereby and thereby and the fulfillment of the terms
hereof and thereof (including, without limitation, the sale of the Trust Assets
by the Trust Depositor or remittance of Collections in accordance with the
provisions of this Agreement) will not conflict with or violate, in any material
respect, any Requirements of Law applicable to the Trust Depositor or to the
Trust Assets.

      (f) No Proceedings. There are no proceedings or investigations pending or,
to the best knowledge of the Trust Depositor, threatened against the Trust
Depositor, before any court, regulatory body, administrative agency, or other
tribunal or governmental instrumentality (i) asserting the invalidity of this
Agreement or any other Transaction Document, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement or any
other Transaction Document or (iii) seeking any determination or ruling that
could reasonably be expected to be adversely determined, and if adversely
determined, would have a Material Adverse Effect.

      (g) All Consents Required. All approvals, authorizations, consents, orders
or other actions of any Person or of any Governmental Authority required in
connection with the Trust Depositor's execution and delivery of this Agreement
and the other Transaction Documents to which it is a party, the performance of
the transactions contemplated hereby and thereby, and the fulfillment of the
terms hereof and thereof, have been obtained.

      (h) Bulk Sales. The execution, delivery and performance of this Agreement
do not require compliance with any applicable "bulk sales" law by the Trust
Depositor.

      (i) Solvency. Both before and after giving effect to the transactions
under this Agreement, the Trust Depositor will be Solvent.

      (j) Selection Procedures. No selection procedures adverse to the interests
of the Trust were utilized by the Trust Depositor in selecting the Receivables
in the Asset Pool.

      (k) Taxes. The Trust Depositor has filed or caused to be filed all tax
returns which, to its knowledge, are required to be filed and has paid when due
all taxes shown to be due and payable on such returns or on any assessments made
against it or any of its property and all other taxes, fees or other charges
imposed on it or any of its property by any Governmental Authority (other than
any amount of tax due the validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which reserves in
accordance with generally accepted accounting principles have been

                                     - 19 -


provided on the books of the Trust Depositor); no tax lien has been filed and,
to the Trust Depositor's knowledge, no claim is being asserted, with respect to
any such tax, fee or other charge.

      (l) Agreements Enforceable. This Agreement and the other Transaction
Documents to which the Trust Depositor is a party constitute the legal, valid
and binding obligation of the Trust Depositor enforceable against the Trust
Depositor in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or law).

      (m) Margin Regulation. The Trust Depositor is not engaged, nor will it
engage, principally or as one of its important activities, in the business of
extending credit for the purpose of "purchasing" or "carrying" any Margin Stock.
The Trust Depositor does not own any Margin Stock, and none of the proceeds of
any Purchase will be used, directly or indirectly, for the purpose of purchasing
or carrying any Margin Stock, for the purpose of reducing or retiring any
Indebtedness which was originally incurred to purchase or carry any Margin Stock
or for any other purpose that might cause any portion of such proceeds to be a
"purpose credit" within the meaning of Regulations T, U or X of the Federal
Reserve Board. The Trust Depositor will not take or permit to be taken any
action which might cause any Transaction Document to violate any regulation of
the Federal Reserve Board.

      (n) No Liens. Each Trust Asset, together with the Receivable related
thereto, shall, immediately prior to its sale hereunder, be owned by the Trust
Depositor free and clear of any Lien (except Permitted Liens), and upon each
Purchase, the Trust shall acquire an undivided ownership interest in each Trust
Asset and in the Collections with respect thereto, free and clear of any Lien
(except Permitted Liens). No effective financing statement or other instrument
similar in effect covering any Trust Asset or the Collections with respect
thereto shall at any time be on file in any recording office except such as may
be filed in favor of the Trust or the Indenture Trustee relating to this
Agreement and the other Transaction Documents, or in favor of the Trust
Depositor as assignee of the Sellers.

      (o) Note Purchase Limit and Funding Date Overcollateralization. After
giving effect to any current Purchase or conveyance of Receivables, (i) the
aggregate Outstanding Amount does not exceed the lesser of (x) Funding Date
Overcollateralization and (y) the Note Purchase Limit and (ii) the aggregate
amount of all advances made by the Noteholders under the Note Purchase Agreement
does not exceed the Note Purchase Limit.

      (p) Reports Accurate. No Asset Report, exhibit, financial statement,
document, book, record or report furnished or to be furnished by the Trust
Depositor pursuant to this Agreement is or will be, when considered as a whole,
inaccurate in any material respect as of the date it is or shall be dated or
(except as otherwise disclosed to the Noteholders, as the case may be, at such
time) as of the date so furnished, and no such document contains or will contain
any material misstatement of fact or omits or shall omit to state a material
fact or any fact necessary in light of the circumstances under which made, to
make the statements contained therein not misleading.

      (q) Location of Offices. The principal place of business and chief
executive office of the Trust Depositor and the Seller, and the office where the
Trust Depositor and Seller keep all the Records, are located at the addresses of
the Trust Depositor and Seller, respectively, referred to on Schedule III

                                     - 20 -


hereof (or at such other locations as to which the notice and other requirements
specified herein shall have been satisfied). The state of incorporation and
organizational identification number, if any, of the Trust Depositor and the
Seller are set forth on Schedule III hereto.

      (r) Tradenames. The Trust Depositor has no trade names, fictitious names,
assumed names or "doing business as" names or other names under which it has
done or is doing business.

      (s) Sale and Contribution Agreement. The Sale and Contribution Agreement,
including the other Transaction Documents contemplated thereby, is the only
agreement pursuant to which the Trust Depositor acquires ownership of the Trust
Assets. To the knowledge of the Trust Depositor, the representation and
warranties of Sellers under the Sale and Contribution Agreement are true and
correct.

      (t) Value Given. The Trust Depositor shall have given reasonably
equivalent value to the Sellers in consideration for the transfer to the Trust
Depositor of the Assets under the Sale and Contribution Agreement, no such
transfer shall have been made for or on account of an antecedent debt owed by
any Seller to the Trust Depositor, and no such transfer is or may be voidable or
subject to avoidance under any section of the Bankruptcy Code.

      (u) Special Purpose Entity. The Certificate of Incorporation of the Trust
Depositor includes substantially the provisions set forth on Exhibit F hereto,
and each Seller has confirmed in writing to the Trust Depositor and has
covenanted in the Sale and Contribution Agreement that it will not cause the
Trust Depositor to file a voluntary petition under the Bankruptcy Code or any
other bankruptcy or insolvency laws.

      (v) Accounting. The Trust Depositor accounts for the transfer from the
Sellers of interests in Assets and Collections under the Sale and Contribution
Agreement and will account for transfers under this Agreement as sales of such
Assets in its books, records and financial statements, in each case consistent
with GAAP and with the requirements set forth herein.

      (w) Separate Entity. The Trust Depositor is operated as an entity with
assets and liabilities distinct from those of the Sellers and any Affiliates
thereof (other than the Trust Depositor), and the Trust Depositor hereby
acknowledges that the Trust is entering into the transactions contemplated by
this Agreement and the other Transaction Documents in reliance upon the Trust
Depositor's identity as a separate legal entity from the Sellers and from each
such other Affiliate of the Sellers.

      (x) Investment Company and Public Utility Holding Company. The Trust
Depositor is not an "investment company" within the meaning of and subject to
regulation under the Investment Company Act of 1940, as amended, or a "holding
company" or a "subsidiary company" of a "holding company," within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

      (y) Accuracy of Representations and Warranties. Each representation or
warranty by the Trust Depositor contained herein or in any certificate or other
document furnished by the Trust Depositor pursuant hereto or in connection
herewith is when furnished true and correct in all material respects; provided,
however, the Trust and the Noteholders acknowledge that with respect to the
condition of a Receivable as an "Eligible Receivable" as of its date of Purchase
or transfer hereunder, the Trust's

                                     - 21 -


remedy for a breach of a representation or warranty relating to a Receivable's
status as an Eligible Receivable is provided by and limited to Section 2.7
hereof.

      The representations and warranties set forth in this section shall survive
the transfer of the Trust Assets to the Trust, and termination of the rights and
obligations of the Servicer hereunder. Upon discovery by the Trust Depositor,
the Servicer or the Trust of a breach of any of the foregoing representations
and warranties, the party discovering such breach shall give prompt written
notice to the others.

      Section 5.2. Representations and Warranties of Trust Depositor Relating to
the Receivables.

      The Trust Depositor hereby represents and warrants that, solely with
respect to the Receivables then being sold or transferred as of the applicable
Transfer Date:

      (a) Valid Sale and Transfer of Ownership. The Trust Depositor (i) has good
and marketable title to each Trust Asset free and clear of any Lien (other than
Permitted Liens) of any Person , (ii) is the sole owner thereof and has full
right to transfer the Trust Assets to the Trust, and (iii) upon transfer of such
Trust Asset to the Trust pursuant to the terms of this Agreement, has validly
and effectively conveyed to the Trust all of the Trust Depositor's right, title
and interest in and to the Trust Assets free and clear of any Lien (other than
Permitted Liens).

      (b) Eligibility of Receivables. Each Receivable relating to each Trust
Asset is an Eligible Receivable.

      (c) List of Receivables. As of the related Transfer Date, the List of
Receivables and the information delivered in connection therewith is an accurate
and complete listing in all material respects of all the Receivables in and to
become part of the Asset Pool on such date and the information contained therein
(including with respect to the identity of such Receivables, Obligors thereon,
and the amounts owing thereunder) is true and correct in all material respects.

      (d) No Liens. Upon transfer of such Trust Asset to the Trust pursuant to
the terms of this Agreement, each Trust Asset has been transferred to the Trust
in compliance, in all material respects, with all Requirements of Law and each
Trust Asset was, immediately prior to its sale hereunder, legally and
beneficially owned by the Trust Depositor free and clear of any Lien (except
Permitted Liens), and upon each Purchase, the Trust shall acquire an ownership
interest in each Trust Asset and in the Collections with respect thereto, free
and clear of any Lien (except Permitted Liens).

      (e) Consents. With respect to each Purchased Asset, all material consents,
licenses, approvals or authorizations of or registrations or declarations with
any Governmental Authority required to be obtained, effected or given by the
Sellers or the Trust Depositor in connection with the transfer of such Assets to
the Trust have been duly obtained, effected or given and are in full force and
effect.

      (f) Environmental Conditions. To the knowledge of the Trust Depositor, the
operations of the Seller Parties and the Eligible Resorts are in compliance with
all Requirements of Law and none of the Eligible Resorts are the subject of any
governmental investigation evaluating whether any remedial

                                     - 22 -


action is needed to respond to a release of any toxic or hazardous wastes or
substances into the environment.

      (g) Servicing. To the knowledge of the Trust Depositor, the servicing and
collection practices used by the Seller Parties and their Affiliates have
complied in all material respects with all Requirements of Law and have met
customary industry standards for the servicing of receivables substantially
similar to the Receivables.

      (h) Compliance with Laws. To the knowledge of the Trust Depositor, the
Trust Assets were originated and have been serviced in compliance with, and do
not contravene any Requirements of Law, including, without limitation, all
Consumer Laws. To the knowledge of the Trust Depositor, each Seller Party has
complied in all material respects with all applicable federal, state and local
laws and regulations in the marketing and sales of the related Intervals,
including without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, state securities and blue sky laws, the Interstate Land
Sales Full Disclosure Act, the mail fraud statutes, land use, land sales,
timeshare sales and zoning laws.

      (i) FTC Holder Rule Language. None of the related Receivables include
language from the Federal Trade Commission's trade regulation rule titled
"Preservation of Consumers' Claims and Defenses" (16 C.F.R. Part 433), including
any language similar to the following: "Any holder of this consumer contract is
subject to all claims and defenses which the debtor could assert against the
seller of goods and services obtained [pursuant hereto or] with the proceeds
hereof. Recovery hereunder by the debtor shall not exceed amounts paid by the
debtor hereunder."

      Section 5.3. Survival; Knowledge; Notice of Breach. The representations
and warranties set forth in this Article V shall survive the transfer of the
Trust Assets to the Trust and termination of the rights and obligations of the
Servicer under the Transaction Documents. Neither the survival or the liability
of the Trust Depositor with respect to the Trust Depositor's representations and
warranties set forth in this Article V shall be reduced by any due diligence or
other investigation made by the Facility Administrator, the Trust, the Indenture
Trustee or any Noteholder at any time or by the disclosure of any facts or
circumstances to the Facility Administrator, the Trust, the Indenture Trustee or
any Noteholder (whether prior to or after the date of this Agreement). Upon
discovery by any Seller Party or the Facility Administrator of a breach of any
of the representations and warranties in this Article V, the party discovering
such breach shall give prompt written notice to the others.

      Section 5.4. Representations and Warranties of the Club and the Club
Trustee.

      The Club Trustee represents and warrants, as of the Closing Date and each
Transfer Date, as follows:

      (a) The Bluegreen Vacation Club Trust is a trust duly established in
accordance with the Club Trust Agreement under the laws of the State of Florida
for the purpose of holding and preserving certain property for the benefit of
the beneficiaries referred to in the Club Trust Agreement. The Club Trustee has
all necessary trust and other authorizations and powers required to carry out
its obligations under the Club Trust Agreement in the State of Florida and in
all other states in which it owns Resort Interests. The Bluegreen Vacation Club
Trust is not a corporation or business trust under the laws of the

                                     - 23 -


State of Florida. The Bluegreen Vacation Club Trust is not taxable as an
association, corporation or business trust under federal law or the laws of the
State of Florida.

      (b) The Club Trustee is a corporation duly formed, validly existing and in
good standing under the laws of the State of Florida. The Club Trustee is
authorized to transact business in no other state. The Club Trustee is not an
affiliate of the Servicer and is in compliance with the requirements of Chapter
721, Florida Statutes, that it be independent of the Servicer.

      (c) The Club Trustee had all necessary corporate power to execute and
deliver, and has all necessary corporate power to perform its obligations under
this Agreement, the other Transaction Documents to which it is a party, the Club
Trust Agreement and the Club Management Agreement. The Club Trustee possesses
all requisite franchises, operating rights, licenses, permits, consents,
authorizations, exemptions and orders as are necessary to discharge its
obligations under the Club Trust Agreement.

      (d) A certified copy of the Club Trust Agreement has been delivered to the
Facility Administrator together with all amendments and supplements in respect
thereof.

      (e) The Club Trustee holds all right, title and interest in and to all of
the Resort Interests related to the Receivables solely for the benefit of the
Beneficiaries referred to in, and subject in each case to the provisions of, the
Club Trust Agreement and the other documents and agreements related thereto.
Except with respect to the Mortgages, the Club Trustee has permitted none of
such Resort Interests to be made subject to any lien or encumbrance during the
time it has been a part of the trust estate under the Club Trust Agreement.

      (f) There are no actions, suits, proceedings, orders or injunctions
pending against the Bluegreen Vacation Club Trust or the Club Trustee, at law or
in equity, or before or by any Governmental Authority which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect.

      (g) Neither the Bluegreen Vacation Club Trust nor the Club Trustee has
incurred any indebtedness for borrowed money (directly, by guarantee, or
otherwise).

      (h) All ad valorem taxes and other taxes and assessments against the
Bluegreen Vacation Club Trust and/or its trust estate have been paid and neither
the Servicer nor the Club Trustee knows of any basis for any additional taxes or
assessments against any such property. The Bluegreen Vacation Club Trust has
filed all required tax returns and has paid all taxes shown to be due and
payable on such returns, including all taxes in respect of sales of Owner
Beneficiary Rights (as defined in the Club Trust Agreement) and Vacation Points.

      (i) The Bluegreen Vacation Club Trust and the Club Trustee are in
compliance in all material respects with all Requirements of Law applicable to
it and in compliance with each material instrument, agreement or document to
which it is a party or by which it is bound, including, without limitation, the
Club Trust Agreement.

                                     - 24 -


      (j) Except as expressly permitted in the Club Trust Agreement, the Club
Trustee has maintained the One-to-One Beneficiary to Accommodation Ratio (as
such terms are defined in the Club Trust Agreement).

      (k) Upon purchase of the Receivables and related Trust Assets hereunder,
the Trust is an "Interest Holder Beneficiary" under the Club Trust Agreement and
each of the Receivables constitutes "Lien Debt", "Purchase Money Lien Debt" and
"Owner Beneficiary Obligations" under the Club Trust Agreement.

      (l) Except as disclosed to the Facility Administrator in writing, each
Mortgage associated with a Receivable and granted by the Club Trustee or the
Obligor on the related Receivable, as applicable, has been duly executed,
delivered and recorded by or pursuant to the instructions of the Club Trustee
under the Club Trust Agreement and such Mortgage is valid and binding and
effective to create the lien and security interests it purports to create. Each
of such Mortgages was granted in connection with the financing of a sale of a
Resort Interest.

      Section 5.5. Representations and Warranties of the Servicer.

      The Servicer represents and warrants, as of the Closing Date and each
Transfer Date, as follows:

      (a) Organization and Good Standing. The Servicer is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has the corporate power to own its assets
and to transact the business in which it is currently engaged. The Servicer is
duly qualified to do business as a foreign corporation and is in good standing
in each jurisdiction in which the character of the business transacted by it or
properties owned or leased by it requires such qualification and in which the
failure so to qualify would have a Material Adverse Effect. The Servicer is
properly licensed in each jurisdiction to the extent required by the laws of
such jurisdiction to service the Trust Assets in accordance with the terms
hereof except where the failure to be so licensed could not reasonably be
expected to have a Material Adverse Effect.

      (b) Authorization; Binding Obligations. The Servicer has the power and
authority to make, execute, deliver and perform this Agreement and the other
Transaction Documents to which the Servicer is a party and all of the
transactions contemplated under this Agreement and the other Transaction
Documents to which the Servicer is a party, and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement and the other Transaction Documents to which the Servicer is a party.
This Agreement and the other Transaction Documents to which the Servicer is a
party constitute the legal, valid and binding obligation of the Servicer
enforceable in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or law).

      (c) No Consent Required. The Servicer is not required to obtain the
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any Governmental Authority in
connection with the execution, delivery, performance, validity or enforceability
of this Agreement and the other Transaction Documents to which the Servicer is a
party.

                                     - 25 -


      (d) No Violations. The execution, delivery and performance of this
Agreement and the other Transaction Documents to which the Servicer is a party
by the Servicer will not violate any provisions of any existing law or
regulation or any order or decree of any court or of any Federal or state
regulatory body or administrative agency having jurisdiction over the Servicer
or any of its properties or the Articles of Organization or Bylaws of the
Servicer, or constitute a material breach of any mortgage, indenture, contract
or other agreement to which the Servicer is a party or by which the Servicer or
any of the Servicer's properties may be bound, or result in the creation of or
imposition of any security interest, lien, pledge, preference, equity or
encumbrance of any kind upon any of its properties pursuant to the terms of any
such mortgage, indenture, contract or other agreement, other than this Agreement
the result of which could reasonably be expect to have a Material Adverse
Effect.

      (e) No Proceedings. There are no proceedings or investigations pending or,
to the best knowledge of the Servicer, threatened against the Servicer, before
any court, regulatory body, administrative agency, or other tribunal or
governmental instrumentality (i) asserting the invalidity of this Agreement or
any other Transaction Document, (ii) seeking to prevent the consummation of any
of the transactions contemplated by this Agreement or any other Transaction
Document or (iii) seeking any determination or ruling that could reasonably be
expected to be adversely determined, and if adversely determined, would in the
opinion of the Servicer have a Material Adverse Effect.

      (f) Margin Regulation. The Servicer is not engaged, nor will it engage,
principally or as one of its important activities, in the business of extending
credit for the purpose of "purchasing" or "carrying" any Margin Stock. The
Servicer does not own any Margin Stock, and none of the proceeds of any Purchase
will be used, directly or indirectly, for the purpose of purchasing or carrying
any Margin Stock, for the purpose of reducing or retiring any Indebtedness which
was originally incurred to purchase or carry any Margin Stock or for any other
purpose that might cause any portion of such proceeds to be a "purpose credit"
within the meaning of Regulations T, U or X of the Federal Reserve Board. The
Servicer will not take or permit to be taken any action which might cause any
Transaction Document to violate any regulation of the Federal Reserve Board.
Notwithstanding the foregoing, this Agreement shall not limit the Servicer's (so
long as Bluegreen or any Affiliate thereof is the Servicer) ability to
repurchase shares of its common stock so long as it is otherwise done in
compliance with the terms hereof.

      (g) Collection Policies. The Servicer has complied in all material
respects with the Collection Policies with regard to each Receivable and the
related Contract, and has not made any change to the Collection Policies with
respect to any Receivable except for such changes as to which the Facility
Administrator and the Noteholders have been notified and as to which the
Noteholders have consented to.

      (h) Compliance with Laws. The Servicer has complied with all Requirements
of Law relating to or in connection with the servicing of the Receivables,
except where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

      (i) Insurance. The Servicer and each Eligible Resort which is managed by
the Club Managing Entity maintain such insurance coverage as may be required by
any applicable Requirements of Law or pursuant to the Declarations for such
Eligible Resort.

      (j) Club Ownership. Bluegreen Vacations Unlimited, Inc. is the sole Class
B member of Bluegreen Vacation Club, Inc. and has the right to elect, and has
elected, at least a majority of the board

                                     - 26 -


of directors of Bluegreen Vacation Club, Inc. Bluegreen Vacations Unlimited,
Inc. has not pledged or encumbered or granted a security interest in respect of
such interest.

      (k) Reservation System. Other than with respect to the services contracted
for by the Club Managing Entity or any Affiliate thereof with a third party
which rights under such contracts shall be licensed (on a non-exclusive basis)
to the Indenture Trustee for the benefit of the Noteholders, the Reservation
System is owned by the Club Managing Entity free and clear of any Liens, but
subject to the provisions of the Club Management Agreement and the Club Trust
Agreement, and the Club has the right to utilize such system under and pursuant
to the Club Management Agreement. The Club Management Agreement is in full force
and effect and no default on the part of the Club Trustee or the Club Managing
Entity exists thereunder. The Servicer owns 100% of the equity capital of the
Club Managing Entity.

      (l) Club Trust Agreement. A true and correct copy of the Club Trust
Agreement is attached hereto as Exhibit E and is in full force and effect.

      (m) Bluegreen Vacation Club, Inc. Bluegreen Vacation Club, Inc. is a
non-stock corporation duly formed, validly existing and in good standing under
the laws of the State of Florida.

                                   ARTICLE VI

                                    COVENANTS

      Section 6.1. Covenants of the Trust Depositor.

      Until the date following the Facility Termination Date on which all
Aggregate Outstandings have been indefeasibly paid in full and this Agreement
terminates in accordance with its terms, the Trust Depositor hereby covenants
and agrees that:

      (a) Compliance with Laws; Preservation of Corporate Existence. The Trust
Depositor will comply in all material respects with all Requirements of Law
applicable to the Trust Depositor, the Receivables and the Intervals and
preserve and maintain its corporate existence, rights, franchises,
qualifications and privileges except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

      (b) Security Interests. Except as specifically contemplated by this
Agreement, the Trust Depositor will not sell, pledge, assign or transfer to any
other Person, or grant, create, incur, assume or suffer to exist any Lien on any
Receivable in the Asset Pool or related Interval, whether now existing or
hereafter transferred hereunder, or any interest therein, and the Trust
Depositor will not sell, pledge, assign or suffer to exist any Lien on its
interest, if any, hereunder. The Trust Depositor will immediately notify the
Trust of the existence of any such Lien on any Receivable in the Asset Pool or
related Interval; and the Trust Depositor shall defend the right, title and
interest of the Trust in, to and under the Receivables in the Asset Pool and the
related Interval, against all claims of third parties; provided, however, that
nothing in this Section 6.l(b) shall prevent or be deemed to prohibit the Trust
Depositor from suffering to exist Permitted Liens upon any of the Trust Assets
or any related Interval.

                                     - 27 -


      (c) Activities of Trust Depositor. The Trust Depositor shall not engage in
any business or activity of any kind, or enter into any transaction or
indenture, mortgage, instrument, agreement, receivable, lease or other
undertaking, which is not directly related to the transactions contemplated and
authorized by this Agreement, the other Transaction Documents and its
Certificate of Incorporation.

      (d) Agreements. Except as contemplated by the Transaction Documents, the
Trust Depositor shall not amend or modify the provisions of its Certificate of
Incorporation, or issue any power of attorney except to the Trust or the
Servicer.

      (e) Separate Corporate Existence. The Trust Depositor shall:

            (i) Maintain its own deposit account or accounts, separate from
      those of any Affiliate, with commercial banking institutions. Except for
      payments to its equity holders in the form of a dividend and for payments
      for the Trust Assets purchased from the Sellers under the Sale and
      Contribution Agreement, the funds of the Trust Depositor will not be
      diverted to any other Person or used other than for corporate uses of the
      Trust Depositor.

            (ii) Ensure that, to the extent that it shares the same officers or
      other employees as any of its stockholders or Affiliates, the salaries of
      and the expenses related to providing benefits to such officers and other
      employees shall be fairly allocated among such entities, and each such
      entity shall bear its fair share of the salary and benefit costs
      associated with all such common officers and employees.

            (iii) Ensure that, to the extent that it and any Seller (together
      with their respective stockholders or Affiliates) jointly do business with
      vendors or service providers or share overhead expenses, the costs
      incurred in so doing shall be allocated fairly among such entities, and
      each such entity shall bear its fair share of such costs. To the extent
      that it and any Seller (together with their respective stockholders or
      Affiliates) do business with vendors or service providers when the goods
      and services provided are partially for the benefit of any other Person,
      the costs incurred in so doing shall be fairly allocated to or among such
      entities for whose benefit the goods and services are provided, and each
      such entity shall bear its fair share of such costs. All material
      transactions between Trust Depositor and any of its Affiliates shall be
      only on an arms' length basis.

            (iv) To the extent that Trust Depositor and any of its stockholders
      or Affiliates have offices at the same location, there shall be a fair and
      appropriate allocation of overhead costs among them, and each such entity
      shall bear its fair share of such expenses.

            (v) Conduct its affairs strictly in accordance with its Certificate
      of Incorporation and observe all necessary, appropriate and customary
      corporate formalities, including, but not limited to, holding all regular
      and special stockholders' and directors' meetings appropriate to authorize
      all corporate action, keeping separate and accurate minutes of its
      meetings, passing all resolutions or consents necessary to authorize
      actions taken or to be taken, and maintaining accurate and separate books,
      records and accounts, including, but not limited to, payroll and
      INTERCOMPANY transaction accounts.

                                     - 28 -


      (f) Location of Trust Depositor, Records; Instruments. The Trust Depositor
(x) shall not change its name or state of incorporation or move the location of
its chief executive office outside the State of Florida without 30 days' prior
written notice to the Facility Administrator and the Indenture Trustee and (y)
shall not move or permit the Servicer to move the location of the Receivable
Files, other than to the Custodian, from the locations thereof on the Initial
Transfer Date, without 30 days' prior written notice to the Facility
Administrator and the Trustee and (z) will promptly take all actions required
(including, but not limited to, all filings and other acts necessary or
advisable under the UCC of each relevant jurisdiction in order to evidence the
Trust's ownership interest (and back-up grant of a first priority perfected
security interest to the Trust (subject to Permitted Liens)) in all Trust Assets
in the Asset Pool. The Trust Depositor will give the Facility Administrator and
the Indenture Trustee prompt notice of a change within the State of Florida of
the location of its chief executive office.

      (g) Accounting for Purchases. The Trust Depositor will not account for or
treat (whether in financial statements or otherwise) the transactions
contemplated hereby or by the Sale and Contribution Agreement in any manner
other than the sale or contribution of the Assets by the Sellers to the Trust
Depositor in accordance with GAAP.

      (h) ERISA Matters. The Trust Depositor will not (a) engage in any
prohibited transaction for which an exemption is not available or has not
previously been obtained from the United States Department of Labor; (b) permit
to exist any accumulated funding deficiency, as defined in Section 302(a) of
ERISA and Section 412(a) of the Code, or funding deficiency with respect to any
Benefit Plan other than a Multiemployer Plan; (c) fail to make any payments to a
Multiemployer Plan that the Trust Depositor may be required to make under the
agreement relating to such Multiemployer Plan or any law pertaining thereto; (d)
terminate any Benefit Plan so as to result in any liability; or (e) permit to
exist any occurrence of any reportable event described in Title IV of ERISA
which represents a material risk of a liability of the Trust Depositor under
ERISA or the Code.

      (i) Nature of Business. The Trust Depositor will engage in no business
other than the purchase of Assets from the Sellers, the sale of Trust Assets to
the Trust and the other transactions permitted or contemplated by this Agreement
and the other Transaction Documents.

      (j) Seller Assets. With respect to each Asset acquired by the Trust
Depositor from the Sellers, the Trust Depositor will (i) acquire such Asset
pursuant to and in accordance with the terms of the Sale and Contribution
Agreement, (ii) take all action necessary to perfect, protect and more fully
evidence the Trust Depositor's ownership of such Asset, including, without
limitation, (A) filing and maintaining effective financing statements (Form
UCC-1) against the Sellers in all necessary or appropriate filing offices, and
filing continuation statements, amendments or assignments with respect thereto
in such filing offices, and (B) executing or causing to be executed such other
instruments or notices as may be necessary or appropriate, and (iii) take all
additional action that the Trust may reasonably request to perfect, protect and
more fully evidence the respective interests of the parties to this Agreement in
the Trust Assets.

      (k) Transactions with Affiliates. The Trust Depositor will not enter into,
or be a party to, any transaction with any of its Affiliates, except (i) the
transactions permitted or contemplated by this Agreement and the other
Transaction Documents, and (ii) other transactions (including, without
limitation, the lease of office space or computer hardware or software by the
Trust Depositor to or from

                                     - 29 -


an Affiliate) (A) in the ordinary course of business, (B) pursuant to the
reasonable requirements of the Trust Depositor's business, and (C) upon fair and
reasonable terms that are no less favorable to the Trust Depositor than could be
obtained in a comparable arms'-length transaction with a Person not an Affiliate
of the Trust Depositor. It is understood that any compensation arrangement for
officers shall be permitted under clause (ii)(A) through (C) above if such
arrangement has been expressly approved by the board of directors of the Trust
Depositor.

      (l) Indebtedness; Investments. The Trust Depositor will not incur any
Indebtedness other than Indebtedness arising hereunder or under the other
Transaction Documents. Except for its residual interest in the Trust, the Trust
Depositor will not make any Investments other than Permitted Investments.

      (m) Change in the Sale and Contribution Agreement. The Trust Depositor
will not amend, modify, waive or terminate any terms or conditions of the Sale
and Contribution Agreement except as permitted hereby.

      (n) Amendment to Bylaws and Certificate of Incorporation. The Trust
Depositor will not amend, modify or otherwise make any change to its Bylaws or
its Certificate of Incorporation to delete or otherwise nullify or circumvent
the provisions set forth on Exhibit F hereto.

      (o) Authorized Signatory. Any person signing a Request Notice on behalf of
Trust Depositor, as provided in Exhibit A hereto shall have the requisite power
and authority to sign the same on behalf of the Trust Depositor.

      (p) Merger or Consolidation. The Trust Depositor shall not merge or
consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions and except as
otherwise contemplated herein) all or any material part of its assets (whether
now owned or hereafter acquired) to, or acquire all or any material part of the
assets of, any Person.

      (q) Limited Activities. Notwithstanding any other provision in this
Section and any provision of law, the Trust Depositor shall not do any of the
following:

            (i) engage in any business or activity other than as set forth in or
      permitted by its Certificate of Incorporation or Bylaws; or

            (ii) without the affirmative vote of a majority of the members of
      the Board of Directors of the Trust Depositor (which must include the
      affirmative vote of at least one duly appointed Independent director) (A)
      dissolve or liquidate, in whole or in part, or institute proceedings to be
      adjudicated bankrupt or insolvent, (B) consent to the institution of
      bankruptcy or insolvency proceedings against it, (C) file a petition
      seeking or consent to reorganization or seek to obtain relief under any
      applicable federal or state law relating to bankruptcy, (D) consent to the
      appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
      other similar official) of the corporation or a substantial part of its
      property, (E) make a general assignment for the benefit of creditors, (F)
      admit in writing its inability to pay its debts generally as they become
      due, or (G) take any corporate action in furtherance of the actions set
      forth in clauses (A) through (F) above; provided, however, that no
      director may be required by any shareholder of the Trust

                                     - 30 -


      Depositor to consent to the institution of bankruptcy or insolvency
      proceedings against the Trust Depositor so long as it is solvent.

      Section 6.2. General Covenants of the Club Trustee.

      Until the date following the Facility Termination Date on which all
Aggregate Outstandings have been indefeasibly paid in full and this Agreement
terminates in accordance with its terms, the Club Trustee hereby covenants and
agrees that:

      (a) No Conveyance. The Club Trustee agrees not to convey or grant any Lien
upon any Owner Beneficiary Rights (or any Vacation Points appurtenant thereto)
or Resort Interest in the Club relating to a Receivable which has been sold and
assigned to the Trust unless the Indenture Trustee shall have issued an
instruction to the Club Trustee pursuant to Section 8.07(c) of the Club Trust
Agreement in connection with its exercise of its rights as an Interest Holder
Beneficiary (as defined in the Club Trust Agreement) under Section 7.02 of the
Club Trust Agreement.

      (b) Separate Corporate Existence. The Club Trustee shall:

            (i) Maintain its own deposit account or accounts, separate from
      those of any Affiliate, with commercial banking institutions. The funds of
      the Club Trustee will not be diverted to any other Person or for other
      than trust or corporate uses of the Club Trustee, as applicable.

            (ii) Ensure that, to the extent that it shares the same officers or
      other employees as any of its stockholders, beneficiaries or Affiliates,
      the salaries of and the expenses related to providing benefits to such
      officers and other employees shall be fairly allocated among such
      entities, and each such entity shall bear its fair share of the salary and
      benefit costs associated with all such common officers and employees.

            (iii) Ensure that, to the extent that the Club Trustee and the
      Servicer (together with their respective stockholders or Affiliates)
      jointly do business with vendors or service providers or share overhead
      expenses, the costs incurred in so doing shall be allocated fairly among
      such entities, and each such entity shall bear its fair share of such
      costs. To the extent that the Club Trustee and the Servicer (together with
      their respective stockholders or Affiliates) do business with vendors or
      service providers when the goods and services provided are partially for
      the benefit of any other Person, the costs incurred in so doing shall be
      fairly allocated to or among such entities for whose benefit the goods and
      services are provided, and each such entity shall bear its fair share of
      such costs. All material transactions between Club Trustee and any of its
      Affiliates shall be only on an arms' length basis.

            (iv) To the extent that the Club Trustee and any of its
      stockholders, beneficiaries or Affiliates have offices in the same
      location, there shall be a fair and appropriate allocation of overhead
      costs among them, and each such entity shall bear its fair share of such
      expenses.

            (v) Conduct its affairs strictly in accordance with the Club Trust
      Agreement, its Amended and Restated Articles of Incorporation and its
      Bylaws, as applicable, and observe all

                                     - 31 -


      necessary, appropriate and customary corporate formalities, including, but
      not limited to, holding all regular and special stockholders', trustees'
      and directors' meetings appropriate to authorize all trust and corporate
      action, keeping separate and accurate minutes of its meetings, passing all
      resolutions or consents necessary to authorize actions taken or to be
      taken, and maintaining accurate and separate books, records and accounts,
      including, but not limited to, payroll and intercompany transaction
      accounts.

      (c) Merger or Consolidation. The Club Trustee shall not consolidate with
or merge into any other corporation or convey, transfer or lease substantially
all of its assets as an entirety to any Person unless the corporation formed by
such consolidation or into which the Club Trustee, as the case may be, has
merged or the Person which acquires by conveyance, transfer or lease
substantially all the assets of the Club Trustee, as the case may be, as an
entirety, can lawfully perform the obligations of the Club Trustee hereunder and
executes and delivers to the Indenture Trustee an agreement in form and
substance reasonably satisfactory to the Indenture Trustee which contains an
assumption by such successor entity of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Club Trustee under this Agreement.

      (d) Corporate Matters. Notwithstanding any other provision of this Section
and any provision of law, the Club Trustee shall not do any of the following:

            (i) engage in any business or activity other than as set forth
      herein or in or as contemplated by the Club Trust Agreement, its Amended
      and Restated Articles of Incorporation or its Bylaws, as applicable;

            (ii) without the affirmative vote of a majority of the members of
      the board of directors (or Persons performing similar functions) of the
      Club Trustee (which must include the affirmative vote of at least one duly
      appointed Independent Director (as defined in the Club Trust Agreement)),
      (A) dissolve or liquidate, in whole or in part, or institute proceedings
      to be adjudicated bankrupt or insolvent, (B) consent to the institution of
      bankruptcy or insolvency proceedings against it, (C) file a petition
      seeking or consent to reorganization or relief under any applicable
      federal or state law relating to bankruptcy, (D) consent to the
      appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
      other similar official) of the corporation or a substantial part of its
      property, (E) make a general assignment for the benefit of creditors, (F)
      admit in writing its inability to pay its debts generally as they become
      due, (G) terminate the Club Managing Entity as manager under the Club
      Management Agreement or (H) take any corporate action in furtherance of
      the actions set forth in clauses (A) through (G) above; provided, however,
      that no director may be required by any shareholder or beneficiary of the
      Club Trustee to consent to the institution of bankruptcy or insolvency
      proceedings against the Club Trustee so long as it is solvent;

            (iii) merge or consolidate with any other corporation, company or
      entity or sell all or substantially all of its assets or acquire all or
      substantially all of the assets or capital stock or other ownership
      interest of any other corporation, company or entity; or

            (iv) with respect to the Club Trustee, amend or otherwise modify its
      Amended and Restated Articles of Incorporation or Bylaws or any
      definitions contained therein in a manner

                                     - 32 -


      adverse to the Indenture Trustee or any Noteholder without the prior
      written consent of the Facility Administrator.

      (e) Indebtedness. The Club Trustee shall not incur any Indebtedness other
than (i) trade payables and operating expenses (including taxes) incurred in the
ordinary course of business or (ii) in connection with servicing Resort
Interests included in the Club's trust estate in the ordinary course of business
consistent with past practices; provided, that in no event shall the Club
Trustee incur Indebtedness for borrowed money.

      (f) Amendments. The Club Trustee agrees not to amend or otherwise modify
the Club Trust Agreement in a manner which could reasonably be expected to have
an adverse effect on the Trust Assets, the Trust, the Indenture Trustee or the
Noteholders, without the prior written consent of the Facility Administrator.

      Section 6.3. General Covenants of the Servicer and Bluegreen.

      Until the date following the Facility Termination Date on which all
Aggregate Outstandings have been indefeasibly paid in full and this Agreement
terminates in accordance with its terms, so long as the Servicer is Bluegreen,
the Servicer (and, Bluegreen, as applicable) covenants and agrees that:

      (a) Financial Covenants

            (i) Net Worth. Servicer agrees to maintain a Tangible Net Worth as
      of the last day of each calendar quarter equal to or greater than the sum
      of (i) 80% of Tangible Net Worth as of the end of the calendar quarter
      immediately prior to the date hereof plus (ii) 50% of Consolidated Net
      Income for each calendar quarter ending since such date.

            (ii) Leverage Ratio. The Servicer shall not permit its Leverage
      Ratio as of the last day of any calendar quarter to exceed 2.25:1.

            (iii) Interest Coverage Ratio. The Servicer shall not permit its
      Interest Coverage Ratio as of the last day of any calendar quarter to be
      less than 2.00:1. For the avoidance of doubt, a negative Consolidated
      Interest Expense number shall be deemed to be zero.

            (iv) Bluegreen Points. The Servicer shall not permit the total
      number of Vacation Points available at any time to be less than
      623,581,650, which number represents at least 90% of all Vacation Points
      as of June 30, 2004.

            (v) Resorts. The Servicer shall not permit the total number of
      resorts included in the Club to be less than thirty-six (36), which number
      represents at least 90% of all resorts included in the Club as of June 30,
      2004; provided that for purposes of this clause (v), a resort shall
      include all phases, subdivisions and/or developments at the same or
      substantially the same geographic location.

      (b) Inspections and Audits. Servicer shall, at such reasonable times
during normal business hours and as often as may be reasonably requested, permit
any agents or representatives of the Facility Administrator to inspect the
Eligible Resorts and any of Servicer's assets (including financial and

                                     - 33 -


accounting books and records) relating thereto, to examine and make copies of
and abstracts from the records and books of account of the Servicer or the Time
Share Association (to the extent controlled by the Servicer) or serviced under
the Servicing Agreement and to discuss its affairs, finances and accounts with
any of its officers, employees or independent public accountants. Servicer
acknowledges that the Facility Administrator intends to conduct such audits and
inspections on at least an annual basis. Servicer shall make available to the
Facility Administrator all credit information in Servicer's possession or under
Servicer's control with respect to Obligors as the Facility Administrator may
reasonably request. Upon the Facility Administrator's request, Servicer shall
furnish to Facility Administrator evidence of payment of all real estate taxes
relating to the Eligible Resorts. Servicer (to the extent Bluegreen or an
Affiliate thereof is the Servicer hereunder) shall be required to pay all
reasonable fees, costs and expenses incurred by the Facility Administrator for
any and all Eligible Resorts inspections, audits and any other diligence
relating to Servicer's finances or books or records.

      (c) Maintenance. For so long as the Time Share Association for the
Eligible Resorts is managed by the Club Managing Entity, the Servicer shall use
commercially reasonable best efforts to maintain the Eligible Resorts in good
repair, working order and condition (ordinary wear and tear excepted).

      (d) Management Contract. For so long as the Time Share Association for the
Eligible Resorts is managed by the Club Managing Entity, the manager, related
management contract and master marketing and sale contract (if applicable) for
each Eligible Resort shall at all times be reasonably satisfactory to the
Facility Administrator. For so long as the Time Share Association for the
Eligible Resorts is managed by the Club Managing Entity, the related management
contract and master marketing and sale contract (if applicable) may not be
amended or modified in a manner which could reasonably be expected to have a
Material Adverse Effect, without the prior written consent of the Facility
Administrator.

      (e) Release and Bonding of Liens. In the event any Lien (other than a
Permitted Lien) attaches to any Receivable or related Trust Asset from any
Person claiming from and through the Servicer or one of its Affiliates, the
Servicer shall, within the earlier to occur of ten (10) days after such
attachment or the respective lienholders action to foreclose on such lien,
either (a) cause such lien to be released of record, or (b) provide the
Indenture Trustee with a bond in accordance with the applicable laws of the
state in which the Receivable or related Trust Asset is located, issued by a
corporate surety acceptable to the Indenture Trustee, in an amount and in form
reasonably acceptable to the Indenture Trustee, or (c) provide the Indenture
Trustee with such other security as the Indenture Trustee may reasonably
require.

      (f) Claims. Servicer shall: (a) promptly notify the Indenture Trustee and
the Facility Administrator of (i) any claim, action or proceeding which may be
reasonably expected to have a Material Adverse Effect, and (ii) any action,
suit, proceeding, order or injunction of which Servicer becomes aware after the
date hereof pending or threatened against or affecting Servicer or any Affiliate
which may be reasonably expected to have a Material Adverse Effect; (b) at the
request of Trust with respect to a claim or action or proceeding which arises
from or through the Servicer or one of its Affiliates, appear in and defend, at
Servicer's expense, any such claim, action or proceeding which would have a
Material Adverse Effect; and (c) comply in all respects, and shall cause all
Affiliates to comply in all respects, with the terms of any orders imposed on
such Person by any Governmental Authority the failure to comply with which would
have a Material Adverse Effect.

                                     - 34 -


      (g) Negative Pledge. Except as contemplated by the Transaction Documents,
the Servicer (i) shall not, and shall not permit the Club Managing Entity or any
other Seller Party to, encumber, pledge or otherwise grant a Lien on the
Reservation System (including, without limitation, all hardware, software and
data in respect thereof), any Operating Contract or the Club Management
Agreement, (ii) shall, and shall cause the Club Managing Entity, to use
commercially reasonable efforts to keep the Reservation System operational, not
to dispose of the same and to allow the Club the use of, and access to, the
Reservation System in accordance with the terms of Club Management Agreement and
(iii) shall not permit Bluegreen Vacations Unlimited, Inc. or any other Seller
Party to encumber, pledge or otherwise grant a Lien in respect of its interest
as a Class B member in Bluegreen Vacation Club, Inc.

      (h) Negative Pledge on Amenities and Common Areas. The Servicer shall (i)
not, and shall not permit any other Seller Party or any Time Share Association
managed by the Club Managing Entity to, and (ii) use its best efforts to not
permit any other Time Share Association to, encumber, pledge or otherwise grant
a Lien on any amenities or common areas or furnishings in respect of the
Eligible Resorts.

      (i) Modifications of Receivables. Except in connection with a reduction or
increase in the interest rate not in excess of 1.0% in respect of an Obligor's
election to begin or cease making payments via pre-authorized checking, in
connection with Upgrades or in connection with modifications to comply with the
Servicemembers Civil Relief Act, the Servicer shall not reschedule, revise
downward or defer payments on a Receivable or modify the terms or conditions of
the related Contract or Mortgage in a manner adverse to the Trust unless the
Note Majority shall have consented in writing to the same; provided that the
Servicer shall, without the consent of the Note Majority, be permitted to
modify, waive or amend the terms or conditions of the related Contract with
respect to Receivables representing not more than 1.00% of the aggregate
advances made under the Notes.

      (j) General. At all times during the term of this Agreement to the extent
not required to be retained by the Custodian, Servicer shall maintain complete
and accurate files and records pertaining to each Receivable and related Trust
Assets and of all business activities and operations conducted by Servicer in
connection with its performance under this Agreement. All such files and records
shall, upon the Indenture Trustee's request, be delivered to the Indenture
Trustee or its designee upon early termination of this Agreement.

      (k) Notices to Obligors.

            (i) Promptly after the Closing Date or applicable Transfer Dates, as
      the case may be, and, in any event, not later than five (5) Business Days
      thereafter, the Servicer will direct all Obligors of Receivables, and
      shall instruct all future Obligors of such Receivables, to remit all
      payments with respect to such Receivables only (x) by check, money order,
      phone payment, or Western Union Quick Collect mailed to, or generated by,
      an office of the Servicer, (y) by check, wire transfer, money order or
      moneygram to the Lockbox or Lockbox Account or (z) by pre-authorized
      checking or credit card payment for deposit into the Lockbox Account.

            (ii) Within 30 days of the related Transfer Date for an Aruba
      Receivable, the Servicer shall confirm to the Custodian that notices have
      been mailed out to each Obligor under an Aruba Receivable that such Aruba
      Receivable has been transferred and assigned to the Trust and that the
      Trust has in turn, pledged such Aruba Receivable to the Indenture Trustee,
      in trust,

                                     - 35 -


      for the benefit of the Noteholders. Such notice may include any notice or
      notices that the Bluegreen Properties, N.V.'s predecessors in title to the
      Aruba Receivable may give to the same Obligor with respect to any
      transfers and assignments of the Receivable by such predecessors. Such
      notice shall be in the form attached hereto as Exhibit N, as the same may
      be amended, revised or substituted by the Facility Administrator and the
      Servicer from time to time.

      (l) Compliance with Agreements and Requirements of Laws. The Servicer will
comply, and cause its Affiliates to comply, in all respects with all applicable
Requirements of Law, including, without limitation, all Requirements of Law that
require the provision by the Trust, the Indenture Trustee, any Noteholder or
Servicer of notices, disclosures or other communications to Obligors or to any
other Person that has an interest in any property securing a Receivable, except
where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect. The Servicer will preserve and maintain its corporate
existence, rights, licenses, franchises and privileges in the jurisdiction of
its organization, and qualify and remain qualified in good standing as a foreign
corporation in each jurisdiction where its business is conducted, except where
the failure to so preserve and maintain or qualify could not reasonably be
expected to have a Material Adverse Effect.

      (m) Real Estate Taxes. Servicer will pay, or cause to be paid (to the
extent funds are available from the Time Share Association), when due all of
Servicer's and its Affiliates' liabilities in respect of real estate taxes
relating to the Eligible Resorts. Servicer will pay, or cause to be paid, when
due all of Servicer's and its Affiliates' liabilities in respect of real estate
taxes relating to any shortfall pursuant to keepwell arrangements with the
Timeshare Associations or otherwise in respect of unsold Intervals. Servicer
shall notify the Facility Administrator promptly of the non-payment of real
estate taxes relating to the Eligible Resorts.

      (n) Taxes. The Servicer will file or cause to be filed all United States
federal tax returns and all other material tax returns and reports required by
law to be filed by it and will promptly pay all taxes and governmental charges
at any time owing by it except any such taxes which are not yet delinquent or
are being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books.

      (o) Collection Policies.

            (i) The Servicer will (and will cause the Sellers to) (A) perform
      and comply in all material respects with all provisions, covenants and
      other promises required to be observed by it under the Contracts related
      to the Receivables, and (B) comply in all material respects with the
      Collection Policies in regard to each Receivable and the related Contract.

            (ii) At least thirty (30) days prior to the effectiveness of any
      change in or amendment to any Collection Policy, the Servicer shall
      provide to the Facility Administrator a copy of the Collection Policies
      then in effect and a notice indicating such change or amendment, and
      requesting the Noteholders' consent thereto.

      (p) Insurance.

                                     - 36 -


            (i) The Servicer shall maintain, or cause to be maintained, with
      financially sound and reputable insurance companies, such insurance
      coverage as may be required by any Requirements of Law or pursuant to any
      Declarations. The Servicer shall use its best efforts to cooperate with
      and assist the Trust and the Indenture Trustee to enable the Trust and the
      Indenture Trustee to (x) obtain an endorsement showing the Indenture
      Trustee as mortgage loss payee with respect to each policy of property and
      casualty insurance with respect to each Eligible Resort, to the extent of
      its interest thereunder and to the extent that it is entitled thereto
      under the Declarations, (y) obtain the benefits of a mortgagee under the
      Declarations with respect to such insurance and (z) exercise the rights
      and remedies of a mortgagee under the Declarations. On or before March 31
      of each year or at any time upon request of the Facility Administrator,
      the Servicer shall deliver to the Facility Administrator, certifications
      evidencing coverage under all insurance policies described above.

            (ii) If (A) the deductible with respect to any all-risk property
      casualty insurance policy (excluding in respect of earthquake, flood and
      windstorm damage risk) or any third-party liability insurance policy
      exceeds $100,000 per occurrence and (B) after the occurrence of a loss,
      the applicable Time Share Association (x) must pay such deductible to
      obtain the benefits of such insurance and (y) is unable to pay such
      deductible, from the proceeds of assessments to owners of an Interval or
      cash reserves or otherwise, the Servicer shall be obligated to advance
      (for the purpose of satisfying such deductible) to the Time Share
      Association the amount of such deductible that is in excess of $100,000 in
      order to obtain the benefits of such insurance policies.

      (q) Exceptions; Recordation. The Servicer shall cause all exceptions to a
Receivable File to be rectified within sixty (60) days of the related Transfer
Date for such Receivable File. As soon as practicable after the related Transfer
Date (but in no event later than ten (10) Business Days after such date (or as
soon as practicable with respect to Receivables for which the original Mortgages
are still at the related recording office)), the Servicer shall deliver in
proper form for recording all Mortgage Assignments in respect of the Trust
Assets to be recorded in the appropriate offices. Notwithstanding the foregoing
sentence, the Servicer shall cause all evidences of recordation and all title
insurance policies for which title commitments were delivered on the related
Transfer Date to be delivered to the Custodian to be held as part of the
Receivables File promptly after the Servicer's receipt of the same and in any
event within 180 days of the related Transfer Date.

      (r) Remarketing. Bluegreen shall be obligated to use commercially
reasonable efforts to remarket the Intervals related to Defaulted Receivables.
Bluegreen shall not, with respect to the remarketing of the Intervals associated
with the Defaulted Receivables and related Trust Assets, make any "adverse
selection" with respect to such Trust Assets vis-a-vis other receivables
serviced by Bluegreen. Bluegreen, on behalf of the Trust and at the discretion
of the Facility Administrator, shall take all necessary steps to have the record
title of the applicable Resort Interests subject to such Defaulted Receivables
continue to be held by the Club Trustee. In such event, Bluegreen shall direct
the Club Trustee, directly or through its agents, (i) to exercise the remedies
provided for in the Club Trust Agreement, in the Receivables themselves or in
the other Club documents with respect to such Defaulted Receivables and the
Obligors thereunder and (ii) to remarket the "Owner Beneficiary Rights" (as
defined in the Club Trust Agreement) of the Obligors under such Defaulted
Receivables with the purpose of effecting a recovery of the maximum proceeds in
respect of such Defaulted Receivables or finding replacements therefor.
Bluegreen, at the request of the Facility Administrator, shall reserve its
rights

                                     - 37 -


under the Club Trust Agreement and/or the applicable Mortgages to obtain, at any
time, record title and all beneficial interests in respect of the Intervals
related to Defaulted Receivables. All actions taken by Bluegreen in respect of
any Defaulted Receivable shall, at all times, be carried out in a manner such
that none of the Trust, the Facility Administrator, the Owner Trustee or the
Indenture Trustee shall, under Requirements of Law, be deemed to be the
developer or declarant of any Eligible Resort or the Club. Bluegreen shall
deposit the proceeds associated with the remarketing of the Interval related to
a Defaulted Receivable into the Collection Account and shall be paid the
"Remarketing Fee" associated with such Interval from the proceeds of the
remarketing thereof pursuant to Section 2.11 or pursuant to the Servicer
Purchase Option. Bluegreen (in the event the Servicer is Bluegreen or an
Affiliate thereof other than the Trust Depositor) shall at all times have the
right (but not the obligation) to utilize the Servicer Purchase Option as set
forth in Section 2.12 in lieu of performing the remarketing functions set forth
in this Section. In connection with Bluegreen's performance of its remarketing
duties hereunder Bluegreen (i) will undertake such duties in the ordinary course
in a manner similar and consistent with (or better than) the manner in which
Bluegreen sells or markets other timeshare properties it or its Affiliates owns
and (ii) may not sell any Defaulted Receivables that are Trust Assets except for
or as specifically permitted by this Agreement. Any proceeds from remarketing
deposited into the Collection Account shall be in the form of cash. In no event
shall the Trust originate any loan in connection with such remarketing.

      (s) Servicer Advances. The Servicer is obligated to make on the Business
Day preceding a Payment Date advances of regularly scheduled principal and
interest payments relating to any Receivable the subject of a delinquent payment
(other than a Defaulted Receivable with respect to which there shall be no
Servicer Advances) if it determines in its sole discretion that such advances
will be recoverable in future periods (each a "Servicer Advance" and
collectively the "Servicer Advances"). Such Servicer Advances are reimbursable
from Collections pursuant to Section 2.11.

      (t) Termination of Club Managing Entity. The Servicer shall not permit the
Club Managing Entity to terminate the Club Management Agreement without the
prior written consent of the Facility Administrator, such consent not to be
unreasonably withheld or delayed.

      (u) Modifications to Collection Policies. Without the prior written
consent of the Note Majority, the Servicer will not, and will not permit any
Seller Party to, make any change to any Collection Policy.

      (v) Fidelity Bond and Errors and Omissions Insurance. On or prior to the
Closing Date, the Servicer shall maintain or cause to be maintained fidelity
bond and errors and omissions insurance with respect to the Servicer in a
minimum amount of $1,000,000 per policy and shall name the Indenture Trustee as
an additional insured. No provision of this clause (v) requiring such fidelity
bond or errors and omissions insurance shall diminish or relieve the Servicer
from its duties and obligations as set forth in this Indenture. The Servicer
shall be deemed to have complied with this provision if one of its respective
Affiliates has such fidelity bond or errors and omissions insurance coverage
and, by the terms of such fidelity bond or errors and omissions insurance
policy, the coverage afforded thereunder extends to the Servicer. On or before
March 31 of each year or at any time upon request of the Facility Administrator,
the Servicer shall deliver to the Facility Administrator, a certification
evidencing coverage under such fidelity bond and the errors and omissions
insurance. Any such fidelity bond or errors and omissions insurance policy (or
endorsement thereto) shall contain a provision that such policy shall not be
canceled or modified without ten (10) Business Days' prior written notice to the
Facility Administrator or such

                                     - 38 -


other amendment or cancellation provisions as may be acceptable to the Facility
Administrator; provided that Servicer agrees to use commercially reasonable
efforts to require the applicable insurer to provide 30 days prior written
notice of any cancellation or modification.

                                  ARTICLE VII

                         SUBJECT TO CLUB TRUST AGREEMENT

      Section 7.1. Rights Subject to Club Trust Agreement. Notwithstanding
anything to the contrary set forth herein or in any other Transaction Documents
or otherwise, all references to the rights of the Trust and the Indenture
Trustee with respect to Receivables shall be subject at all times to the
provisions of the Club Trust Agreement and the other agreements executed by the
Beneficiaries in connection therewith.

                                  ARTICLE VIII

                           SERVICER TERMINATION EVENTS

      Section 8.1. Servicer Termination Events.

      Each of the following events shall constitute a "Servicer Termination
Event":

      (a) any failure by the Servicer to make any payment or deposit required to
be made by the Servicer hereunder, under the Lockbox Agreement or any other
Transaction Document and the continuance of such failure for a period of one (1)
Business Day after the date on which such payment or deposit was due and not
made;

      (b) failure on the Servicer's part to observe or perform in any material
respect any covenant or agreement in this Agreement, the Lockbox Agreement or
any other Transaction Document (other than a covenant or agreement, the breach
of which is specifically addressed elsewhere in this Section) which continues
unremedied for 30 days after the earlier of (i) the date on which notice of such
failure is delivered to Servicer or (ii) Servicer otherwise has actual knowledge
of such fact;

      (c) any assignment by the Servicer of its duties or rights hereunder,
under the Lockbox Agreement, or any other Transaction Document, except as
specifically permitted hereunder or thereunder, or any attempt to make such an
assignment;

      (d) an involuntary case under any applicable bankruptcy, insolvency or
other similar law shall have been commenced in respect of the Servicer and shall
not have been dismissed within 30 days, or a court having jurisdiction in the
premises shall have entered a decree or order for relief in respect of the
Servicer in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Servicer or for any substantial liquidation or winding up of its affairs;

                                     - 39 -


      (e) the Servicer shall have commenced a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall have consented to the entry of an order for relief in an
involuntary case under any such law, or shall have consented to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian
or sequestrator (or other similar official) of the Servicer or for any
substantial part of its property, or shall have made any general assignment for
the benefit of its creditors, or shall have failed to, or admitted in writing
its inability to, pay its debts as they become due, or shall have taken any
corporate action in furtherance of the foregoing;

      (f) (i) any failure by the Servicer to comply with the covenants contained
in Section 6.3(a) which remains uncured for 30 days after the date on which such
failure commences, (ii) any failure by the Servicer or Bluegreen to comply with
the covenants contained in Section 6.3 (b), (g), (h), (i), (k), (l), (n), (p),
(q) or (v); (iii) any failure by the Servicer to deliver the reports described
in Article IX of this Agreement which remains uncured for five (5) Business Days
after the date on which such failure commences; provided, however that the
period within which Servicer shall deliver such reports shall be extended to
such longer period as is appropriate in the event of a Force Majeure Delay; or
(iv) any failure on the part of the Servicer or Bluegreen to observe or perform
any of its covenants or agreements set forth in any Transaction Document (other
than as expressly provided for in another clause of this Section 8.1), which
failure continues unremedied for a period of 30 days after the earlier of (i)
the Servicer or Bluegreen obtains actual knowledge of such failure after due
inquiry or (ii) the Facility Administrator, the Indenture Trustee or the
Custodian provides the Servicer or Bluegreen with written notice of such
failure.

      (g) any representation, warranty or statement of the Servicer made in this
Agreement or any certificate, report or other writing delivered pursuant hereto
shall prove to be incorrect in any material respect as of the time when the same
shall have been made and, within 30 days after the earlier of (i) written notice
thereof shall have been given to the Servicer by the Trust, the Indenture
Trustee or the Facility Administrator or (ii) the Servicer otherwise has actual
knowledge thereof, the circumstances or condition in respect of which such
representation, warranty or statement was incorrect shall not have been
eliminated or otherwise cured;

      (h) a default or breach shall occur under any other agreement, document or
instrument to which the Servicer is a party or by which the Servicer or its
property is bound that is not cured within any applicable grace period therefor,
and such default or breach (i) involves the failure to make any payment when due
in respect of any Indebtedness of the Servicer in excess of five percent (5%) of
the Servicer's Tangible Net Worth, (ii) causes, or permits any holder of such
Indebtedness or a trustee or agent to cause, Indebtedness or a portion thereof
in excess of five percent (5%) of the Servicer's Tangible Net Worth to become
due prior to its stated maturity or prior to its regularly scheduled dates of
payment, regardless of whether such default is waived, or such right is
exercised, by such holder, trustee or agent; provided that it shall not be a
Servicer Termination Event solely under this clause (ii) if such default or
breach is cured or waived within 60 days after the occurrence thereof so long as
such cure or waiver is being diligently pursued, or (iii) results in such
Indebtedness becoming due prior to its stated maturity or prior to its regularly
scheduled dates of payment;

      (i) as of any Determination Date, the Trailing Three Month (60 to 120) Day
Delinquency Rate exceeds 7.0% and such excess shall exist for 30 days;

                                     - 40 -


      (j) as of any Determination Date, the Trailing Six Month Default Rate
exceeds 8.0% and such excess shall exist for 30 days;

      (k) as of any Determination Date, with respect to any Tranche, the
Lifetime Cumulative Default Rate for such Tranche shall exceed the Lifetime
Servicer Cumulative Default Threshold for such Tranche and such excess with
respect to such Tranche shall continue for 30 days;

      (l) any Eligible Resort (except for La Cabana Beach & Racquet Club and
Casa del Mar Beach Resort) shall fail to be a Bluegreen Vacation Club Component
Site Resort or otherwise fail to maintain all rights and privileges with respect
to the Club;

      (m) any Eligible Resort (except for La Cabana Beach & Racquet Club and
Casa del Mar Beach Resort) shall cease to be managed and operated by Bluegreen
or one of its Subsidiaries and such condition shall continue for 30 days;
provided that it shall not be a Servicer Termination Event under this clause (m)
if any successor manager or operator of any Eligible Resort (other than
Bluegreen or one of its Subsidiaries) is reasonably acceptable to the Facility
Administrator; provided further that this clause (m) shall not be a Servicer
Termination Event so long as none of General Electric Capital Corporation or any
of its Affiliates is the Facility Administrator or a Noteholder;

      (n) the operating budgets and reserve accounts for the Time Share
Associations at each Eligible Resort (except for La Cabana Beach & Racquet Club
and Casa del Mar Beach Resort) shall fail to be maintained in compliance with
all applicable Requirements of Law and the applicable Time Share Documents and
such failure shall continue for 30 days; or

      (o) a Change of Control shall occur.

In the event that any party hereto becomes aware of a Servicer Termination Event
(or an event which with the passage of time or giving of notice would become a
Servicer Termination Event) such party shall promptly notify the other parties
hereto. Additionally, upon the occurrence of a Servicer Termination Event and
the Facility Administrator's giving of notice of a Service Transfer pursuant to
Section 8.2(a) hereof, such Servicer Termination Event shall be irrevocably
deemed to have "occurred and be continuing" unless otherwise waived by more than
50% of the Outstanding Amount; provided, further, that so long as Bluegreen or
an Affiliate of Bluegreen is not the Servicer, clauses (h) through (p) of this
Section 8.1 shall not constitute a Servicer Termination Event.

      Section 8.2. Service Transfer.

            (a) If a Servicer Termination Event has occurred and is continuing,
      the Facility Administrator, at the direction of the Noteholders shall, by
      written notice delivered to the Servicer, terminate all (but not less than
      all) of the Servicer's management, administrative, servicing, custodial
      and collection functions (such termination being herein called a "Service
      Transfer" and such terminated Servicer, being called a "Predecessor
      Servicer"); provided that notwithstanding anything in this Agreement to
      the contrary, in the event the Back-up Servicer shall become the Servicer
      hereunder, at any time thereafter the Back-up Servicer may resign from its
      duties as Servicer upon ninety (90) days written notice to the Indenture
      Trustee and the Facility Administrator.

                                     - 41 -


            (b) Upon receipt of the notice required by Section 8.2(a) (or, if
      later, on a date designated therein), all rights, benefits, fees,
      indemnities, authority and power of the Servicer under this Agreement,
      whether with respect to the Trust Assets or otherwise shall pass to and be
      vested in the Back-up Servicer (the "Successor Servicer") pursuant to and
      under this Section 8.2; and, without limitation, the Successor Servicer is
      authorized and empowered to execute and deliver on behalf of the Servicer,
      as attorney-in-fact or otherwise, any and all documents and other
      instruments, and to do any and all acts or things necessary or appropriate
      to effect the purposes of such notice of termination. In the event that
      the Back-up Servicer is unable to act as the Successor Servicer, subject
      to Section 3.7(e) of the Indenture, the Indenture Trustee without further
      action shall be appointed as Successor Servicer pursuant to and under this
      Section 8.2. The Servicer agrees to cooperate with the Successor Servicer
      in effecting the termination of the responsibilities and rights of the
      Servicer hereunder, including, without limitation, the transfer to the
      Successor Servicer for administration by it of all cash amounts which
      shall at the time be held by the Servicer for deposit, or have been
      deposited by the Servicer, in the Collection Account, or for its own
      account in connection with its services hereafter or thereafter received
      with respect to the Receivables and the related Trust Assets. The Servicer
      shall transfer to the Successor Servicer (i) all records held by the
      Servicer relating to the Receivables and the related Trust Assets in such
      electronic form as the Successor Servicer may reasonably request and (ii)
      any Receivables Files in the Servicer's possession relating to the
      Receivables and the related Trust Assets. In addition, the Servicer shall
      permit access to its premises during normal business hours provided
      reasonable notice has been provided to the Servicer (including all
      computer records and programs to the extent permitted under any related
      licensing agreements) to the Successor Servicer or its designee, and shall
      pay the reasonable out-of-pocket transition expenses of the Successor
      Servicer.

      Section 8.3. Successor Servicer to Act; Appointment of Successor Servicer.
On or after a Service Transfer pursuant to Section 8.2, the Successor Servicer
shall be the successor in all respects to the Servicer in its capacity as
Servicer under this Agreement and the other Transaction Documents and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Servicer
by the terms and provisions hereof, and the terminated Servicer shall be
relieved of such responsibilities, duties and liabilities arising after such
Service Transfer; provided, however, that the Successor Servicer shall not be
liable for any acts or omissions of the Servicer occurring prior to such Service
Transfer or for any breach by the Servicer of any of its representations and
warranties or covenants contained herein or in any related document or
agreement. On or after a Service Transfer pursuant to Section 8.2, the Successor
Servicer shall be the successor in all respects to the Trust Administrator in
its capacity as Trust Administrator under the Administration Agreement and the
transactions set forth or provided for therein.

      Section 8.4. Effect of Transfer.

            (a) After a Service Transfer, the terminated Servicer shall have no
      further obligations with respect to the management, administration,
      servicing, custody or collection of the Receivables and the related Trust
      Assets and the Successor Servicer appointed pursuant to Section 8.2 shall
      have all of such obligations, except that the terminated Servicer will
      transmit or cause to be transmitted directly to the Successor Servicer for
      its own account, promptly on receipt and in the same form in which
      received, any amounts (properly endorsed where required for the Successor
      Servicer to collect them) received as payments upon or otherwise in
      connection with the Receivables and the related Trust Assets.

                                     - 42 -


            (b) A Service Transfer shall not affect the rights and duties of the
      parties hereunder (including but not limited to the indemnities of the
      Servicer) other than those relating to the management, administration,
      servicing, custody or collection of the Receivables and the related Trust
      Assets.

      Section 8.5. Successor Servicer Indemnification. The Servicer shall
defend, indemnify and hold the Successor Servicer and any officers, directors,
employees or agents of the Successor Servicer harmless against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments and any other costs, fees, and expenses that the Successor
Servicer may sustain in connection with the claims asserted at any time by third
parties against the Successor Servicer which result from (i) any illegal,
willful or grossly negligent act taken or omission by the Servicer or (ii) a
breach of any representations or covenants of the Servicer in Sections 5.5 and
6.3 hereof. The indemnification provided by this Section 8.5 shall survive the
termination of this Agreement.

      Section 8.6. Responsibilities of the Successor Servicer. The Successor
Servicer will not be responsible for delays attributable to the Predecessor
Servicer's failure to deliver information, defects in the information supplied
by the Predecessor Servicer or other circumstances beyond the control of the
Successor Servicer.

      The Successor Servicer will make arrangements with the Servicer for the
prompt and safe transfer of, and the Predecessor Servicer shall provide to the
Successor Servicer, all necessary servicing files and records, including (as
deemed necessary by the Successor Servicer at such time): (i) microfiche loan
documentation, (ii) servicing system tapes, (iii) Receivable payment history,
(iv) collections history and (v) the trial balances, as of the close of business
on the day immediately preceding conversion to the Successor Servicer,
reflecting all applicable loan information.

      The Successor Servicer shall have no responsibility and shall not be in
default hereunder nor incur any liability for any failure, error, malfunction or
any delay in carrying out any of its duties under this Agreement if any such
failure or delay results from the Successor Servicer acting in accordance with
information prepared or supplied by a Person other than the Successor Servicer
or from the failure of any such Person to prepare or provide such information.
The Successor Servicer shall have no responsibility, shall not be in default and
shall incur no liability (i) for any act or failure to act by any third party,
including the Servicer or for any inaccuracy or omission in a notice or
communication received by the Successor Servicer from any third party or (ii)
which is due to or results from the invalidity, unenforceability of any
Receivable with Requirements of Law or the breach or the inaccuracy of any
representation or warrant made with respect to any Receivable.

      Section 8.7. Waiver of Servicer Termination Event. Noteholders
representing more than 50% of the Outstanding Amount, may, by written notice
delivered to the parties, waive any Servicer Termination Event.

                                   ARTICLE IX

                       PERFORMANCE AND DUTIES OF SERVICER

                                     - 43 -


      Section 9.1. General Requirements of Servicer. Servicer will maintain a
loan processing database and will service the Receivables and the other Trust
Assets in accordance with generally accepted receivables servicing practices for
similar types of receivables. In the performance of its duties, unless otherwise
specifically provided herein, Servicer shall comply with the terms of the
Receivables signed by the Obligor. Servicer shall use commercially reasonable
efforts (consistent with the preceding sentence) to collect and shall process
all payments in accordance with its present practice. Servicer shall also
provide the Facility Administrator with monthly reports of all cash flow
(including any delinquencies), together with such other information reasonably
requested by the Facility Administrator all in the form attached hereto as
Schedule II as well as the reports described in this Article IX; provided,
however, in the event of a Service Transfer, the Back-up Servicer shall provide
the Facility Administrator with monthly reports of all cash flow (including any
delinquencies), together with such other information reasonably requested by the
Facility Administrator in the form attached hereto as Schedule II as well as the
reports described in Sections 9.4 and 9.6 hereof only. Bluegreen will remarket
Intervals related to Defaulted Receivables pursuant to Section 6.3(r) hereof and
make Servicer Advances pursuant to Section 6.3(s) hereof. Notwithstanding
anything to the contrary contained herein, upon a Service Transfer, the Back-up
Servicer shall be under no obligation to remarket Intervals related to Defaulted
Receivables pursuant to Section 6.3(r) hereof, make Servicer Advances pursuant
to Section 6.3(s) hereof or provide the information set forth in Section 9.4(h)
or Section 9.12 hereof.

      Section 9.2. Servicer as Independent Contractor. Servicer shall have the
status of an independent contractor. Nothing herein contained shall be
considered to create a partnership or joint venture between the Trust, the
Facility Administrator, the Servicer or any Noteholder. Servicer is not to be
considered an agent or employee of the Trust or the Facility Administrator for
any purpose, and the employees of Servicer are not entitled to any of the
benefits that the Trust, the Facility Administrator or any Noteholder provides
its employees.

      Section 9.3. [Omitted]

      Section 9.4. Description of Reports. For each Collection Period during the
term of this Agreement, Servicer will prepare the following standard industry
reports and submit them to the Facility Administrator and the Indenture Trustee
no later than the second Business Day prior to the related Payment Date
(collectively, the "Monthly Report"):

            (a)   Title:    Trial/Aging Balance Report

                  Purpose:  A listing of all Receivables indicating the
                            outstanding principal balance of each Receivable and
                            the aggregate outstanding balance of all
                            Receivables.

            (b)   Title:    New Receivables Report

                  Purpose:  A listing of all Receivables added to the
                            Receivables Pool during such month.

            (c)   Title:    Cash Receipts Report

                  Purpose:  A listing of all Receivables showing the following
                            with respect to each Receivable and totals with
                            respect to all Receivables: payments received,
                            showing a breakdown into principal, interest and
                            other amounts paid.

                                     - 44 -


            (d)   Title:    Delinquency/Default/Aging Report

                  Purpose:  A listing of all Receivables showing delinquencies,
                            broken down into columns indicating the length of
                            such delinquencies at 30 days, 60 days, 90 days, 120
                            days and more than 120 days, a listing of all
                            Defaulted Receivables and a computer diskette or
                            magnetic tape prepared in the form of Schedule II
                            hereto which provides the aging history of the
                            Receivables.

            (e)   Title:    Cancellation, Prepayment, Upgrades, Aging,
                            Remarketing, Payoff and Servicer Purchase Option
                            Report

                  Purpose:  A listing of all Receivables which were: canceled,
                             paid off in their entirety, the subject of a
                             prepayment or Upgrade or subject to the Servicer
                             Purchase Option. An aging report of all repossessed
                             Intervals. A listing of all Receivables subject to
                             remarketing with the sales price of all remarketed
                             Intervals compared against the original sales
                             price.

            (f)   Title:    Summary Report

                  Purpose:  A report in the form of Schedule II attached hereto
                            or such other form as approved by the Facility
                            Administrator summarizing changes from the prior
                            month's report. The Facility Administrator may from
                            time to time in its reasonable discretion modify the
                            reporting requirements and add reports on an
                            as-needed basis, which Servicer shall complete in a
                            timely fashion. Servicer and the Facility
                            Administrator shall agree upon the timing of
                            preparation and delivery of additional reports and
                            the additional cost, if any, of the modification.

            (g)   Title:    Cash Flow Report

                  Purpose:  A report which delineates total Collections received
                            for a Collection Period, Servicer Advances made with
                            respect to the related Payment Date as well as fees
                            to third party service providers (i.e. Indenture
                            Trustee Fees, Lockbox Fees, etc.).

            (h)   Title:    Vacation Points

                  Purpose:  A report which lists all outstanding Vacation Points
                            and the total amount of available Accommodations
                            relating thereto.

                                     - 45 -


      Section 9.5. Officer's Certificate. The Reports delivered pursuant to
Section 9.4 hereof shall be accompanied by a certificate of an Officer of the
Servicer substantially in the form of Exhibit G, certifying the accuracy of the
Reports and that no Servicer Termination Event or event that with notice or
lapse of time or both would become a Servicer Termination Event has occurred, or
if such event has occurred and is continuing, specifying the event and its
status; provided, however, that this Section 9.5 shall not apply after the
occurrence of a Service Transfer.

      Section 9.6. Annual Report of Accountants.

      (a) The Servicer shall cause a firm of nationally recognized independent
certified public accountants (the "Independent Accountants") (provided that if
the Back-up Servicer becomes the Servicer hereunder, such accountants shall not
be required to be "nationally recognized"), to deliver to the Facility
Administrator and the Indenture Trustee beginning on March 31, 2005 (or April
30, 2005 with respect to the Back-up Servicer), with respect to the twelve
months ended the immediately preceding December 31 (or other applicable date), a
statement (the "Accountant's Report") addressed to the Board of Directors of the
Servicer and Servicer will promptly provide a copy to the Facility Administrator
and the Indenture Trustee to the effect that such firm has audited the financial
statements of Servicer and issued its report thereon and that such audit:

            (i) was made in accordance with generally accepted auditing
      standards, and accordingly included such tests of the accounting records
      and such other auditing procedures as such firm considered necessary in
      the circumstances; and

            (ii) so long as Bluegreen or one of its Affiliates is the Servicer,
      included an examination of documents and records relating to the servicing
      of the Receivables and the related Trust Assets under this Agreement.

The Accountant's Report shall further state that (so long as Bluegreen or one of
its Affiliates is the Servicer):

                  (1)   a review in accordance with agreed upon procedures was
                        made of one randomly selected Monthly Report; and

                  (2)   except as disclosed in the Report, no exceptions or
                        errors in the Monthly Report so examined were found.

      (b) The Accountant's Report shall also indicate that the firm is
independent of the Servicer within the meaning of the Code of Professional
Ethics of the American Institute of Certified Public Accountants.

      Section 9.7. Annual Statement of Compliance from Servicer. The Servicer
(in the event the Servicer is Bluegreen or an Affiliate thereof) will deliver to
the Facility Administrator and the Indenture Trustee, on or before March 31 of
each year commencing March 31, 2005, an Officer's Certificate stating that (a) a
review of the activities of the Servicer during the prior calendar year and of
its performance under this Agreement was made under the supervision of the
officer signing such certificate and (b) to such officer's knowledge, based on
such review, the Servicer has fully performed all its obligations under

                                     - 46 -


this Agreement, or, if there has been a default in the performance of any such
obligation, specifying each such default known to such officer and the nature
and status thereof.

      Section 9.8. Sales and Inventory Reports. A quarterly report showing all
sales and cancellations of sales of Intervals on Eligible Resorts on a resort by
resort basis, in form and content reasonably satisfactory to the Facility
Administrator; and within thirty (30) Business Days after the end of each fiscal
year (provided the Servicer is Bluegreen or an Affiliate thereof), an annual
sales and inventory report for the Eligible Resorts detailing the sales of all
Intervals on a resort by resort basis during such fiscal year and the available
inventory of Units and Intervals, certified by the Servicer (provided the
Servicer is Bluegreen or an Affiliate thereof) to be true, correct and complete
and otherwise in the form approved by the Trust.

      Section 9.9. Financial Reports.

      (a) Not later than the earlier of (A) 120 days after the end of each
fiscal year of the Servicer and (B) the public filing with the SEC of the
Servicer's Form 10-K for such fiscal year, the Servicer shall deliver to the
Facility Administrator the audited consolidated financial statements of the
Servicer (provided the Servicer is Bluegreen or an Affiliate thereof).

      (b) Not later than the earlier of (A) 60 days after the end of each of the
first three fiscal quarterly periods of each fiscal year of the Servicer and (B)
the public filing with the SEC of the Servicer's Form 10-Q for each such fiscal
quarter, the Servicer shall deliver to the Facility Administrator unaudited
financial statements of Servicer (provided the Servicer is Bluegreen or an
Affiliate thereof) certified by its chief financial officer as fairly presenting
the financial position of Bluegreen and its Subsidiaries, as well as, to the
extent requested by the Facility Administrator and available to Servicer
(provided the Servicer is Bluegreen or an Affiliate thereof), unaudited
bi-annual financial statements of the Time Share Association.

      (c) Each delivery of financial statements under this Section 9.9 shall be
accompanied by a certificate of the Servicer's chief financial officer
certifying as to its compliance with the covenants contained in Section 6.3(a).

      Section 9.10. Time Share Association Reports; Club Reports.

      (a) Not later than 60 days after the end of each of the first three
quarterly periods of each fiscal year of the Time Share Association and not
later than 120 days after the end of each fiscal year of the Time Share
Association and, to the extent the Servicer is Bluegreen and Bluegreen or its
Affiliates control the Eligible Resort, the Servicer shall deliver to the
Facility Administrator the quarterly and annual financial statements, as
applicable, of each Time Share Association and, to the extent the Eligible
Resort is not in the Servicer's or one of its Subsidiaries control, the Servicer
shall make a good faith effort to obtain the same from the respective Time Share
Association within such time periods.

      (b) Not later than 150 days after the end of each fiscal year of the Club,
the Servicer shall deliver to the Facility Administrator the annual financial
statements of the Club.

                                     - 47 -


      Section 9.11. Audit Reports. Promptly upon receipt thereof, one (1) copy
of each other report submitted to Servicer by its independent public accountants
in connection with any annual, interim or special audit made by them of the
books of the Servicer.

      Section 9.12. Other Reports. Such other reports, statements, notices or
written communications relating to the Servicer, the Time Share Associations or
the Eligible Resorts as are available to Servicer and as the Facility
Administrator may reasonably require.

      Section 9.13. SEC Reports. Promptly upon their becoming publicly available
one (1) copy of each financial statement, report, notice or proxy statement sent
by the Servicer to security holders generally, and of each regular or periodic
report and any registration statement, prospectus or written communication
(other than transmittal letters) in respect thereof filed by Servicer with, or
received by Servicer in connection therewith from, any securities exchange or
the Securities and Exchange Commission or any successor agency.

                                    ARTICLE X

                             FACILITY ADMINISTRATOR

      Section 10.1. Appointment; Nature of Relationship. General Electric
Capital Corporation is hereby appointed by each Noteholder as its contractual
representative (herein referred to as the "Facility Administrator") hereunder
and under each other Transaction Document, and each of the Noteholders
irrevocably authorizes the Facility Administrator to act as the contractual
representative of such Noteholder with the rights and duties expressly set forth
herein and in the other Transaction Documents. The Facility Administrator agrees
to act as such contractual representative upon the express conditions contained
in this Article X. Notwithstanding the use of the defined term "Facility
Administrator," it is expressly understood and agreed that the Facility
Administrator shall not have any fiduciary responsibilities to any Noteholder by
reason of this Agreement or any other Transaction Document and that the Facility
Administrator is merely acting as the contractual representative of the
Noteholders with only those duties as are expressly set forth in this Agreement
and the other Transaction Documents. In its capacity as the Noteholders'
contractual representative, the Facility Administrator (i) does not hereby
assume any fiduciary duties to any of the Noteholders and (ii) is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Transaction Documents. Each
of the Noteholders hereby agrees to assert no claim against the Facility
Administrator on any agency theory or any other theory of liability for breach
of fiduciary duty, all of which claims each Noteholder hereby waives.

      Section 10.2. Powers. The Facility Administrator shall have and may
exercise such powers under the Transaction Documents as are specifically
delegated to the Facility Administrator by the terms thereof, together with such
powers as are reasonably incidental thereto. The Facility Administrator shall
have no implied duties to the Noteholders, or any obligation to the Noteholders
to take any action thereunder except any action specifically provided by the
Transaction Documents to be taken by the Facility Administrator.

                                     - 48 -


      Section 10.3. General Immunity. Neither the Facility Administrator nor any
of its directors, officers, agents or employees shall be liable to any
Noteholder for any action taken or omitted to be taken by it or them hereunder
or under any other Transaction Document or in connection herewith or therewith
except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of such Person.

      Section 10.4. No Responsibility for Advances, Recitals, etc. Neither the
Facility Administrator nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(a) any statement, warranty or representation made in connection with any
Transaction Document or any advances hereunder; (b) the performance or
observance of any of the covenants or agreements of any obligor under any
Transaction Document, including, without limitation, any agreement by an obligor
to furnish information directly to each Noteholder; (c) the satisfaction of any
condition specified in Article IV, except receipt of items required to be
delivered solely to the Facility Administrator; (d) the existence or possible
existence of any Event of Default, Servicer Termination Event or Termination
Event; (e) the validity, enforceability, effectiveness, sufficiency or
genuineness of any Transaction Document or any other instrument or writing
furnished in connection therewith; (f) the value, sufficiency, creation,
perfection or priority of any Lien in any collateral security; or (g) the
financial condition of the Servicer or its Subsidiaries. The Facility
Administrator shall have no duty to disclose to the Noteholders information that
is not required to be furnished by the Servicer to the Facility Administrator at
such time, but is voluntarily furnished by the Servicer to the Facility
Administrator (either in its capacity as Facility Administrator or in its
individual capacity); provided that if any such information is provided to any
Noteholder by the Facility Administrator, the Facility Administrator shall
provide such information to all Noteholders.

      Section 10.5. Action on Instructions of Noteholders. The Facility
Administrator shall in all cases be fully protected in acting, or in refraining
from acting, hereunder and under any other Transaction Document in accordance
with written instructions signed by the Noteholders holding the required
percentage of the Outstanding Amount, and such instructions and any action taken
or failure to act pursuant thereto shall be binding on all of the Noteholders.
The Noteholders hereby acknowledge that the Facility Administrator shall be
under no duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement or any other Transaction Document
unless it shall be requested in writing to do so by the Noteholders. The
Facility Administrator shall be fully justified in failing or refusing to take
any action hereunder and under any other Transaction Document unless it shall
first be indemnified to its satisfaction by the Noteholders pro rata against any
and all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

      Section 10.6. Employment of Agents and Counsel. The Facility Administrator
may execute any of its duties as Facility Administrator hereunder and under any
other Transaction Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Noteholders, except as to
money or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Facility Administrator shall be entitled to advice of
counsel concerning the contractual arrangement between the Facility
Administrator and the Noteholders and all matters pertaining to the Facility
Administrator's duties hereunder and under any other Transaction Document.

                                     - 49 -


      Section 10.7. Reliance on Documents; Counsel. The Facility Administrator
shall be entitled to rely upon any notice, consent, certificate, affidavit,
letter, telegram, statement, paper, data or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and, in respect to legal matters, upon the opinion of counsel selected
by the Facility Administrator, which counsel may be employees of the Facility
Administrator.

      Section 10.8. Facility Administrator's Reimbursement and Indemnification.
Each Noteholder agrees to reimburse and indemnify the Facility Administrator
ratably in proportion to the aggregate Outstanding Amount held by such
Noteholder (i) for any amounts not reimbursed by the Servicer, any Seller, the
Trust or the Trust Depositor for which the Facility Administrator is entitled to
reimbursement by the Servicer, any Seller, the Trust or the Trust Depositor
under the Transaction Documents, (ii) for any other expenses incurred by the
Facility Administrator on behalf of the Noteholders, in connection with the
preparation, execution, delivery, administration and enforcement of the
Transaction Documents (including, without limitation, for any expenses incurred
by the Facility Administrator in connection with any dispute between the
Facility Administrator and any Noteholder or between two or more of the
Noteholders) and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Facility Administrator in any way relating to or arising out of the
Transaction Documents or any other document delivered in connection therewith or
the transactions contemplated thereby (including, without limitation, for any
such amounts incurred by or asserted against the Facility Administrator in
connection with any dispute between the Facility Administrator and any
Noteholder or between two or more of the Noteholders), or the enforcement of any
of the terms of the Transaction Documents or of any such other documents,
provided that no Noteholder shall be liable for any of the foregoing to the
extent any of the foregoing is found in a final non-appealable judgment by a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of the Facility Administrator. The obligations of the
Noteholders under this Section 10.8 shall survive payment of all amounts
hereunder and termination of this Agreement.

      Section 10.9. Notice of Default. The Facility Administrator shall not be
deemed to have knowledge or notice of the occurrence of any Event of Default,
Servicer Termination Event or Termination Event unless the Facility
Administrator has received written notice from a Noteholder, the Trust, the
Trust Depositor, the Indenture Trustee or the Servicer referring to this
Agreement describing such Event of Default, Servicer Termination Event or
Termination Event and stating that such notice is a "notice of default" or words
of similar import. In the event that the Facility Administrator receives such a
notice, the Facility Administrator shall give prompt notice thereof to the
Indenture Trustee and the Noteholders.

      Section 10.10. Rights as a Noteholder. In the event the Facility
Administrator is a Noteholder, the Facility Administrator shall have the same
rights and powers hereunder and under any other Transaction Document as any
Noteholder and may exercise the same as though it were not the Facility
Administrator, and the term "Noteholder" or "Noteholders" shall, at any time
when the Facility Administrator is a Noteholder, unless the context otherwise
indicates, include the Facility Administrator in its individual capacity. The
Facility Administrator and its Affiliates may lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Transaction Document, with the
Servicer or any of its Subsidiaries in which the Servicer or such Subsidiary is
not restricted hereby from engaging with any other Person.

                                     - 50 -


      Section 10.11. Noteholder Credit Decision. Except as expressly set forth
in this Section 10.11, each Noteholder acknowledges that it has, independently
and without reliance upon the Facility Administrator or any other Noteholder and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement and the other
Transaction Documents. Each Noteholder also acknowledges that it will,
independently and without reliance upon the Facility Administrator or any other
Noteholder and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Transaction Documents.
Notwithstanding the foregoing, the Noteholders acknowledge and the Facility
Administrator agrees that the Facility Administrator will perform certain due
diligence including tests resulting in FICO scores with respect to the Obligors
of certain Receivables and various file review procedures as selected by the
Facility Administrator (collectively, the "Specified Procedures"). The Facility
Administrator shall be under no duty to inquire as to the accuracy or
genuineness of the information provided to it in conducting the Specified
Procedures nor shall it have any duty to review any information other than such
files, reports and other information provided to it by Bluegreen.

      Section 10.12. Successor Facility Administrator. The Facility
Administrator, with the written consent of the Servicer (so long as Bluegreen or
an Affiliate thereof is the Servicer), which consent shall not be unreasonably
withheld or delayed, may resign at any time by giving written notice thereof to
the Noteholders and the Servicer, such resignation to be effective upon the
appointment of a successor Facility Administrator or, if no successor Facility
Administrator has been appointed, forty-five days after the retiring Facility
Administrator gives notice of its intention to resign. The Facility
Administrator may be removed at any time with or without cause by written notice
received by the Facility Administrator from all of the Noteholders, such removal
to be effective on the date specified by such Noteholders. Upon any such
resignation or removal, the Noteholders shall have the right to appoint, on
behalf of the Noteholders, a successor Facility Administrator with the written
consent of the Servicer (so long as the Servicer is Bluegreen or an Affiliate
thereof), which such consent shall not be unreasonably withheld or delayed. If
no successor Facility Administrator shall have been so appointed by the
Noteholders within thirty days after the resigning Facility Administrator's
giving notice of its intention to resign, then the resigning Facility
Administrator may appoint, on behalf of the Noteholders, a successor Facility
Administrator. Notwithstanding the previous sentence, the Facility Administrator
may at any time without the consent of the Servicer or any Noteholder, appoint
any of its Affiliates which is a commercial bank or other financial institution
as a successor Facility Administrator hereunder. If the Facility Administrator
has resigned or been removed and no successor Facility Administrator has been
appointed, the Noteholders may perform all the duties of the Facility
Administrator hereunder and for all other purposes shall deal directly with the
parties hereto. No successor Facility Administrator shall be deemed to be
appointed hereunder until such successor Facility Administrator has accepted the
appointment. Upon the acceptance of any appointment as Facility Administrator
hereunder by a successor Facility Administrator, such successor Facility
Administrator shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the resigning or removed Facility
Administrator. Upon the effectiveness of the resignation or removal of the
Facility Administrator, the resigning or removed Facility Administrator shall be
discharged from its duties and obligations hereunder and under the Transaction
Documents. After the effectiveness of the resignation or removal of a Facility
Administrator, the provisions of this Article X shall continue in effect for the
benefit of such Facility Administrator in respect of any actions taken or
omitted to be taken by it while it was acting as the Facility Administrator
hereunder and under the other Transaction Documents.

                                     - 51 -


                                   ARTICLE XI

                         ASSIGNMENTS; REPURCHASE OPTION

      Section 11.1. Assignments; Participations.

      (a) Except as otherwise contemplated by or permitted under this Agreement,
neither the Trust, the Trust Depositor nor the Servicer may assign its rights
under this Agreement without the prior written consent of more than 66 2/3% of
the Outstanding Amount.

      (b) Any Noteholder may, in the ordinary course of its business and in
accordance with Requirements of Law, at any time sell to one or more banks or
other entities ("Participants") participating interests in the Notes. In the
event of any such sale by a Noteholder of participating interests to a
Participant, such Noteholder's obligations under the Transaction Documents shall
remain unchanged, such Noteholder shall remain solely responsible to the other
parties hereto for the performance of such obligations, all amounts payable
under this Agreement or the other Transaction Documents shall be determined as
if such Noteholder had not sold such participating interests, and all parties
shall continue to deal solely and directly with such Noteholder in connection
with such Noteholder's rights and obligations under the Transaction Documents.

      (c) Except as provided in the applicable Note Purchase Agreement, any
Noteholder may, in the ordinary course of its business and in accordance with
Requirements of Law, at any time assign to one or more banks or other entities
all or any part of its rights and obligations under the Transaction Documents.

      Section 11.2. Trust Depositor's Repurchase Option.

      Following Trust Depositor's written notice to the Indenture Trustee and
the Facility Administrator at least twenty (20) days prior to a Payment Date, if
(i) the Receivable Balance of all Receivables in the Asset Pool is then less
than 10.00% of the aggregate Receivable Balances of the Receivables purchased
hereunder when so purchased and (ii) Bluegreen or an Affiliate of Bluegreen is
the Servicer, then the Trust Depositor may (but is not required to) repurchase
from the Trust on that Payment Date all outstanding Trust Assets at a price
equal to the Aggregate Outstandings. Such price is to be deposited in the
Collection Account one Business Day before such Payment Date, against the
Indenture Trustee's retransfer and release of the Receivables and related Trust
Assets to the Trust Depositor.

                                   ARTICLE XII

                                   TERMINATION

      Section 12.1. Sale of Trust Assets.

      (a) Upon any sale of the assets of the Trust pursuant to Section 9.02 of
the Trust Agreement, the Servicer shall instruct the Indenture Trustee to
deposit the proceeds from such sale after all payments and reserves therefrom
have been made (the "Insolvency Proceeds") in the Collection Account. On the
Payment Date on which the Insolvency Proceeds are deposited in the Collection
Account (or, if such

                                     - 52 -


proceeds are not so deposited on a Payment Date, on the Payment Date immediately
following such deposit), the Servicer shall instruct the Indenture Trustee to
allocate such Insolvency Proceeds and any funds remaining on deposit in the
Reserve Account (including the proceeds of any sale of investments therein) in
accordance with Section 2.11.

                                  ARTICLE XIII

                                  MISCELLANEOUS

      Section 13.1. Amendments and Waivers.

      (a) This Agreement may be amended from time to time by the Trust
Depositor, the Servicer, the Facility Administrator, the Indenture Trustee and
the Owner Trustee on behalf of the Trust, collectively, but without the consent
of the Noteholders, to correct manifest error, to cure any ambiguity, to correct
or supplement any provisions in this Agreement which are inconsistent with the
provisions herein which may be ambiguous or inconsistent with any other
provisions herein or in any other Transaction Document, as the case may be, or
to add any other provisions with respect to matters or questions arising under
this Agreement that shall not be inconsistent with the provisions of this
Agreement.

      (b) Without limiting Section 13.1(a) above, this Agreement may also be
amended from time to time by the Trust Depositor, the Servicer, the Facility
Administrator, the Indenture Trustee and the Owner Trustee on behalf of the
Trust, with the consent of the Note Majority, provided, however, that no such
amendment shall (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on the Receivables or
distributions which are required to be made on any Note, (ii) amend the Reserve
Account Required Amount or the manner in which the Reserve Account is funded,
(iii) change the interest rate on any Notes or adversely affects the priority of
payment of principal or interest made to the Noteholders or (iv) reduce the
aforesaid percentage required to consent to any such amendment, in each case
without the consent of all of the Noteholders. Unless otherwise expressly stated
in any Transaction Document, any provisions requiring the consent of the
Noteholders under the Transaction Documents shall require the consent of the
Note Majority.

      (c) Promptly after the execution of any such amendment or consent not
requiring Noteholder consent, the Indenture Trustee, as the case may be, shall
furnish written notification of the substance of such amendment or consent to
each Noteholder. It shall not be necessary for the consent of Noteholders
pursuant to Section 13.1(b) to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization by Noteholders of the execution thereof shall be subject to
such reasonable requirements the Indenture Trustee may prescribe.

      (d) Prior to the execution of any amendment to this Agreement, pursuant to
Section 13.1(a) the Indenture Trustee shall be entitled to receive and rely upon
an Opinion of Counsel stating that the execution of such amendment is authorized
or permitted by this Agreement. The Indenture Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Indenture
Trustee's own rights, duties or immunities under this Agreement or otherwise.

                                     - 53 -


      (e) Upon the execution of any amendment or consent pursuant to this
Section 13.1, this Agreement shall be modified in accordance therewith, and such
amendment or consent shall form a part of this Agreement for all purposes, and
every holder of Notes and Certificates theretofore or thereafter issued
hereunder shall be bound thereby.

      Section 13.2. Protection of Title to Trust.

      (a) The Servicer shall execute and file such financing statements and
cause to be executed and filed such continuation statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of the Trust, the Noteholders, the Indenture Trustee and
the Owner Trustee in the Trust Assets and in the proceeds thereof. The Servicer
shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture
Trustee file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.

      (b) Neither the Trust, the Trust Depositor nor the Servicer shall change
its name, identity or corporate structure in any manner that would, could or
might make any financing statement or continuation statement filed seriously
misleading within the meaning of Section 9-506 of the UCC, unless it shall have
given the Trust, the Owner Trustee, the Facility Administrator and the Indenture
Trustee at least 30 days' prior written notice thereof and shall have promptly
filed appropriate amendments to all previously filed financing statements or
continuation statements.

      (c) The Trust, the Trust Depositor and the Servicer shall give the
Facility Administrator, the Owner Trustee and the Indenture Trustee at least 30
days' prior written notice of any relocation of the principal executive office
of the Trust Depositor and the Servicer (in the case of notice provided by the
Servicer) if, as a result of such relocation, the applicable provisions of the
UCC would require filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement and shall promptly file
any such amendment or new financing statement. The Servicer shall at all times
maintain each office from which it shall service Receivables, and its principal
executive office, within the United States.

      (d) The Servicer shall maintain or cause to be maintained accounts and
records as to each Receivable accurately and in sufficient detail to permit (i)
the reader thereof to know at any time the status of such Receivable, including
payments and recoveries made and payments owing (and the nature of each) and
(ii) reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in or credited to the
Collection Account in respect of each Receivable.

      (e) The Servicer shall maintain or cause to be maintained its computer
systems so that, from and after the time of sale under this Agreement of the
Receivables, the Servicer's master computer records (including any backup
archives) that shall refer to a Receivable indicate clearly the interest of the
Trust and the Indenture Trustee in such Receivable and that such Receivable is
owned by the Trust and has been pledged to the Indenture Trustee. Indication of
the Trust's ownership of and the Indenture Trustee's interest in a Receivable
shall be deleted from or modified on the Servicer's computer systems when, and
only when, the Indenture Trustee's Lien on the related Receivable shall have
been released in accordance with the applicable provisions of the Transaction
Documents.

                                     - 54 -


      (f) If at any time the Trust Depositor or the Servicer shall propose to
sell, grant a security interest in, or otherwise transfer any interest in
vacation timeshare contracts to any prospective purchaser, lender or other
transferee, the Servicer shall give or cause to be given to such prospective
purchaser, lender or other transferee computer tapes, records or print-outs
(including any restored from back-up archives) that, if they shall refer in any
manner whatsoever to any Receivable, shall indicate clearly that such Receivable
has been sold and is owned by the Trust and has been pledged to the Indenture
Trustee.

      (g) Upon request, the Servicer shall furnish to the Facility Administrator
and the Indenture Trustee, within five Business Days, a list of all Receivables
then held as part of the Trust Assets, together with a reconciliation of such
list to the Schedule of Receivables and to each of the Monthly Reports furnished
before such request indicating removal of Receivables from the Trust.

      (h) The Servicer shall deliver to the Owner Trustee, the Facility
Administrator and the Indenture Trustee promptly after the execution and
delivery of this Agreement and of each amendment hereto, an Opinion of Counsel
either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements have been executed and filed that are
necessary fully to preserve and protect the interest of the Owner Trustee and
the Indenture Trustee and reciting the details of each filings or referring to
prior Opinions of Counsel in which such details are given, or (B) stating that,
in the opinion of such counsel, no such action shall be necessary to preserve
and protect such interest.

      Section 13.3. Notices, Etc.

      All notices, demands, certificates, requests and communications hereunder
("notices") shall be in writing and shall be effective (a) upon receipt when
sent through the U.S. mails, registered or certified mail, return receipt
requested, postage prepaid, with such receipt to be effective the date of
delivery indicated on the return receipt, or (b) one Business Day after delivery
to an overnight courier, or (c) on the date personally delivered to an
Authorized Officer of the party to which sent, or (d) on the date transmitted by
legible telefax transmission with a verbal confirmation of receipt (except that
notices and communications pursuant to Article II shall not be effective until
received with respect to any notice sent by mail or telex), in all cases
addressed to the recipient as follows:

      If to Bluegreen or the
            Servicer:              Bluegreen Corporation
                                   4960 Conference Way North, Suite 100
                                   Boca Raton, Florida 33431
                                   Attn: John Chiste
                                   Telephone No.: (561) 912-8010
                                   Telecopier No.: (561) 912-8123

      If to the Trust Depositor:   Bluegreen Receivables Finance Corporation VII
                                   4950 Communication Avenue, Suite 400
                                   Boca Raton, Florida 33431
                                   Attn: Allan Herz
                                   Telephone No.: (561) 912-8210
                                   Telecopier No.: (561) 912-8255

      If to the Trust or the
            Owner Trustee:         Wilmington Trust Company

                                     - 55 -


                                   Rodney Square North
                                   1100 North Market Street
                                   Wilmington, Delaware 19890-0001
                                   Attention: Corporate Trust Administration
                                   Telephone No.: (302) 636-6000
                                   Telecopier No.: (302) 636-4141

                                   with a copy (for so long as
                                   Bluegreen or an Affiliate thereof
                                   is the Servicer) to:

                                   Bluegreen Corporation
                                   4960 Conference Way North, Suite 100
                                   Boca Raton, Florida 33431
                                   Attn: John Chiste
                                   Telephone No.: (561) 912-8010
                                   Telecopier No.: (561) 912-8123

      If to the Facility
            Administrator:         General Electric Capital Corporation
                                   500 West Monroe Street
                                   Chicago, Illinois 60661
                                   Attention: Bluegreen Asset Manager
                                   Telecopier No.: (312) 441-7924

                                   with a copy to:

                                   General Electric Capital Corporation
                                   500 West Monroe Street
                                   Chicago, Illinois 60661
                                   Attention: In-House Counsel
                                   Telecopier No.: (312) 441-7872

      If to the Back-Up Servicer:  Concord Servicing Corporation
                                   6560 North Scottsdale Road
                                   Suite G-100
                                   Scottsdale, Arizona 85253
                                   Attn: Frederick G. Pink, Esq.
                                   Telecopier No.: (602) 951-8879

      If to the Indenture Trustee
            or the Custodian:      U.S. Bank National Association
                                   60 Livingston Avenue
                                   St. Paul, Minnesota 55107
                                   EP-MN-WS3D
                                   Attn: Structured Finance/BXG
                                         Owner Trust 2004-A
                                   Telecopier No.: (651) 495-8093

                                     - 56 -


      If to the Club Trustee:      4950 Communication Avenue, Suite 400
                                   Boca Raton, Florida 33431
                                   Attn: John Chiste
                                   Telephone No.: (561) 912-8010
                                   Telecopier No.: (561) 912-8123

      If to the Noteholders:       General Electric Capital Corporation
                                   500 West Monroe Street
                                   Chicago, Illinois 60661
                                   Attention: Bluegreen Asset Manager
                                   Telecopier No.: (312) 441-7924

                                   with a copy to:

                                   General Electric Capital Corporation
                                   500 West Monroe Street
                                   Chicago, Illinois 60661
                                   Attention: In-House Counsel
                                   Telecopier No.: (312) 441-7872

      Each party hereto may, by notice given in accordance herewith to each of
the other parties hereto, designate any further or different address to which
subsequent notices shall be sent.

      Section 13.4. No Waiver; Remedies.

      No failure on the part of the Facility Administrator or the Indenture
Trustee to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right. To the extent permitted by law, the remedies herein provided
are cumulative and not exclusive of any remedies provided by law.

      Section 13.5. Binding Effect.

      This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

      Section 13.6. Term of this Agreement.

      This Agreement, including, without limitation, the Servicer's, the Club
Trustee's and the Trust Depositor's obligation to observe their respective
covenants set forth in Article VI, shall remain in full force and effect until
all Aggregate Outstandings have been indefeasibly paid in full and all
commitments of the Noteholders to make any advances in respect of any Purchases
hereunder shall have terminated; provided, however, that the provisions of
Section 13.9 and 13.10 shall be continuing and shall survive any termination of
this Agreement.

                                     - 57 -


      Section 13.7. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION
TO VENUE.

      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF ILLINOIS. EACH OF THE PARTIES HERETO HEREBY AGREES TO THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN CHICAGO,
ILLINOIS. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM
NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN
ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

      Section 13.8. WAIVER OF JURY TRIAL.

      TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF
THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL
WITHOUT A JURY.

      Section 13.9. Costs, Expenses and Taxes.

      (a) Bluegreen and the Trust Depositor agree to pay or cause to be paid on
demand all reasonable out-of-pocket costs and expenses of the Trust, the
Indenture Trustee, the Facility Administrator or any Noteholder actually
incurred in connection with the preparation, execution, delivery, administration
(including periodic auditing), amendment or modification of, or any waiver or
consent issued in connection with, this Agreement and the other documents to be
delivered hereunder or in connection herewith, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Trust, the
Indenture Trustee, the Facility Administrator or any Noteholder with respect
thereto and with respect to advising the Trust, the Indenture Trustee, the
Facility Administrator or any Noteholder as to its respective rights and
remedies under this Agreement and the other documents to be delivered hereunder
or in connection herewith, and all costs and out-of-pocket expenses, if any
(including reasonable counsel fees and expenses), incurred by the Trust, the
Indenture Trustee, the Facility Administrator or any Noteholder in connection
with the enforcement of this Agreement and the other documents to be delivered
hereunder or in connection herewith.

      (b) Bluegreen and the Trust Depositor, jointly and severally, agree to
indemnify and hold the Trust, the Indenture Trustee, the Custodian, the Owner
Trustee, the Facility Administrator, each Noteholder and each of their
Affiliates, officers, directors, agents and employees (each an "Indemnified
Party") harmless against any and all damages, claims, losses, penalties, fines,
liabilities, fees, forfeitures, amounts paid in settlement, judgments,
reasonable attorneys' fees and related litigation costs, fees and expenses
(collectively, "Losses") which relate to or result from this Agreement and the
other Transaction Documents including, without limitation: (a) any action taken
by or on behalf of Bluegreen or the Trust Depositor relating to any Receivable
or related Trust Asset which is not permitted by or pursuant to the

                                     - 58 -


terms of this Agreement or any other Transaction Document, (b) any illegal act
or omission by Bluegreen or the Trust Depositor or any officer, director, agent
or employee of Bluegreen or the Trust Depositor, (c) any act or omission
constituting negligence or willful misconduct, or breach of fiduciary duty by
Bluegreen, the Club Trustee or the Trust Depositor or any officer, director,
agent or employee of Bluegreen or the Trust Depositor in connection with
Bluegreen's, the Club Trustee's or the Trust Depositor's performance under this
Agreement or the other Transaction Documents or any breach by Bluegreen, the
Club Trustee or the Trust Depositor of any of its obligations under this
Agreement or the other Transaction Documents, (d) any representation or warranty
made by Bluegreen, the Club Trustee or the Trust Depositor under or in
connection with this Agreement, any other Transaction Document or any other
information or report delivered by or on behalf of the Bluegreen or the Trust
Depositor pursuant hereto or thereto, which shall have been false or incorrect
when made or deemed made, (e) any failure of Bluegreen or the Trust Depositor or
any officer, director, agent or employee thereof to comply with any applicable
Requirement of Law with respect to any Receivable or Contract related thereto or
the nonconformity of any Receivable or Contract with any such Requirement of Law
or any failure of any Seller to keep or perform any of its obligations with
respect to any Contract, (f) the commingling by the Servicer or any of its
Affiliates of Collections of Receivables at any time with other funds of the
Servicer or its Affiliates, (g) any investigation, litigation or proceeding
arising out of or relating to this Agreement, the other Transaction Documents
and the transactions contemplated hereby or thereby or (h) any environmental or
products liability or similar claim arising out of or in connection with the
rights or services that are the subject of any Receivable, the related Trust
Assets or any Contract; provided, however that neither Bluegreen nor the Trust
Depositor shall be required to indemnify an Indemnified Party for or be liable
for the payment of any Losses resulting from the gross negligence or willful
misconduct of such Indemnified Party; provided further, however, that nothing
contained in this paragraph shall be construed to obligate Bluegreen or the
Trust Depositor to indemnify an Indemnified Party with respect to Losses
incurred as a result of the payment performance of the Receivables and related
Trust Assets, any credit problems of any Obligors or in respect of Excluded
Claims.

      (c) The Servicer agrees to indemnify and hold the Trust, the Owner
Trustee, the Indenture Trustee, the Noteholders and the Facility Administrator
and all of their officers, directors and employees harmless against any and all
Losses which result from: (a) any action taken by or on behalf of Bluegreen or
its Affiliates as the Servicer relating to any Receivable or related Trust Asset
which is not permitted by or pursuant to the terms of this Agreement, (b) any
illegal act or omission by Bluegreen or its Affiliates as Servicer, or (c) any
act or omission constituting gross negligence or willful misconduct by any
officer, director, agent or employee of Bluegreen or its Affiliates as Servicer
in connection with such party's performance under this Agreement.

      Section 13.10. No Bankruptcy Covenant.

      The parties hereto hereby covenant and agree that they will not institute
against, or join any other Person in instituting against, the Trust, the Trust
Depositor or the Club Trustee any involuntary Insolvency Proceedings or take any
action in contemplation or furtherance thereof.

      Section 13.11. Protection of Ownership Interests of the Trust; Intent of
Parties; Back-up Security Interest.

                                     - 59 -


      (a) The Trust Depositor agrees that from time to time, at its expense, it
will or will cause the Servicer to promptly execute and deliver all instruments
and documents, and take all actions, that may reasonably be necessary or
desirable, or that the Trust may reasonably request, to perfect, protect or more
fully evidence its ownership of and interest in the Trust Assets, or to enable
the Trust to exercise and enforce its rights and remedies hereunder.

      (b) If the Trust Depositor or the Servicer fails to perform any of its
obligations hereunder after ten (10) days' notice from the Trust, the Trust may
(but shall not be required to) perform, or cause performance of, such
obligation; and the Trust's costs and expenses incurred in connection therewith
shall be payable by the Trust Depositor (if the Servicer that fails to so
perform is the Trust Depositor or an Affiliate thereof) as provided in Section
12.9, as applicable. The Trust Depositor irrevocably authorizes the Trust and
appoints the Trust as its attorney-in-fact to act on behalf of the Trust
Depositor (i) to execute on behalf of the Trust Depositor as debtor and to file
financing statements necessary or desirable in the Trust's sole discretion to
perfect and to maintain the perfection and priority of the interest of the Trust
in the Trust Assets and (ii) to file a carbon, photographic or other
reproduction of this Agreement or any financing statement with respect to the
Trust Assets as a financing statement in such offices as the Trust in its sole
discretion deems necessary or desirable to perfect and to maintain the
perfection and priority of the interests of the Trust in the Trust Assets.

      Section 13.12. Back-up Security Interest. It is the intention of the
Sellers, the Trust Depositor and the Trust that the transactions contemplated by
the Sale and Contribution Agreement and this Agreement constitute an irrevocable
sale, assignment and transfer of ownership of the Assets transferred thereunder
and the Trust Assets transferred hereunder. Nevertheless, in the event a court
of competent jurisdiction were to ever determine that the transactions
contemplated by the Sale and Contribution Agreement and this Agreement were
secured financings rather than "true sales", each Seller has granted the Trust
Depositor in the Sale and Contribution Agreement and the Trust Depositor has
granted (and hereby grants to) the Trust a "security interest" (the term
security interest, as used throughout this Agreement, is used as defined in the
UCC) in the Trust Assets being conveyed hereunder, which is enforceable in
accordance with the UCC upon execution and delivery of this Agreement securing
the repayment of the purchase price paid hereunder and the obligations and/or
interests provided for in this Agreement and in the order and priorities, and
subject to the other terms and conditions of this Agreement and the other
Transaction Documents, together with such other obligations or interests as may
arise hereunder and thereunder in favor of the parties hereto and thereto. Upon
(i) the filing of UCC-1 financing statements naming the Trust as secured
party/buyer, the Trust Depositor, as debtor/seller, and the Indenture Trustee,
as assignee, and (ii) the Custodian, for the benefit of the Trust, taking
possession of the Receivables and Receivables Files, the Trust shall have a
first priority perfected security interest in the Trust Assets and Collections,
subject only to Permitted Liens. All filings (including, without limitation,
such UCC filings) as are necessary in any jurisdiction to perfect the interest
of the Trust in the Trust Assets and Collections have been (or prior to the
applicable Transfer Date will be) made. Upon (i) the filing of UCC-1 financing
statements naming the Indenture Trustee as secured party and the Trust as debtor
with respect to the Trust Assets and (ii) the Custodian, for the benefit of the
Indenture Trustee, taking possession of the Receivables and Receivables Files
and, in the case of Incremental Purchases or Substitute Assets on the applicable
Incremental Transfer Date or Substitute Asset Transfer Date, as applicable, the
Indenture Trustee shall have a first priority perfected security interest in the
Trust Assets, subject only to Permitted Liens. Neither the Trust Depositor nor
any Person claiming through or under Trust Depositor shall have any claim to or
interest in any of the Trust Assets, except to the extent set forth

                                     - 60 -


in Sections 2.11(a) and (b), as applicable, and if, notwithstanding the
expressed intention of the parties hereto, this Agreement constitutes the grant
of a security interest (for collateral purposes) in such property, except for
the interest of Trust Depositor in such property as a debtor for purposes of the
UCC.

      Section 13.13. Execution in Counterparts; Severability; Integration.

      This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. This
Agreement and the other Transaction Documents contain the final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof, superseding all prior
oral or written understandings.

      Section 13.14. Further Assurances. The Trust agrees that it will cooperate
with Bluegreen to facilitate the remarketing of Intervals and Vacation Points
relating to a Defaulted Receivable pursuant to Section 6.3(r). Additionally, in
the event Bluegreen is the "Servicer" hereunder, Bluegreen or the Club will be
the exclusive "broker" of the Intervals or Vacation Points, as the case may be.

      Section 13.15. Savings Clause. Notwithstanding anything to the contrary
stated herein, in the event Bluegreen is not acting as servicer hereunder, the
covenants in Section 6.3 shall remain in full force and effect with respect to
Bluegreen, and Bluegreen shall remain obligated to provide those Reports
described in Article IX hereof which it is able to continue to provide.

      Section 13.16. Limitation of Liability of Owner Trustee and Indenture
Trustee.

      (a) Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by Wilmington Trust Company, not in its
individual capacity but solely in its capacity as Owner Trustee of the Trust,
and in no event shall Wilmington Trust Company in its individual capacity or any
beneficial owner of the Trust have any liability for the representations,
warranties, covenants, agreements or other obligations of the Trust hereunder,
as to all of which recourse shall be had solely to the assets of the Trust. For
all purposes of this Agreement, in the performance of any duties or obligations
of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Articles VI, VII and VIII of the
Trust Agreement.

      (b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by U.S. Bank National Association, not in its
individual capacity but solely as Indenture Trustee, and in no event shall U.S.
Bank National Association have any liability for the representations,
warranties, covenants, agreements or other obligations of the Trust hereunder or
in any of the certificates, notices or agreements delivered pursuant hereto, as
to all of which recourse shall be had solely to the Trust Assets.

      Section 13.17. Confidentiality. For a period of one (1) year following
receipt thereof, GECC, each Noteholder (other than GECC) and each other owner of
any interest in a Note (an "Obligated

                                     - 61 -


Party") agrees to take normal and reasonable precautions and exercise due care
to maintain the confidentiality of all non-public information provided to it by
or on behalf of Bluegreen (individually and in its capacity as Servicer) under
this Agreement or any other Transaction Document, and no Obligated Party shall
use any such information other than in connection with or in enforcement of this
Agreement and the other Transaction Documents, except to the extent such
information (i) was or becomes generally available to the public other than as a
result of disclosure by an Obligated Party, or (ii) was or becomes available on
a non-confidential basis from a source other than Bluegreen, provided that such
source is not bound by a confidentiality agreement with Bluegreen known to such
Person; provided, however, that any Obligated Party (including any assignee
thereof) may disclose such information (A) at the request of, or pursuant to any
requirement of any such Person, or in connection with, an examination of such
Person by any regulatory authority; (B) pursuant to subpoena or other court
process; (C) when required to do so in accordance with the provisions of any
applicable requirement of law; (D) to the extent reasonably required in
connection with any litigation or proceeding to which such Person or any
Affiliates may be party; (E) to the extent reasonably required in connection
with the exercise of any remedy hereunder or under any other Transaction
Document; (F) to such Person's independent auditors and other professional
advisors; (G) to any participant or assignee, actual or potential, provided that
such participant or assignee agrees in writing to keep such information
confidential to the same extent required of such Person hereunder; (H) as to
such Person or its Affiliate, as expressly permitted under the terms of any
other document or agreement regarding confidentiality to which Bluegreen is
party or is deemed party with such Person or its Affiliates; (I) to its
Affiliates; provided such Affiliate is bound by the confidentiality provisions;
(J) to any rating agency or regulatory body overseeing such Person or any
assignee and (K) to any party providing liquidity or credit support to such
Person or any assignee; provided that such participant or assignee agrees in
writing to keep such information confidential to the same extent required of
such Person hereunder. Notwithstanding anything in this Agreement or any other
Transaction Document to the contrary, any information with respect to the "tax
treatment" or "tax structure" (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby shall not
be confidential and the Facility Administrator, the Indenture Trustee, the
Noteholders and the other parties hereto may disclose without limitation of any
kind any information with respect to the "tax treatment" or "tax structure" (in
each case, within the meaning of Treasury Regulation Section 1.6011-4);
provided, that to the extent any Transaction Document contains information that
relates to the "tax treatment" or "tax structure" and contains other
information, this paragraph shall only apply to the information regarding the
"tax treatment" or "tax structure." For purposes of this Section 13.17, the term
"GECC" shall refer solely to the real estate business of General Electric
Capital Corporation, it being understood that no other GECC business, component
or affiliate shall be bound hereby (unless and only to the extent the
confidential information is shared with such other GECC business, component or
affiliate). Each Obligated Party agrees to comply with the Graham-Leach-Bliley
Act of 1999 and the correlative Federal Trade Commission regulations to the
extent applicable to such Obligated Party and to the extent applicable to the
Trust Assets and the other confidential information provided to such Obligated
Party under the Transaction Documents. Each Obligated Party agrees to destroy
any confidential information in accordance with its document destruction
policies in effect from time to time.

                            [signature pages follow]

                                     - 62 -


      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

THE TRUST DEPOSITOR:               BLUEGREEN RECEIVABLES FINANCE CORPORATION VII

                                   By: /s/ ALLAN J. HERZ
                                       -----------------------------------------
                                   Printed Name: Allan J. Herz
                                   Title:  Vice President

THE SERVICER
AND BLUEGREEN:                     BLUEGREEN CORPORATION

                                   By: /s/ JOHN F. CHISTE
                                       -----------------------------------------
                                   Printed Name: John F. Chiste
                                   Title: Senior Vice President, Chief Financial
                                          Officer and  Treasurer

THE BACK-UP SERVICER:              CONCORD SERVICING CORPORATION

                                   By: /s/ FRED G. PINK
                                       -----------------------------------------
                                   Printed Name: Fred G. Pink
                                   Title: Vice President and General Counsel

                 Signature Page to Sale and Servicing Agreement



THE TRUST:                         BXG RECEIVABLES OWNER TRUST 2004-A

                                   By: Wilmington Trust Company, not
                                   individually but solely as Owner Trustee

                                   By: /s/ JANET R. HAVRILLA
                                       -----------------------------------------
                                   Printed Name: Janet R. Havrilla
                                   Title: Financial Services Officer

THE INDENTURE TRUSTEE
AND THE CUSTODIAN:                 U.S. BANK NATIONAL ASSOCIATION

                                   By: /s/ TAMARA SCHULTZ-FUGH
                                       -----------------------------------------
                                   Printed Name: Tamara Schultz-Fugh
                                   Title: Vice President

THE CLUB TRUSTEE:                  VACATION TRUST, INC., for itself and as Club
                                   Trustee under the Club Trust Agreement

                                   By: /s/ SHARI A. BASYE
                                       -----------------------------------------
                                       Printed Name: Shari A. Basye
                                       Title: Secretary/Treasurer

THE FACILITY ADMINISTRATOR:        GENERAL ELECTRIC CAPITAL CORPORATION

                                   By: /s/ SUSAN L. MCAFEE
                                       -----------------------------------------
                                   Printed Name: Susan L. McAfee
                                   Title: Senior Operations Manager

THE NOTEHOLDER:                    GENERAL ELECTRIC CAPITAL CORPORATION

                                   By: /s/ SUSAN L. MCAFEE
                                       -----------------------------------------
                                   Printed Name: Susan L. McAfee
                                   Title: Senior Operations Manager

                 Signature Page to Sale and Servicing Agreement



                                  SCHEDULE III

                       LOCATIONS AND STATE OF ORGANIZATION

BLUEGREEN CORPORATION

State of Incorporation:                   Massachusetts
Chief Executive Office:                   4960 Conference Way North, Suite 100
                                          Boca Raton, Florida 33431
Organizational ID No.:                    030300793

BLUEGREEN RECEIVABLES FINANCE CORPORATION VII

State of Incorporation:                   Delaware
Chief Executive Office:                   4950 Communication Avenue, Suite 400
                                          Boca Raton, Florida 33431
Organizational ID No.:                    3757772



                                    EXHIBIT C

                            LIST OF ELIGIBLE RESORTS

1.    Orlando's Sunshine Resort

2.    Orlando's Sunshine Resort II

3.    Shenandoah Crossing Resort and Country Club

4.    The Villas at Christmas Mountain

5.    The Timbers at Christmas Mountain Village

6.    Christmas Mountain Campground at Christmas Mountain Village

7.    The Resort at World Golf Village Condominium

8.    Shore Crest Vacation Villas II

9.    Harbour Lights Resort

10.   Lodge Alley Inn

11.   The Falls Village Resort

12.   Mountain Loft Resort

13.   Laurel Crest Resort

14.   Solara Surfside

15.   Mountain Run at Boyne

16.   La Cabana Beach & Racquet Club

17.   Grande Villas at World Golf Village

18.   Casa Del Mar Beach Resort

19.   Oasis Lakes Resort, a Condominium

EX-10.107

                                                                  EXHIBIT 10.107




================================================================================


                                 TRUST AGREEMENT

                                  BY AND AMONG

                 BLUEGREEN RECEIVABLES FINANCE CORPORATION VII,
                 AS TRUST DEPOSITOR AND RESIDUAL INTEREST OWNER,

                               GSS HOLDINGS, INC.
                                    AS OWNER

                                       AND

                            WILMINGTON TRUST COMPANY,
                                AS OWNER TRUSTEE




                           DATED AS OF AUGUST 3, 2004


================================================================================










                                TABLE OF CONTENTS



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ARTICLE I. DEFINITIONS............................................................................................1
   SECTION 1.01. CAPITALIZED TERMS................................................................................1
   SECTION 1.02. OTHER DEFINITIONAL PROVISIONS....................................................................3
   SECTION 1.03. USAGE OF TERMS...................................................................................3
   SECTION 1.04. SECTION REFERENCES...............................................................................3
   SECTION 1.05. ACCOUNTING TERMS.................................................................................3

ARTICLE II. ORGANIZATION..........................................................................................4
   SECTION 2.01. NAME.............................................................................................4
   SECTION 2.02. OFFICE...........................................................................................4
   SECTION 2.03. PURPOSES AND POWERS..............................................................................4
   SECTION 2.04. APPOINTMENT OF OWNER TRUSTEE.....................................................................5
   SECTION 2.05. CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE.......................................................5
   SECTION 2.06. DECLARATION OF TRUST.............................................................................5
   SECTION 2.07. LIABILITY OF TRUST DEPOSITOR.....................................................................5
   SECTION 2.08. TITLE TO TRUST PROPERTY..........................................................................6
   SECTION 2.09. SITUS OF TRUST...................................................................................6
   SECTION 2.10. REPRESENTATIONS AND WARRANTIES...................................................................6
   SECTION 2.11. FEDERAL INCOME TAX TREATMENT.....................................................................8
   SECTION 2.12. COVENANTS OF THE TRUST DEPOSITOR AND OWNER.......................................................9

ARTICLE III. CERTIFICATE AND TRANSFER OF INTERESTS...............................................................10
   SECTION 3.01. OWNERSHIP.......................................................................................10
   SECTION 3.02. THE TRUST CERTIFICATE...........................................................................10
   SECTION 3.03. AUTHENTICATION AND DELIVERY OF TRUST CERTIFICATE................................................10
   SECTION 3.04. REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST CERTIFICATE......................................11
   SECTION 3.05. OWNERSHIP.......................................................................................11
   SECTION 3.06. THE RESIDUAL INTEREST CERTIFICATE...............................................................12
   SECTION 3.07. AUTHENTICATION AND DELIVERY OF RESIDUAL INTEREST CERTIFICATE....................................12
   SECTION 3.08. REGISTRATION OF TRANSFER AND EXCHANGE OF RESIDUAL INTEREST CERTIFICATE..........................12
   SECTION 3.09. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES...............................................13
   SECTION 3.10. PERSONS DEEMED OWNERS...........................................................................13
   SECTION 3.11. ACCESS TO LIST OF CERTIFICATEHOLDER'S NAME AND ADDRESSES........................................13
   SECTION 3.12. MAINTENANCE OF OFFICE OR AGENCY.................................................................13
   SECTION 3.13. APPOINTMENT OF PAYING AGENT.....................................................................14
   SECTION 3.14. OWNERSHIP BY OWNER OF TRUST CERTIFICATE.........................................................14
   SECTION 3.15. OWNERSHIP BY TRUST DEPOSITOR OF RESIDUAL INTEREST CERTIFICATE...................................14

ARTICLE IV. ACTIONS BY OWNER TRUSTEE.............................................................................14
   SECTION 4.01. PRIOR NOTICE TO RESIDUAL INTEREST CERTIFICATEHOLDER WITH RESPECT TO CERTAIN MATTERS.............14
   SECTION 4.02. ACTION BY RESIDUAL INTEREST OWNER WITH RESPECT TO CERTAIN MATTERS...............................15
   SECTION 4.03. ACTION BY RESIDUAL INTEREST OWNER WITH RESPECT TO BANKRUPTCY....................................15
   SECTION 4.04. RESTRICTIONS ON RESIDUAL INTEREST OWNER'S POWER.................................................15

ARTICLE V. APPLICATION OF TRUST FUNDS; CERTAIN DUTIES............................................................16
   SECTION 5.01. RESERVED........................................................................................16


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   SECTION 5.02. APPLICATION OF TRUST FUNDS......................................................................16
   SECTION 5.03. METHOD OF PAYMENT...............................................................................16
   SECTION 5.04. NO SEGREGATION OF MONEYS; NO INTEREST...........................................................16
   SECTION 5.05. ACCOUNTING AND REPORTS TO THE CERTIFICATEHOLDER, THE INTERNAL REVENUE SERVICE AND OTHERS........16
   SECTION 5.06. SIGNATURE ON RETURNS; TAX MATTERS PARTNER.......................................................17

ARTICLE VI. AUTHORITY AND DUTIES OF OWNER TRUSTEE................................................................17
   SECTION 6.01. GENERAL AUTHORITY...............................................................................17
   SECTION 6.02. GENERAL DUTIES..................................................................................17
   SECTION 6.03. ACTION UPON INSTRUCTION.........................................................................17
   SECTION 6.04. NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN INSTRUCTIONS..............................19
   SECTION 6.05. NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR INSTRUCTIONS......................................19
   SECTION 6.06. RESTRICTIONS....................................................................................19

ARTICLE VII. CONCERNING THE OWNER TRUSTEE........................................................................19
   SECTION 7.01. ACCEPTANCE OF TRUSTS AND DUTIES.................................................................19
   SECTION 7.02. FURNISHING OF DOCUMENTS.........................................................................20
   SECTION 7.03. REPRESENTATIONS AND WARRANTIES OF THE OWNER TRUSTEE.............................................20
   SECTION 7.04. RELIANCE; ADVICE OF COUNSEL.....................................................................21
   SECTION 7.05. NOT ACTING IN INDIVIDUAL CAPACITY...............................................................21
   SECTION 7.06. OWNER TRUSTEE NOT LIABLE FOR TRUST CERTIFICATE, RESIDUAL INTEREST CERTIFICATE NOTES OR
                 RECEIVABLES.....................................................................................22
   SECTION 7.07. OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES....................................................22

ARTICLE VIII. COMPENSATION OF OWNER TRUSTEE......................................................................22
   SECTION 8.01. OWNER TRUSTEE'S FEES AND EXPENSES...............................................................22
   SECTION 8.02. INDEMNIFICATION.................................................................................22
   SECTION 8.03. PAYMENTS TO THE OWNER TRUSTEE...................................................................23

ARTICLE IX. TERMINATION OF TRUST AGREEMENT.......................................................................23
   SECTION 9.01. TERMINATION OF TRUST AGREEMENT..................................................................23
   SECTION 9.02. DISSOLUTION UPON BANKRUPTCY OF TRUST DEPOSITOR OR WITHDRAWAL OR REMOVAL OF TRUST DEPOSITOR......24

ARTICLE X. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES................................................24
   SECTION 10.01. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE.....................................................24
   SECTION 10.02. RESIGNATION OR REMOVAL OF OWNER TRUSTEE........................................................25
   SECTION 10.03. SUCCESSOR OWNER TRUSTEE........................................................................25
   SECTION 10.04. MERGER OR CONSOLIDATION OF OWNER TRUSTEE.......................................................26
   SECTION 10.05. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE..................................................26

ARTICLE XI. MISCELLANEOUS........................................................................................27
   SECTION 11.01. SUPPLEMENTS AND AMENDMENTS.....................................................................27
   SECTION 11.02. NO LEGAL TITLE TO TRUST ESTATE IN OWNER........................................................28
   SECTION 11.03. LIMITATIONS ON RIGHTS OF OTHERS................................................................28
   SECTION 11.04. NOTICES........................................................................................28
   SECTION 11.05. SEVERABILITY OF PROVISIONS.....................................................................29
   SECTION 11.06. COUNTERPARTS...................................................................................29
   SECTION 11.07. SUCCESSORS AND ASSIGNS.........................................................................29
   SECTION 11.08. NO PETITION....................................................................................29
   SECTION 11.09. NO RECOURSE....................................................................................29
   SECTION 11.10. HEADINGS.......................................................................................29
   SECTION 11.11. GOVERNING LAW..................................................................................29


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   SECTION 11.12. TRUST CERTIFICATE TRANSFER RESTRICTIONS........................................................30
   SECTION 11.13. TRUST DEPOSITOR PAYMENT OBLIGATION.............................................................30


                                    EXHIBITS

         Exhibit A  -   Form of Certificate of Trust............................................................A-1
         Exhibit B -1 - Form of Trust Certificate...............................................................B-1
         Exhibit B -2 - Form of Residual Interest Certificate...................................................B-2




                                     -iii-



         This TRUST AGREEMENT dated as of August __, 2004, is between BLUEGREEN
RECEIVABLES FINANCE CORPORATION VII, a Delaware corporation, as Trust Depositor
(the "TRUST DEPOSITOR" or the "RESIDUAL INTEREST OWNER"), GSS HOLDINGS, INC., as
owner (the "OWNER"), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as owner trustee (the "OWNER TRUSTEE").

         WHEREAS, in connection herewith and with the provisions of the Sale and
Servicing Agreement, the Trust Depositor is willing to convey the Trust Assets
to the Trust;

         WHEREAS, in connection herewith and with the provisions of the Sale and
Servicing Agreement, the Trust Depositor is willing to purchase the Residual
Interest Certificate (as defined herein) to be issued pursuant to this Agreement
and to assume certain rights and obligations pursuant hereto; and

         WHEREAS, the Owner is willing to purchase the Trust Certificate and
assume certain rights and obligations pursuant hereto:

         NOW, THEREFORE, the parties hereto hereby agree as follows:


                                   ARTICLE I.

                                   DEFINITIONS

         SECTION 1.01. CAPITALIZED TERMS. Capitalized terms used but not defined
in this Agreement shall have the meanings ascribed thereto in the Sale and
Servicing Agreement (as defined below) and the Definitions Annex made a part
thereof. Except as otherwise provided in this Agreement, whenever used in this
Agreement the following words and phrases, unless the context otherwise
requires, shall have the following meanings:

         "AGREEMENT" means this Trust Agreement, as the same may be amended and
supplemented from time to time.

         "BENEFIT PLAN" means (i) an employee benefit plan (as such term is
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any
entity whose underlying assets include plan assets by reason of a plan's
investment in the entity.

         "CERTIFICATE" or "CERTIFICATES" means, the Residual Interest
Certificate and the Trust Certificate.

         "CERTIFICATE OF TRUST" means the Certificate of Trust filed for the
Trust pursuant to Section 3810(a) of the Statutory Trust Statute, substantially
in the form of EXHIBIT A hereto.

         "CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR" mean the register
maintained and the registrar (or any successor thereto) appointed pursuant to
Section 3.04.

         "CERTIFICATEHOLDER" or "HOLDER" means with respect to the Trust
Certificate the Person in whose name the Trust Certificate is registered in the




Certificate Register, and with respect to the Residual Interest Certificate, the
person in whose name the Residual Interest Certificate is registered in the
Certificate Register.

         "CODE" means the Internal Revenue Code of 1986, as amended.

          "ERISA" means the Employment Retirement Income Security Act of 1974,
as amended.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXPENSES" shall have the meaning assigned to such term in Section
8.02.

         "FOREIGN PERSON" means any Person other than (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity organized
in or under the laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source, or (iv) a trust whose administration is subject to the
primary supervision of a court within the United States and which has one or
more U.S. fiduciaries who have authority to control all substantial decisions of
the Trust.

         "INDEMNIFIED PARTIES" shall have the meaning assigned to such term in
Section 8.02.

         "OWNER" means the holder of the Trust Certificate.

         "OWNER TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as owner trustee under
this Agreement, and any successor Owner Trustee hereunder.

         "OWNER TRUSTEE CORPORATE TRUST OFFICE" means the office of the Owner
Trustee at which its corporate trust business shall be administered, which
initially shall be 1100 North Market Street, Wilmington, Delaware 19890, Attn:
Corporate Trust Administration, or such other office at such other address as
the Owner Trustee may designate from time to time by notice to the
Certificateholder, the Servicer, the Indenture Trustee, the Trust Depositor and
the Facility Administrator.

         "PAYING AGENT" means any paying agent or co-paying agent appointed
pursuant to Section 3.10.

         "PERSON" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof) unincorporated organization or government or any agency or political
subdivision thereof.

         "RESIDUAL INTEREST OWNER" means the holder of the Residual Interest
Certificate.

         "RESIDUAL INTEREST CERTIFICATE" means the residual interest certificate
substantially in the form of Exhibit B-2 hereto, evidencing the economic, but
not equity interest in the Trust which economic interest shall be subordinate to
the rights of the Holders of the Notes in accordance with the terms of the
Transaction Documents.

         "SALE AND SERVICING AGREEMENT" means the Sale and Servicing Agreement,
dated as of the date hereof, among the Trust, the Trust Depositor, Bluegreen


                                      -2-


Corporation, as Servicer, Concord Servicing Corporation, as Back-Up Servicer,
Vacation Trust, Inc., as Club Trustee, U.S. Bank National Association, as
Indenture Trustee, the Noteholders and General Electric Capital Corporation, as
Facility Administrator, as the same may be amended or supplemented from time to
time.

         "SECRETARY OF STATE" means the Secretary of State of the State of
Delaware.

         "STATUTORY TRUST STATUTE" means Chapter 38 of Title 12 of the Delaware
Code, 12 DEL. CODEss.3801 ET seq., as the same may be amended from time to time.

         "TAX MATTERS PARTNER" shall have the meaning provided in Section
5.06(b) hereof.

         "TREASURY REGULATIONS" means regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "TRUST" means the trust established by this Agreement.

         "TRUST CERTIFICATE" means the trust certificate evidencing the
beneficial equity interest of an Owner in the Trust, substantially in the form
of EXHIBIT B-1 hereto.

          "TRUST ESTATE" means all right, title and interest of the Trust in and
to the property and rights assigned to the Trust pursuant to Article II of the
Sale and Servicing Agreement, all funds on deposit from time to time in the
Trust Accounts and all other property of the Trust from time to time, including
any rights of the Owner Trustee and the Trust all pursuant to the terms and
conditions of the Sale and Servicing Agreement and the Administration Agreement.

         SECTION 1.02. OTHER DEFINITIONAL PROVISIONS. Capitalized terms used
that are not otherwise defined herein shall have the meanings ascribed thereto
in Definitions Annex to the Sale and Servicing Agreement.

         SECTION 1.03. Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "WRITING" include
printing, typing, lithography and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
amendments, modifications and supplements thereto or any changes therein entered
into in accordance with their respective terms and not prohibited by this
Agreement; references to Persons include their permitted successors and assigns;
and the term "INCLUDING" means "INCLUDING WITHOUT LIMITATION".

         SECTION 1.04. SECTION REFERENCES. All section references, unless
otherwise indicated, shall be to Sections in this Agreement.

         SECTION 1.05. ACCOUNTING TERMS. All accounting terms used but not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles in the United States.

                                      -3-


                                  ARTICLE II.

                                  ORGANIZATION

         SECTION 2.01. NAME. The Trust created hereby shall be known as "BXG
RECEIVABLES OWNER TRUST 2004-A", in which name the Owner Trustee shall have the
power and authority and is hereby authorized and empowered to and may conduct
the business and activities of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

         SECTION 2.02. OFFICE. The office of the Trust shall be in care of the
Owner Trustee at the Owner Trustee Corporate Trust Office or at such other
address in Delaware as the Owner Trustee may designate by written notice to the
Owner and the Trust Depositor.

         SECTION 2.03. PURPOSES AND POWERS.

         (a) The sole purpose of the Trust is, and the Trust shall have the
power and authority, to manage the Trust Estate and collect and disburse the
periodic income therefrom for the use and benefit of the Residual Interest
Owner, and in furtherance of such purpose to engage in the following ministerial
activities:

             (i)     to issue the Notes pursuant to the Indenture and the Trust
                     Certificate and Residual Interest Certificate pursuant to
                     this Agreement and to sell the Notes;

             (ii)    with the proceeds of the sale of the Notes, to acquire the
                     Receivables and other Trust Assets, and to pay the
                     organizational, start-up and transactional expenses of the
                     Trust and to pay the balance to the Trust Depositor
                     pursuant to the Sale and Servicing Agreement;

             (iii)   to assign, grant, transfer, pledge, mortgage and convey the
                     Trust Estate pursuant to the Indenture and to hold, manage
                     and distribute to the Residual Interest Owner pursuant to
                     the Sale and Servicing Agreement any portion of the Trust
                     Estate released from the Lien of, and remitted to the Trust
                     pursuant to, the Indenture and the Sale and Servicing
                     Agreement;

             (iv)    to enter into and perform its obligations under the
                     Transaction Documents to which it is to be a party;

             (v)     to engage in those activities, including entering into
                     agreements, that are necessary, suitable or convenient to
                     accomplish the foregoing or are incidental thereto or
                     connected therewith; and

             (vi)    subject to compliance with the Transaction Documents, to
                     engage in such other activities as may be required in
                     connection with conservation of the Trust Estate and the
                     making of distributions to the Residual Interest Owner and
                     the Noteholders.

                                      -4-


The Trust shall not engage in any activities other than in connection with the
foregoing. Nothing contained herein shall be deemed to authorize the Owner
Trustee to engage in any business operations or any activities other than those
set forth in the introductory sentence of this Section. Specifically, the Owner
Trustee shall have no authority to engage in any business operations, or acquire
any assets other than those specifically included in the Trust Estate under
Section 1.01, or otherwise vary the assets held by the Trust. Similarly, the
Owner Trustee shall have no discretionary duties other than performing those
ministerial acts set forth above necessary to accomplish the purpose of this
Trust as set forth in the introductory sentence of this Section.

         SECTION 2.04. APPOINTMENT OF OWNER TRUSTEE. The Trust Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein, and the
Owner Trustee hereby accepts such appointment.

         SECTION 2.05. CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE. The Trust
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Trust Depositor, as of the date hereof,
of the foregoing contribution, which shall constitute the initial Trust Estate
(prior to giving effect to the conveyances described in the Sale and Servicing
Agreement). The Trust Depositor shall pay organizational expenses of the Trust
as they may arise or shall, upon the request of the Owner Trustee, promptly
reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

         SECTION 2.06. DECLARATION OF TRUST. The Owner Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the sole purpose of conserving the Trust Estate and
collecting and disbursing the periodic income therefrom for the use and benefit
of the Residual Interest Owner, subject to the obligations of the Trust under
the Transaction Documents. It is the intention of the parties that the Owner, as
holder of the Trust Certificate, be the sole equity owner of the Trust but have
no economic interest in the Trust. It is the intention of the parties hereto
that the Residual Interest Owner have solely an economic, but not an equity
interest in the Trust, and that the Trust not constitute a Subsidiary or
Affiliate of the Residual Interest Owner (or of any of its Affiliates) for any
purpose. It is the intention of the parties hereto that the Trust constitutes a
statutory trust under the Statutory Trust Statute and that this Agreement
constitutes the governing instrument of such statutory trust. It is the
intention of the parties hereto that the Trust be disregarded as a separate
entity for federal income tax purposes pursuant to Treasury Regulation Section
301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The parties
agree not to take any action inconsistent with such intended federal income tax
treatment. Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and duties set forth herein and in the Statutory Trust Statute
for the sole purpose and to the extent necessary to accomplish the purpose of
this Trust as set forth in the introductory sentence of Section 2.03.

         SECTION 2.07. LIABILITY OF TRUST DEPOSITOR.

         (a) Pursuant to Section 3803(a) of the Statutory Trust Statute, the
Trust Depositor shall be liable directly to and will indemnify any injured party
or any other creditor of the Trust for all losses, claims, damages, liabilities
and expenses of the Trust to the extent that the Trust Depositor would be liable
if the Trust were a partnership under the Delaware Revised Uniform Limited
Partnership Act in which Trust Depositor were a general partner; PROVIDED,
HOWEVER, that neither Trust Depositor nor Owner shall under any circumstances be
liable for any losses incurred by a Noteholder in the capacity of an investor in


                                      -5-


the Notes or for any losses in respect of the payment performance of the
Receivables. In addition, any third party creditors of the Trust (other than in
connection with the obligations described in the immediately preceding sentence
for which the Trust Depositor and Owner shall not be liable) shall be deemed
third party beneficiaries of the Trust Depositor's obligations under this
paragraph. The obligations of the Trust Depositor under this paragraph shall be
evidenced by the Residual Interest Certificate described in Section 3.12.

         (b) The Owner, solely by virtue of its being the Holder of the Trust
Certificate, shall not have any personal liability for any liability or
obligation of the Trust.

         SECTION 2.08. TITLE TO TRUST PROPERTY. Legal title to the Trust Estate
shall be vested at all times in the Trust as a separate legal entity except
where applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in an Owner Trustee or Owner Trustees, in which case title
shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a
separate trustee, as the case may be.

         SECTION 2.09. SITUS OF TRUST. The Trust will be located and
administered in the State of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the State of Florida or the
State of Delaware. The Trust shall not have any employees in any state other
than Delaware; PROVIDED, HOWEVER, that nothing herein shall restrict or prohibit
the Owner Trustee from having employees within or without the State of Delaware.
Payments will be received by the Trust only in Delaware and payments will be
made by the Trust only from Delaware. The only office of the Trust will be at
the Owner Trustee Corporate Trust Office.

         SECTION 2.10. REPRESENTATIONS AND WARRANTIES

         (a) REPRESENTATIONS AND WARRANTIES OF THE TRUST DEPOSITOR. The Trust
Depositor hereby represents and warrants to the Owner Trustee that:

             (i)     The Trust Depositor is duly organized and validly existing
                     as a corporation organized and existing and in good
                     standing under the laws of the State of Delaware, with
                     power and authority to own its properties and to conduct
                     its business and had at all relevant times, and has, power,
                     authority and legal right to acquire and own the Trust
                     Assets.

             (ii)    The Trust Depositor is duly qualified to do business as a
                     foreign corporation in good standing and has obtained all
                     necessary licenses and approvals in all jurisdictions in
                     which the ownership or lease of property or the conduct of
                     its business requires such qualifications except where the
                     failure to be so qualified or obtain such licenses or
                     approvals could not reasonably be expected to have a
                     Material Adverse Effect.

             (iii)   The Trust Depositor has the power and authority to execute
                     and deliver this Agreement and to carry out its terms; the
                     Trust Depositor has full power and authority to sell and
                     assign the property to be sold and assigned to and
                     deposited with the Owner Trustee on behalf of the Trust as
                     part of the Trust Estate and has duly authorized such sale


                                      -6-


                     and assignment and deposit with the Owner Trustee on behalf
                     of the Trust by all necessary corporate action; and the
                     execution, delivery and performance of this Agreement have
                     been duly authorized by the Trust Depositor by all
                     necessary corporate action.

             (iv)    The consummation of the transactions contemplated by this
                     Agreement and the fulfillment of the terms hereof do not
                     conflict with, result in any breach of any of the terms and
                     provisions of, nor constitute (with or without notice or
                     lapse of time) a default under, the certificate of
                     incorporation or bylaws of the Trust Depositor, or any
                     indenture, agreement or other instrument to which the Trust
                     Depositor is a party or by which it is bound; nor result in
                     the creation or imposition of any Lien upon any of the
                     properties of the Trust Depositor pursuant to the terms of
                     any such indenture, agreement or other instrument (other
                     than pursuant to the Transaction Documents); nor violate
                     any law or any order, rule or regulation applicable to the
                     Trust Depositor of any court or of any federal or state
                     regulatory body, administrative agency or other
                     governmental instrumentality having jurisdiction over the
                     Trust Depositor or its properties.

             (v)     All approvals, authorizations, consents, orders or other
                     actions of any person or any governmental entity required
                     in connection with the execution and delivery of this
                     Agreement and the fulfillment of the terms hereof have been
                     obtained.

             (vi)    There are no proceedings or investigations pending, or to
                     the Trust Depositor's best knowledge threatened, before any
                     court, regulatory body, administrative agency or other
                     governmental instrumentality having jurisdiction over the
                     Trust Depositor or its properties: (A) asserting the
                     invalidity of this Agreement, any of the other Transaction
                     Documents or the Residual Interest Certificate, (B) seeking
                     to prevent the issuance of the Residual Interest
                     Certificate or the consummation of any of the transactions
                     contemplated by this Agreement or any of the other
                     Transaction Documents, (C) seeking any determination or
                     ruling that might materially and adversely affect the
                     performance by the Trust Depositor of its obligations
                     under, or the validity or enforceability of, this
                     Agreement, any of the other Transaction Documents or the
                     Residual Interest Certificate or (D) involving the Trust
                     Depositor and which might adversely affect the federal
                     income tax or other federal, state or local tax attributes
                     of the Residual Interest Certificate.


         (b) REPRESENTATIONS AND WARRANTIES OF OWNER. The Owner hereby
represents and warrants to the Owner Trustee that:

             (i)     The Owner is duly organized and validly existing as a
                     corporation organized and existing and in good standing
                     under the laws of the State of Delaware, with power and
                     authority to own its properties and to conduct its
                     business.

             (ii)    The Owner is duly qualified to do business as a foreign
                     corporation in good standing and has obtained all necessary
                     licenses and approvals in all jurisdictions in which the
                     ownership or lease of property or the conduct of its
                     business requires such qualifications.

                                      -7-


             (iii)   The Owner has the power and authority to execute and
                     deliver this Agreement and to carry out its terms; and the
                     execution, delivery and performance of this Agreement have
                     been duly authorized by the Owner by all necessary
                     corporate action.

             (iv)    The consummation of the transactions contemplated by this
                     Agreement and the fulfillment of the terms hereof do not
                     conflict with, result in any breach of any of the terms and
                     provisions of, nor constitute (with or without notice or
                     lapse of time) a default under, the certificate of
                     incorporation or bylaws of the Owner, or any indenture,
                     agreement or other instrument to which the Owner is a party
                     or by which it is bound; nor result in the creation or
                     imposition of any Lien upon any of the properties of the
                     Owner pursuant to the terms of any such indenture,
                     agreement or other instrument (other than pursuant to the
                     Transaction Documents); nor violate any law or any order,
                     rule or regulation applicable to the Owner of any court or
                     of any federal or state regulatory body, administrative
                     agency or other governmental instrumentality having
                     jurisdiction over the Owner or its properties.

             (v)     All approvals, authorizations, consents, orders or other
                     actions of any person or any governmental entity required
                     in connection with the execution and delivery of this
                     Agreement and the fulfillment of the terms hereof have been
                     obtained.

             (vi)    There are no proceedings or investigations pending, or to
                     the Owner's best knowledge threatened, before any court,
                     regulatory body, administrative agency or other
                     governmental instrumentality having jurisdiction over the
                     Owner or its properties: (A) asserting the invalidity of
                     this Agreement, any of the other Transaction Documents or
                     the Trust Certificate, (B) seeking to prevent the issuance
                     of the Trust Certificate or the consummation of any of the
                     transactions contemplated by this Agreement or any of the
                     other Transaction Documents, (C) seeking any determination
                     or ruling that might materially and adversely affect the
                     performance by the Owner of its obligations under, or the
                     validity or enforceability of, this Agreement, any of the
                     other Transaction Documents or the Trust Certificate or (D)
                     involving the Owner and which might adversely affect the
                     federal income tax or other federal, state or local tax
                     attributes of the Trust Certificate.


         SECTION 2.11. FEDERAL INCOME TAX TREATMENT.

         (a) It is the intention of the Trust Depositor and the Owner that the
Trust be disregarded as a separate entity for federal income tax purposes
pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for
periods after January 1, 1997. The Trust Certificate constitutes the sole equity
interest in the Trust and must at all times be held by either the Owner or its
transferee as sole owner. The Residual Interest Certificate constitutes the
entire residual economic interest in the Trust (after payments to the
Noteholders in accordance with the terms of the Transaction Documents) and must
at all times be held by the Trust Depositor or its transferee. The Trust


                                      -8-


Depositor and the Owner agree not to take any action inconsistent with such
intended federal income tax treatment. Because for federal income tax purposes
the Trust will be disregarded as a separate entity, Trust items of income, gain,
loss and deduction for any month as determined for federal income tax purposes
shall be allocated entirely to the Trust Depositor (or subsequent purchaser of
the Residual Interest Certificate) as the sole owner of the residual economic
interest in the Trust.

         SECTION 2.12. COVENANTS OF THE TRUST DEPOSITOR AND OWNER. The Trust
Depositor and the Owner agree and covenant (severally, as applicable) that
during the term of this Agreement, and to the fullest extent permitted by
applicable law, that:

         (a) in the event that any litigation with claims in excess of $10,000
to which the Trust Depositor is a party which shall be reasonably likely to
result in a material judgment against the Trust Depositor that the Trust
Depositor will not be able to satisfy shall be commenced, during the period
beginning immediately following the commencement of such litigation and
continuing until such litigation is dismissed or otherwise terminated (and, if
such litigation has resulted in a final judgment against the Trust Depositor,
such judgment has been satisfied), the Trust Depositor shall not pay any
dividend to its Affiliates, or make any distribution on or in respect of its
capital stock to its Affiliates, or repay the principal amount of any
indebtedness of the Trust Depositor held by its Affiliates, unless after giving
effect to such payment, distribution or repayment, the Trust Depositor's liquid
assets shall not be less than the amount of actual damages claimed in such
litigation;

         (b) neither the Trust Depositor nor the Owner shall, for any reason,
institute proceedings for the Trust to be adjudicated a bankrupt or insolvent,
or consent to the institution of bankruptcy or insolvency proceedings against
the Trust, or file a petition seeking or consenting to reorganization or relief
under any applicable federal or state law relating to the bankruptcy of the
Trust, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Trust or a substantial
part of the property of the Trust or cause or permit the Trust to make any
assignment for the benefit of creditors, or admit in writing the inability of
the Trust to pay its debts generally as they become due, or declare or effect a
moratorium on the debt of the Trust or take any action in furtherance of any
such action;

         (c) neither the Trust Depositor nor the Owner shall create, incur or
suffer to exist any indebtedness or engage in any business, except, in each
case, as permitted by its certificate of incorporation, by-laws and the
Transaction Documents;

         (d) it shall obtain from each other party to each Transaction Document
to which it or the Trust is a party and each other agreement entered into on or
after the date hereof to which it or the Trust is a party, an agreement by each
such counterparty that prior to the occurrence of the event specified in Section
9.01(e) such counterparty shall not institute against, or join any other Person
in instituting against, it or the Trust, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceedings
under the laws of the United States or any state of the United States;

         (e) it shall not, for any reason, withdraw or attempt to withdraw from
this Agreement, dissolve, institute proceedings for it to be adjudicated a
bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against it, or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,


                                      -9-


trustee, sequestrator (or other similar official) of it or a substantial part of
its property, or make any assignment for the benefit of creditors, or admit in
writing its inability to pay its debts generally as they become due, or declare
or effect a moratorium on its debt or take any action in furtherance of any such
action; and

         (f) it shall not transfer the Trust Certificate (in the case of the
Owner) or the Residual Interest Certificate (in the case of the Trust Depositor)
unless the transferee agrees that it shall comply with the provisions of
paragraph (b) above.

                                  ARTICLE III.

                      CERTIFICATE AND TRANSFER OF INTERESTS

         SECTION 3.01. OWNERSHIP.

         (a) Upon the formation of the Trust by the contribution by the Trust
Depositor pursuant to Section 2.05 and until the issuance of the Trust
Certificate, the Owner shall be the sole equity owner of the Trust. The Trust
Certificate must at all times be held by either the Owner or its transferee as
sole owner.

         (b) No transfer of the Trust Certificate shall be made unless such
transfer is made in a transaction which does not require registration or
qualification under the Securities Act of 1933 or qualification under any state
securities or "Blue Sky" laws. Neither the Owner Trustee nor the Certificate
Registrar shall effect the registration of any transfer of the Trust Certificate
unless, (i) prior to such transfer the Owner Trustee shall have received a Tax
Opinion, and (ii) following such transfer, there would be no more than one
holder of the Trust Certificate and the holder of the Trust Certificate would
not be a Foreign Person, a partnership, Subchapter S corporation or grantor
trust.

         SECTION 3.02. THE TRUST CERTIFICATE. The Trust Certificate shall be
substantially in the form of EXHIBIT B-2 hereto. The Trust Certificate shall be
executed by the Owner Trustee on behalf of the Trust by manual or facsimile
signature of an authorized officer of the Owner Trustee and shall be deemed to
have been validly issued when so executed. The Trust Certificate bearing the
manual or facsimile signature of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Owner Trustee shall
be a valid and binding obligation of the Trust, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Trust Certificate or did not hold such
offices at the date of such Trust Certificate. The Trust Certificate shall be
dated the date of its authentication.

         SECTION 3.03. AUTHENTICATION AND DELIVERY OF TRUST CERTIFICATE. The
Owner Trustee shall cause to be authenticated and delivered upon the order of
the Trust Depositor, in exchange for the Receivables and the other Trust Assets,
simultaneously with the sale, assignment and transfer to the Trust of the
Receivables and other Trust Assets, and the constructive delivery to the Owner
Trustee of the Receivable Files and the other Trust Assets, a Trust Certificate
duly authenticated by the Owner Trustee, evidencing the entire ownership of the
Trust, and Notes issued by the Trust and authenticated by the Indenture Trustee
in aggregate principal amounts not to exceed, $125,000,000. No Trust Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Trust Certificate a certificate of
authentication substantially in the form set forth in the form of Trust
Certificate attached hereto as EXHIBIT B-2, executed by the Owner Trustee or its


                                      -10-


authenticating agent, by manual signature, and such certificate upon any Trust
Certificate shall be conclusive evidence, and the only evidence, that such Trust
Certificate has been duly authenticated and delivered hereunder. Upon issuance,
authorization and delivery pursuant to the terms hereof, the Trust Certificate
will be entitled to the benefits of this Agreement.

         SECTION 3.04. REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
CERTIFICATE.

         (a) The Certificate Registrar shall keep or cause to be kept, a
Certificate Register, subject to such reasonable regulations as it may
prescribe. The Certificate Register shall provide for the registration of Trust
Certificate and transfers and exchanges of the Trust Certificate as provided
herein. The Owner Trustee is hereby initially appointed Certificate Registrar
for the purpose of registering the Trust Certificate and transfers and exchanges
of the Trust Certificate as herein provided. In the event that, subsequent to
the Closing Date, the Owner Trustee notifies the Servicer that it is unable to
act as Certificate Registrar, the Servicer shall appoint another bank or trust
company, having an office or agency located in the State of Delaware, agreeing
to act in accordance with the provisions of this Agreement applicable to it, and
otherwise acceptable to the Owner Trustee, to act as successor Certificate
Registrar hereunder.

         (b) Upon surrender for registration of transfer of any Trust
Certificate at the Owner Trustee Corporate Trust Office, the Owner Trustee shall
execute, authenticate and deliver (or shall cause its authenticating agent to
authenticate and deliver), in the name of the designated transferee, one new
Trust Certificate having the same aggregate principal amount.

         (c) Every Trust Certificate presented or surrendered for registration
of transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Holder thereof or his attorney duly authorized in writing.

         (d) No service charge shall be made for any registration of transfer or
exchange of the Trust Certificate, but the Owner Trustee may require payment of
a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer of the Trust Certificate.

         (e) All Trust Certificates surrendered for registration of transfer
shall be canceled and subsequently destroyed by the Owner Trustee.

         SECTION 3.05. OWNERSHIP.

         (a) Upon the formation of the Trust by the contribution by the Trust
Depositor pursuant to Section 2.05 the Owner shall be the sole equity owner of
the Trust. The Residual Interest Certificate must at all times be held by either
the Residual Interest Owner or its transferee.

         (b) No transfer of the Residual Interest Certificate shall be made
unless such transfer is made in a transaction which does not require
registration or qualification under the Securities Act of 1933 or qualification
under any state securities or "Blue Sky" laws. Neither the Owner Trustee nor the
Certificate Registrar shall effect the registration of any transfer of the
Residual Interest Certificate unless, (i) prior to such transfer the Owner
Trustee shall have received a Tax Opinion, and (ii) following such transfer,
there would be no more than one holder of the Residual Interest Certificate and
the holder of the Residual Interest Certificate would not be a Foreign Person, a
partnership, Subchapter S corporation or grantor trust.



                                      -11-


         SECTION 3.06. THE RESIDUAL INTEREST CERTIFICATE. The Residual Interest
Certificate shall be substantially in the form of EXHIBIT B-2 hereto. The
Residual Interest Certificate shall be executed by the Owner Trustee on behalf
of the Trust by manual or facsimile signature of an authorized officer of the
Owner Trustee and shall be deemed to have been validly issued when so executed.
The Trust Certificate bearing the manual or facsimile signature of individuals
who were, at the time when such signatures were affixed, authorized to sign on
behalf of the Owner Trustee shall be a valid and binding obligation of the
Trust, notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Residual Interest
Certificate or did not hold such offices at the date of such Residual Interest
Certificate. The Residual Interest Certificate shall be dated the date of its
authentication.

         SECTION 3.07. AUTHENTICATION AND DELIVERY OF RESIDUAL INTEREST
CERTIFICATE. The Owner Trustee shall cause to be authenticated and delivered to
the Residual Interest Owner upon the order of the Trust Depositor,
simultaneously with the sale, assignment and transfer to the Trust of the
Receivables and other Trust Assets, and the constructive delivery to the Owner
Trustee of the Receivable Files and the other Trust Assets, a Residual Interest
Certificate duly authenticated by the Owner Trustee, evidencing the entire
residual economic (but no equity ownership) of the Trust, and Notes issued by
the Trust and authenticated by the Indenture Trustee in aggregate principal
amounts not to exceed, $125,000,000. No Residual Interest Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Residual Interest Certificate a certificate of
authentication substantially in the form set forth in the form of Residual
Interest Certificate attached hereto as EXHIBIT B-2, executed by the Owner
Trustee or its authenticating agent, by manual signature, and such certificate
upon any Residual Interest Certificate shall be conclusive evidence, and the
only evidence, that such Residual Interest Certificate has been duly
authenticated and delivered hereunder. Upon issuance, authorization and delivery
pursuant to the terms hereof, the Residual Interest Certificate will be entitled
to the benefits of this Agreement.

         SECTION 3.08. REGISTRATION OF TRANSFER AND EXCHANGE OF RESIDUAL
INTEREST CERTIFICATE.

         (a) The Certificate Registrar shall keep or cause to be kept, a
Certificate Register, subject to such reasonable regulations as it may
prescribe. The Certificate Register shall provide for the registration of
Residual Interest Certificate and transfers and exchanges of the Residual
Interest Certificate as provided herein. The Owner Trustee is hereby initially
appointed Certificate Registrar for the purpose of registering the Residual
Interest Certificate and transfers and exchanges of the Residual Interest
Certificate as herein provided. In the event that, subsequent to the Closing
Date, the Owner Trustee notifies the Servicer that it is unable to act as
Certificate Registrar, the Servicer shall appoint another bank or trust company,
having an office or agency located in the State of Delaware, agreeing to act in
accordance with the provisions of this Agreement applicable to it, and otherwise
acceptable to the Owner Trustee, to act as successor Certificate Registrar
hereunder.

         (b) Upon surrender for registration of transfer of any Residual
Interest Certificate at the Owner Trustee Corporate Trust Office, the Owner
Trustee shall execute, authenticate and deliver (or shall cause its
authenticating agent to authenticate and deliver), in the name of the designated
transferee, one new Residual Interest Certificate having the same aggregate
principal amount.



                                      -12-


         (c) Every Residual Interest Certificate presented or surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Owner Trustee and the Certificate Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing.

         (d) No service charge shall be made for any registration of transfer or
exchange of the Residual Interest Certificate, but the Owner Trustee may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer of the Residual Interest Certificate.

         (e) All Residual Interest Certificates surrendered for registration of
transfer shall be canceled and subsequently destroyed by the Owner Trustee.

         SECTION 3.09. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (i)
any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate
Registrar and the Owner Trustee such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of notice that such
Certificate has been acquired by a bona fide purchaser, the Owner Trustee on
behalf of the shall execute and the Owner Trustee or its authenticating agent
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and fractional undivided interest. In connection with the issuance of any
new Certificate under this Section, the Owner Trustee may require the payment by
the Holder of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

         SECTION 3.10. PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar and any of their respective agents may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 5.02 and for all other purposes
whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying
Agent or any of their respective agents shall be affected by any notice of the
contrary.

         SECTION 3.11. ACCESS TO LIST OF CERTIFICATEHOLDER'S NAME AND ADDRESSES.
The Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Trust Depositor, within 15 days after receipt by the Certificate Registrar of a
written request therefor from the Servicer or the Trust Depositor, the name and
address of the Certificateholder as of the most recent Record Date in such form
as the Servicer or the Trust Depositor may reasonably require. Every
Certificateholder, by receiving and holding a Certificate, agrees with the
Servicer, the Trust Depositor and the Owner Trustee that none of the Servicer,
the Trust Depositor or the Owner Trustee shall be held accountable by reason of
the disclosure of any such information as to the name and address of the
Certificateholder hereunder, regardless of the source from which such
information was derived.

         SECTION 3.12. MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee shall
maintain in Delaware, an office or offices or agency or agencies where the
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Owner Trustee in respect of the


                                      -13-


Certificates and this Agreement may be served. The Owner Trustee hereby
designates the Owner Trustee Corporate Trust Office as its office for such
purposes. The Owner Trustee shall give prompt written notice to the Trust
Depositor, the Servicer and to the Certificateholder of any change in the
location of the Certificate Register or any such office or agency.

         SECTION 3.13. APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
distributions to the Residual Interest Certificateholder pursuant to Section
5.02(a) and shall report the amounts of such distributions to the Owner Trustee.
The Owner Trustee may revoke such power and remove the Paying Agent if the Owner
Trustee determines in its sole discretion that the Paying Agent shall have
failed to perform its obligations under this Agreement in any material respect.
The Paying Agent initially shall be U.S. Bank National Association, and any
co-paying agent chosen by the Paying Agent that is acceptable to the Owner
Trustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Owner Trustee. In the event that U.S. Bank National
Association shall no longer be the Paying Agent, the Owner Trustee shall appoint
a successor to act as Paying Agent (which shall be a bank or trust company). The
Owner Trustee shall cause such successor Paying Agent or any additional Paying
Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Owner Trustee that, as Paying Agent, such successor Paying
Agent or additional Paying Agent will hold all sums, if any, held by it for
payment to the Certificateholder in trust for the benefit of the
Certificateholder entitled thereto until such sums shall be paid to such
Certificateholder. The Paying Agent shall return all unclaimed funds to the
Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Owner Trustee. The provisions of
Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its
role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent
and, to the extent applicable, to any other paying agent appointed hereunder.
Any reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

         SECTION 3.14. OWNERSHIP BY OWNER OF TRUST CERTIFICATE. Owner shall on
the Closing Date purchase from the Trust a Trust Certificate.

         SECTION 3.15. OWNERSHIP BY TRUST DEPOSITOR OF RESIDUAL INTEREST
CERTIFICATE. Trust Depositor shall on the Closing Date purchase from the Trust a
Residual Interest Certificate.

                                  ARTICLE IV.

                            ACTIONS BY OWNER TRUSTEE

         SECTION 4.01. PRIOR NOTICE TO RESIDUAL INTEREST CERTIFICATEHOLDER WITH
RESPECT TO CERTAIN MATTERS. Subject to the provisions and limitations of Section
4.04 with respect to the following matters, the Owner Trustee shall not take
action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Residual Interest Certificateholder in writing
of the proposed action, the Indenture Trustee shall have consented to such
action in the event any Notes are outstanding and the Residual Interest
Certificateholder shall not have notified the Owner Trustee in writing prior to
the 30th day after such notice is given that such Certificateholder has withheld
consent or provided alternative direction:

         (a) the initiation of any claim or lawsuit by the Trust (except claims
or lawsuits brought in connection with the collection of the Receivables) and


                                      -14-


the compromise of any action, claim or lawsuit brought by or against the Trust
(except with respect to the aforementioned claims or lawsuits for collection of
the Receivables);

         (b) the election by the Trust to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Statutory
Trust Statute);

         (c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

         (d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially and adversely affects the interest of the Residual Interest
Owner;

         (e) amendment, change or modification of the Administration Agreement,
except to cure any ambiguity or to amend or supplement any provision in a manner
or add any provision that would not materially and adversely affect the
interests of the Residual Interest Owner; or

         (f) the appointment pursuant to the Indenture of a successor Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a
successor Certificate Registrar, or the consent to the assignment by the Note
Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its
obligations under the Indenture or the Agreement, as applicable.

         SECTION 4.02. ACTION BY RESIDUAL INTEREST OWNER WITH RESPECT TO CERTAIN
MATTERS. Subject to the provisions and limitations of Section 4.04, the Owner
Trustee shall not have the power, except upon the written direction of the
Residual Interest Owner, to (a) remove the Trust Administrator pursuant to
Section 8 of the Administration Agreement, (b) appoint a successor Trust
Administrator pursuant to Section 8 of the Administration Agreement, (c) remove
the Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement, (d)
except as expressly provided in the Transaction Documents, sell the Receivables
or other Trust Assets after the termination of the Indenture, (e) initiate any
claim, suit or proceeding by the Trust or compromise any claim, suit or
proceeding brought by or against the Trust, (f) authorize the merger or
consolidation of the Trust with or into any other business trust or entity
(other than in accordance with Section 3.10 of the Indenture) or (g) amend the
Certificate of Trust. The Owner Trustee shall take the actions referred to in
the preceding sentence only upon written instructions signed by the Residual
Interest Owner.

         SECTION 4.03. ACTION BY RESIDUAL INTEREST OWNER WITH RESPECT TO
BANKRUPTCY. Subject to Sections 2.12(b) and (f), the Owner Trustee shall not
have the power to commence a voluntary proceeding in a bankruptcy relating to
the Trust without the prior approval of the Residual Interest Owner and the
delivery to the Owner Trustee by such Residual Interest Owner of a certificate
certifying that such Residual Interest Owner reasonably believes that the Trust
is insolvent.

         SECTION 4.04. RESTRICTIONS ON RESIDUAL INTEREST OWNER'S POWER. The
Residual Interest Owner shall not direct the Owner Trustee to take or to refrain
from taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Owner Trustee under this Agreement or any of the
Transaction Documents or would be contrary to the purpose of this Trust as set
forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any
such direction, if given.

                                      -15-


                                   ARTICLE V.

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         SECTION 5.01. RESERVED.

         SECTION 5.02. APPLICATION OF TRUST FUNDS.

         (a) On each Payment Date, the Paying Agent will distribute to the
Residual Interest Certificateholder amounts received pursuant to Section 2.11 of
the Sale and Servicing Agreement with respect to such Payment Date.

         (b) On each Payment Date, the Paying Agent shall send to the Residual
Interest Certificateholder the statement or statements provided to the Owner
Trustee by the Servicer pursuant to Section 9.4 of the Sale and Servicing
Agreement with respect to such Distribution Date.

         (c) In the event that any withholding tax is imposed on the Trust's
payment (or allocation of income) to the Residual Interest Certificateholder,
such tax shall reduce the amount otherwise distributable to the Residual
Interest Certificateholder in accordance with this Section. The Paying Agent is
hereby authorized and directed to retain from amounts otherwise distributable to
the Residual Interest Owner sufficient funds for the payment of any tax that is
legally owed by the Trust (but such authorization shall not prevent the Owner
Trustee from contesting any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). The amount of any withholding tax imposed with respect to the
Residual Interest Certificateholder shall be treated as cash distributed to such
Residual Interest Certificateholder at the time it is withheld by the Trust and
remitted to the appropriate taxing authority. If there is a reasonable
possibility that withholding tax is payable with respect to a distribution, the
Paying Agent may in its sole discretion withhold such amounts in accordance with
this paragraph (c).

         SECTION 5.03. METHOD OF PAYMENT. Subject to Section 9.01(c) respecting
the final payment upon retirement of the Residual Interest Certificate,
distributions required to be made to the Residual Interest Certificateholder of
record on the related Record Date shall be made by check mailed to such Residual
Interest Certificateholder at the address of such Residual Interest
Certificateholder appearing in the Certificate Register.

         SECTION 5.04. NO SEGREGATION OF MONEYS; NO INTEREST. Subject to
Sections 5.01 and 5.02, moneys received by the Owner Trustee hereunder need not
be segregated in any manner except to the extent required by law or the Sale and
Servicing Agreement and may be deposited under such general conditions as may be
prescribed by law, and the Owner Trustee shall not be liable for any interest
thereon.

         SECTION 5.05. ACCOUNTING AND REPORTS TO THE CERTIFICATEHOLDER, THE
INTERNAL REVENUE SERVICE AND OTHERS. The Owner Trustee shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis and the
accrual method of accounting, (b) deliver to the Residual Interest Owner, as may
be required by the Code and applicable Treasury Regulations, such information as
may be required to enable the Residual Interest Owner to prepare its federal and
state income tax returns, (c) file such tax returns relating to the Trust and
make such elections as from time to time may be required or appropriate under
any applicable state or federal statute or any rule or regulation thereunder so


                                      -16-


as to maintain the federal income tax treatment for the Trust as set forth in
Section 2.11, (d) cause such tax returns to be signed in the manner required by
law and (e) collect or cause to be collected any withholding tax as described in
and in accordance with Section 5.02(c) with respect to income or distributions
to Residual Interest Owner. The Owner Trustee shall elect under Section 1278 of
the Code to include in income currently any market discount that accrues with
respect to the Receivables. If applicable, the Owner Trustee shall not make the
election provided under Section 754 or Section 761 of the Code.

         SECTION 5.06. SIGNATURE ON RETURNS; TAX MATTERS PARTNER.

         (a) The Trust Depositor shall sign on behalf of the Trust the tax
returns of the Trust.

         (b) If Subchapter K of the Code should be applicable to the Trust, the
Residual Interest Certificateholder shall be designated the "TAX MATTERS
PARTNER" of the Trust pursuant to Section 6231(a)(7)(A) of the Code and
applicable Treasury Regulations.

                                  ARTICLE VI.

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.01. GENERAL AUTHORITY. Subject to the provisions and
limitations of Sections 2.03 and 2.06, the Owner Trustee is authorized and
directed to execute and deliver the Transaction Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit to
or contemplated by the Transaction Documents to which the Trust is to be a party
and any amendment or other agreement, as evidenced conclusively by the Owner
Trustee's execution thereof. In addition to the foregoing, the Owner Trustee is
authorized, but shall not be obligated, to take all actions required of the
Trust pursuant to the Transaction Documents. The Owner Trustee is further
authorized from time to time to take such action as the Trust Administrator
recommends with respect to the Transaction Documents.

         SECTION 6.02. GENERAL DUTIES. Subject to the provisions and limitations
of Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to
discharge (or cause to be discharged through the Trust Administrator) all of its
responsibilities pursuant to the terms of this Agreement and the Transaction
Documents to which the Trust is a party and to administer the Trust in the
interest of the Owner and the Residual Interest Owner, subject to the
Transaction Documents and in accordance with the provisions of this Agreement.
Without limiting the foregoing, the Owner Trustee shall on behalf of the Trust
file and prove any claim or claims that may exist against the Seller in
connection with any claims paying procedure as part of an insolvency or
receivership proceeding involving the Seller. Notwithstanding the foregoing, the
Owner Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the Transaction Documents to the extent the Trust
Administrator has agreed in the Administration Agreement to perform any act or
to discharge any duty of the Owner Trustee hereunder or under any Transaction
Document, and the Owner Trustee shall not be held liable for the default or
failure of the Trust Administrator to carry out its obligations under the
Administration Agreement.

         SECTION 6.03. ACTION UPON INSTRUCTION.

         (a) Subject to Article Four, in accordance with the terms of the
Transaction Documents the Owner may by written instruction direct the Owner
Trustee in the management of the Trust.


                                      -17-



         (b) Owner Trustee shall not be required to take any action hereunder or
under any other Transaction Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Owner Trustee or is contrary to the terms
hereof or of any other Transaction Document or is otherwise contrary to law.

         (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or under
any other Transaction Document, the Owner Trustee shall promptly give notice (in
such form as shall be appropriate under the circumstances) to the Owner and the
Residual Interest Owner requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Owner and the Residual Interest Owner
received, the Owner Trustee shall not be liable on account of such action to any
Person. If the Owner Trustee shall not have received appropriate instruction
within ten days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Agreement and the other
Transaction Documents, as it shall deem to be in the best interests of the Owner
and the Residual Interest Owner, and shall have no liability to any Person for
such action or inaction.

         (d) In the event that the Owner Trustee is unsure as to the
applicability of any provision of this Agreement or any other Transaction
Document or any such provision is ambiguous as to its application, or is, or
appears to be, in conflict with any other applicable provision, or in the event
that this Agreement permits any determination by the Owner Trustee or is silent
or incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Owner and the Residual Interest Owner requesting instruction and, to the extent
that the Owner Trustee acts or refrains from acting in good faith in accordance
with any such instruction received, the Owner Trustee shall not be liable, on
account of such action or inaction, to any Person. If the Owner Trustee shall
not have received appropriate instruction within ten days of such notice (or
within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action not inconsistent with this Agreement
or the other Transaction Documents, as it shall deem to be in the best interests
of the Owner and the Residual Interest Owner, and shall have no liability to any
Person for such action or inaction.

         (e) Notwithstanding anything contained herein to the contrary, the
Owner Trustee shall not be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will (i) require the
registration with, licensing by or the taking of any other similar action in
respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware by or with respect to the Owner
Trustee; (ii) result in any fee, tax or other governmental charge under the laws
of any jurisdiction or any political subdivisions thereof in existence on the
date hereof other than the State of Delaware being payable by the Owner Trustee;
or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction
other than the State of Delaware for causes of action arising from acts
unrelated to the consummation of the transactions by the Owner Trustee
contemplated in this Agreement. In the event that the Owner Trustee has
determined that any action set forth in clauses (i)-(iii) will result in the
consequences stated therein, the Trust Administrator and the Owner Trustee shall
appoint one or more Persons to act as co-trustee pursuant to Section 10.05.



                                      -18-


         SECTION 6.04. NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or any document or written instruction received by the Owner
Trustee pursuant to Section 6.03; and no implied duties or obligations shall be
read into this Agreement or any other Transaction Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to prepare or file any Commission filing for the Trust or to
record this Agreement or any other Transaction Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be necessary to discharge any Liens on any part of the Trust
Estate that result from actions by, or claims against, the Owner Trustee that
are not related to the ownership or the administration of the Trust Estate.

         SECTION 6.05. NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR
INSTRUCTIONS. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Trust Estate except (i) in accordance
with the powers granted to and the authority conferred upon the Owner Trustee
pursuant to this Agreement, (ii) in accordance with the other Transaction
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 6.03.

         SECTION 6.06. RESTRICTIONS. The Owner Trustee shall not take any action
(i) that is inconsistent with the purposes of the Trust set forth in Section
2.03 or (ii) that, to the actual knowledge of a Responsible Officer of the Owner
Trustee, would result in the Trust's becoming taxable as a corporation for
federal or state income tax purposes. Neither the Owner nor the Residual
Interest Owner shall direct the Owner Trustee to take actions that would violate
the provisions of this Section.

                                  ARTICLE VII.

                          CONCERNING THE OWNER TRUSTEE

         SECTION 7.01. ACCEPTANCE OF TRUSTS AND DUTIES. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all moneys actually received by it constituting
part of the Trust Estate upon the terms of the Transaction Documents and this
Agreement. The Owner Trustee shall not be answerable or accountable hereunder or
under any other Transaction Document under any circumstances, except (i) for its
own willful misconduct or negligence or (ii) in the case of the inaccuracy of
any representation or warranty contained in Section 7.03 expressly made by the
Owner Trustee. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

         (a) the Owner Trustee shall not be liable for any error of judgment
made by a responsible officer of the Owner Trustee which did not result from
gross negligence on the part of such responsible officer;



                                      -19-


         (b) the Owner Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in accordance with the instructions of the
Trust Administrator or the Owner and the Residual Interest Owner;

         (c) no provision of this Agreement or any other Transaction Document
shall require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers hereunder
or under any Transaction Document if the Owner Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;

         (d) under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Transaction Documents,
including the principal of and interest on the Notes;

         (e) the Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Trust Depositor or for the form, character, genuineness, sufficiency, value or
validity of any of the Trust Estate, or for or in respect of the validity or
sufficiency of the Transaction Documents, other than the certificate of
authentication on the Trust Certificate and the Residual Interest Certificate,
and the Owner Trustee shall in no event assume or incur any liability, duty, or
obligation to any Noteholder or to the Owner or the Residual Interest Owner,
other than as expressly provided for herein or expressly agreed to in the
Transaction Documents;

         (f) Neither the Owner Trustee nor the Owner shall be liable for the
default or misconduct of the Trust Administrator, the Trust Depositor, the
Residual Interest Owner, the Indenture Trustee or the Servicer under any of the
Transaction Documents or otherwise and the Owner Trustee shall have no
obligation or liability to perform the obligations of the Trust under this
Agreement or the other Transaction Documents that are required to be performed
by the Trust Administrator under the Administration Agreement, the Indenture
Trustee under the Indenture or the Servicer or the Trust Depositor under the
Sale and Servicing Agreement; and

         (g) the Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by the Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any other Transaction Document, at the request, order or direction
of the Owner or the Residual Interest Owner unless such Owner or the Residual
Interest Owner has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this Agreement or in any other
Transaction Document shall not be construed as a duty, and the Owner Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance of any such act.

         SECTION 7.02. FURNISHING OF DOCUMENTS. The Owner Trustee shall furnish
to the Owner and the Residual Interest Owner promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests,
demands, certificates, financial statements and any other instruments furnished
to the Owner Trustee under the Transaction Documents.

         SECTION 7.03. REPRESENTATIONS AND WARRANTIES OF THE OWNER TRUSTEE. The
Owner Trustee hereby represents and warrants to the Trust Depositor and the
Owner and the Residual Interest Owner that:



                                      -20-


         (a) It is a banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. It has all requisite
corporate power and authority to execute, deliver and perform its obligations
under this Agreement.

         (b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Agreement on its behalf.

         (c) Neither the execution nor the delivery by it of this Agreement, nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or provisions hereof will contravene any applicable
Requirements of Law, including, without limitation, federal or Delaware law,
governmental rule or regulation governing the banking or trust powers of the
Owner Trustee or any judgment or order binding on it, or constitute any default
under its charter documents or bylaws or any indenture, mortgage, contract,
agreement or instrument to which it is a party or by which any of its properties
may be bound or result in the creation or imposition of any Lien, charge or
encumbrance on the Trust Estate resulting from actions by or claims against the
Owner Trustee individually which are unrelated to this Agreement or the other
Transaction Documents.

         SECTION 7.04. RELIANCE; ADVICE OF COUNSEL.

         (a) The Owner Trustee shall incur no liability to anyone in acting upon
any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of determination of
which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.

         (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the other
Transaction Documents, the Owner Trustee (i) may act directly or through its
agents or attorneys pursuant to agreements entered into by any of them, and the
Owner Trustee shall not be liable for the conduct or misconduct of such agents
or attorneys as shall have been selected by the Owner Trustee with reasonable
care, and (ii) may consult with counsel, accountants and other skilled persons
to be selected with reasonable care and employed by it. The Owner Trustee shall
not be liable for anything done, suffered or omitted in good faith by it in
accordance with the written opinion or advice of any such counsel, accountants
or other such persons.

         SECTION 7.05. NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided in
this Article Seven, in accepting the trusts hereby created, Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any other Transaction
Document shall look only to the Trust Estate for payment or satisfaction
thereof.

                                      -21-


         SECTION 7.06. OWNER TRUSTEE NOT LIABLE FOR TRUST CERTIFICATE, RESIDUAL
INTEREST CERTIFICATE NOTES OR RECEIVABLES. The recitals contained herein and in
the Trust Certificate and the Residual Interest Certificate (other than the
signature and countersignature of the Owner Trustee and the certificate of
authentication on such Certificates) shall be taken as the statements of the
Trust Depositor, and neither the Owner Trustee nor the Owner assumes
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, any other
Transaction Document or the Certificates (other than the signature and
countersignature of the Owner Trustee and the certificate of authentication on
the Certificates) or the Notes, or of any Receivable or related documents. The
Owner Trustee shall at no time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Receivable, or the
perfection and priority of any security interest in any security relating to a
Receivable or the maintenance of any such perfection and priority, or for or
with respect to the sufficiency of the Trust Estate or its ability to generate
the payments to be distributed to the Residual Interest Certificateholder under
this Agreement or the Noteholders under the Indenture, including, without
limitation, the existence, condition and ownership of any Receivable; the
existence and enforceability of any insurance thereon; the existence and
contents of any Receivable on any computer or other record thereof; the validity
of the assignment of any Receivable to the Trust or of any intervening
assignment; the completeness of any Receivable; the performance or enforcement
of any Receivable; the compliance by the Trust Depositor or the Servicer with
any warranty or representation made under any Transaction Document or in any
related document or the accuracy of any such warranty or representation; or any
action of the Trust Administrator, the Indenture Trustee or the Servicer or any
subservicer taken in the name of the Owner Trustee.

         SECTION 7.07. OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES. The Owner
Trustee in its individual or any other capacity may become the owner or pledgee
of the Certificates or Notes and may deal with the Trust Depositor, the Owner,
the Residual Interest Owner, the Trust Administrator, the Indenture Trustee and
the Servicer in banking transactions with the same rights as it would have if it
were not Owner Trustee.

                                 ARTICLE VIII.

                          COMPENSATION OF OWNER TRUSTEE

         SECTION 8.01. OWNER TRUSTEE'S FEES AND EXPENSES. The Owner Trustee
shall receive as compensation for its services hereunder such fees as are
provided for and paid pursuant to Section 2.11 of the Sale and Servicing
Agreement. Additionally, the Owner Trustee shall be entitled to be reimbursed by
the Trust Depositor or Servicer for its other reasonable out-of-pocket expenses
hereunder, including the reasonable compensation, expenses and disbursements of
such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and its
duties hereunder.

         SECTION 8.02. INDEMNIFICATION. The Trust Depositor shall be liable as
primary obligor for, and shall indemnify the Owner Trustee and its successors,
assigns and servants (collectively, the "INDEMNIFIED PARTIES") from and against,
any and all liabilities, obligations, losses, damages, taxes, claims, actions
and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "EXPENSES") which may at any time be imposed on, incurred by or
asserted against the Owner Trustee or any Indemnified Party in any way relating
to or arising out of this Agreement, the other Transaction Documents, the Trust
Estate, the administration of the Trust Estate or the action or inaction of the


                                      -22-


Owner Trustee hereunder, except only that the Trust Depositor shall not be
liable for or required to indemnify an Indemnified Party from and against
Expenses arising or resulting from any of the matters described in the third
sentence of Section 7.01 or in respect of the payment performance of the
Receivables. The indemnities contained in this Section shall survive the
resignation or termination of the Owner Trustee or the termination of this
Agreement. In the event of any claim, action or proceeding for which indemnity
will be sought pursuant to this Section, the Owner Trustee's choice of legal
counsel shall be subject to the approval of the Trust Depositor, which approval
shall not be unreasonably withheld.

         SECTION 8.03. PAYMENTS TO THE OWNER TRUSTEE. Any amounts paid to the
Owner Trustee pursuant to this Article shall be deemed not to be a part of the
Trust Estate immediately after such payment.

                                  ARTICLE IX.

                         TERMINATION OF TRUST AGREEMENT

         SECTION 9.01. TERMINATION OF TRUST AGREEMENT.

         (a) This Trust shall dissolve upon written notice, which shall be
provided by the Trust Depositor to the Owner Trustee, only after the earlier of
(i) the date after the Facility Termination Date on which all Aggregate
Outstandings have been paid in full and final distribution of payments to the
Residual Interest Certificates as required hereunder (the "Trust Termination
Date"), (ii) dissolution of the Trust in accordance with applicable law and
(iii) the time provided in Section 9.02. The bankruptcy, liquidation,
dissolution, death or incapacity of any Owner, other than the Trust Depositor as
described in Section 9.02, shall not (i) operate to terminate this Agreement or
the Trust, (ii) entitle such Owner's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Trust Estate or (iii) otherwise
affect the rights, obligations and liabilities of the parties hereto.

         (b) Except as provided in Section 9.01(a), neither the Trust Depositor
nor any Holder shall be entitled to revoke or terminate the Trust.

         (c) Notice of any dissolution of the Trust, specifying the Payment Date
upon which the Residual Interest Certificateholder shall surrender its Residual
Interest Certificate to the Paying Agent for payment of the final distribution
and cancellation, shall be given by the Owner Trustee by letter to the
Certificateholder mailed within five Business Days of receipt of notice of
termination from the Servicer, stating (i) the Payment Date upon or with respect
to which final payment of the Residual Interest Certificate shall be made upon
presentation and surrender of the Residual Interest Certificate at the office of
the Paying Agent therein designated, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Residual Interest Certificate at the office of the Paying Agent therein
specified. The Owner Trustee shall give such notice to the Certificate Registrar
(if other than the Owner Trustee) and the Paying Agent at the time such notice
is given to the Residual Interest Certificateholder. Upon presentation and
surrender of the Residual Interest Certificates, the Paying Agent shall cause to
be distributed to the Residual Interest Certificateholder amounts distributable
on such Payment Date pursuant to Section 5.02.



                                      -23-


         (d) In the event that the Residual Interest Certificateholder shall not
surrender its Residual Interest Certificate for cancellation within six months
after the date specified in the above mentioned written notice, the Owner
Trustee shall give a second written notice to such Residual Interest
Certificateholder to surrender its Residual Interest Certificate for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice the Residual Interest Certificate shall not
have been surrendered for cancellation, the Owner Trustee may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
Residual Interest Certificateholder concerning surrender of its Residual
Interest Certificate, and the cost thereof shall be paid out of the funds and
other assets that shall remain subject to this Agreement. Any funds remaining in
the Trust after exhaustion of such remedies shall be distributed by the Owner
Trustee to the Trust Depositor.

         (e) Upon the winding up of the Trust and payment of all liabilities in
accordance with Section 3808 of the Statutory Trust Statute, the Owner Trustee
shall cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Statutory Trust Statute at which time the Trust shall
terminate. The Trust Administrator shall be the liquidator of the Trust.

         SECTION 9.02. DISSOLUTION UPON BANKRUPTCY OF TRUST DEPOSITOR OR
WITHDRAWAL OR REMOVAL OF TRUST DEPOSITOR. In the event that an Insolvency
Proceeding shall occur with respect to the Trust Depositor or the Trust
Depositor shall withdraw, liquidate or be removed from the Trust, this Agreement
shall be terminated in accordance with Section 9.01 ninety (90) days after the
date of such event. The Trust Depositor shall not voluntarily withdraw,
liquidate or be removed from the Trust. Promptly after the occurrence of any
Insolvency Proceeding with respect to the Trust Depositor, the Trust Depositor
shall give the Indenture Trustee, Owner Trustee and Facility Administrator
written notice thereof, and the Indenture Trustee shall give prompt written
notice to the Noteholders thereof. Upon a termination pursuant to this Section,
the Owner Trustee shall direct the Indenture Trustee promptly to sell the Trust
Assets in a commercially reasonable manner and on commercially reasonable terms.
The proceeds of such a sale of the Trust Assets shall be treated as Available
Amounts under the Sale and Servicing Agreement.

                                   ARTICLE X.

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         SECTION 10.01. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust
powers; and having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authorities; and
having (or having a parent that has) a rating of at least Baa3 by Moody's. If
such corporation shall publish reports of condition at least annually pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. Any
Person meeting the requirements for an owner trustee under this Section 10.01 is
referred to herein as "ELIGIBLE OWNER TRUSTEE". In case at any time the Owner
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Owner Trustee shall resign immediately in the manner and with the
effect specified in Section 10.02.



                                      -24-


         SECTION 10.02. RESIGNATION OR REMOVAL OF OWNER TRUSTEE. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof 30 days prior to the Trust Administrator. Upon
receiving such notice of resignation, the Trust Administrator shall promptly
appoint a successor Owner Trustee, which successor shall be an Eligible Owner
Trustee, by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Owner Trustee and one copy to the successor Owner
Trustee. If no successor Owner Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee which shall be an
Eligible Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Owner, or if at any time the Owner Trustee shall
be legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Trust Administrator, may remove the Owner Trustee. If the
Trust Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Owner shall promptly appoint a successor
Owner Trustee which shall be an Eligible Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing Owner
Trustee so removed and one copy to the successor Owner Trustee, and shall pay
all fees owed to the outgoing Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee.

         SECTION 10.03. SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Trust Administrator, and to its predecessor Owner Trustee an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Owner Trustee shall become effective, and such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement; and the Trust Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be an Eligible Owner Trustee pursuant to Section 10.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Trust Administrator shall mail notice thereof to the
Certificateholders, the Indenture Trustee, the Facility Administrator and the
Noteholders. If the Trust Administrator shall fail to mail such notice within


                                      -25-


ten days after acceptance of such appointment by the successor Owner Trustee,
the successor Owner Trustee shall cause such notice to be mailed at the expense
of the Trust Administrator.

         SECTION 10.04. MERGER OR CONSOLIDATION OF OWNER TRUSTEE. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, shall be the successor of the Owner Trustee
hereunder, without the execution or filing of any instrument or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; PROVIDED, that such corporation shall be eligible pursuant to
Section 10.01.

         SECTION 10.05. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Estate may at the time be located, the Trust Administrator and the
Owner Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trust
Administrator and Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or as separate trustee or separate trustees, of all or any part of the
Trust Estate, and to vest in such Person, in such capacity, such title to the
Trust or any part thereof and, subject to the other provisions of this Section,
such powers, duties, obligations, rights and trusts as the Trust Administrator
and the Owner Trustee may consider necessary or desirable. If the Trust
Administrator shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.03.

         Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

         (a) all rights, powers, duties and obligations conferred or imposed
upon the Owner Trustee shall be conferred upon and exercised or performed by the
Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Owner Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed, the Owner Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by
such separate trustee or co-trustee, but solely at the direction of the Owner
Trustee;

         (b) no trustee under this Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Agreement; and

         (c) the Trust Administrator and the Owner Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or co-trustee.

         Any notice, request or other writing given to the Owner Trustee shall
be deemed to have been given to each of the then separate trustees and


                                      -26-


co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of or affording protection
to, the Owner Trustee. Each such instrument shall be filed with the Owner
Trustee and a copy thereof given to the Trust Administrator and the Facility
Administrator.

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor co-trustee or separate trustee.

                                  ARTICLE XI.

                                  MISCELLANEOUS

         SECTION 11.01. SUPPLEMENTS AND AMENDMENTS.

         (a) The Agreement may be amended by the Trust Depositor, and the Owner
Trustee, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or to add any other provisions with respect to
matters or questions arising under this Agreement that shall not be inconsistent
with the provisions of this Agreement; PROVIDED, HOWEVER, that any such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder or the Certificateholders.

         (b) This Agreement may also be amended from time to time by the Trust
Depositor, and the Owner Trustee, with the consent of the Note Majority, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, or of modifying in any manner the rights of
the Noteholders or the Certificateholders; PROVIDED, HOWEVER, that no such
amendment shall increase or reduce in any manner the amount of, or accelerate or
delay the timing of, (i) collections of payments on Receivables or distributions
that shall be required to be made for the benefit of the Noteholders or the
Certificateholder, or (ii) eliminate the Certificateholders consent or reduce
the aforesaid percentage of the Outstanding Amount of the Notes required to
consent to any such amendment, without the consent of the Holders of all
outstanding Notes and the Residual Interest Certificate.

         (c) Prior to the execution of any such amendment or consent, the Trust
Depositor shall furnish written notification of the substance of such amendment
or consent, together with a copy thereof, to the Indenture Trustee, the Trust
Administrator and the Facility Administrator.

         (d) Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder. It shall not be necessary for
the consent of the Certificateholders, Noteholders or the Indenture Trustee
pursuant to this Section to approve the particular form of any proposed


                                      -27-


amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents (and any other
consents of the Certificateholders provided for in this Agreement or in any
other Transaction Document) and of evidencing the authorization of the execution
thereof by the Certificateholders shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.

         (e) Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

         (f) Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The Owner Trustee may, but shall not
be obligated to, enter into any such amendment that affects the Owner Trustee's
own rights, duties or immunities under this Agreement or otherwise.

         SECTION 11.02. NO LEGAL TITLE TO TRUST ESTATE IN OWNER. The Owner shall
not have legal title to any part of the Trust Estate. The Residual Interest
Owner shall be entitled to receive distributions with respect to its undivided
residual economic interest herein only in accordance with Articles V and IX. No
transfer, by operation of law or otherwise, of any right, title or interest of
the Owner or the Residual Interest Owner to and in their respective interests in
the Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Estate.

         SECTION 11.03. LIMITATIONS ON RIGHTS OF OTHERS. Except for Section
2.07, the provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Trust Depositor, the Owner, the Residual Interest Owner, the Trust
Administrator and, to the extent expressly provided herein, the Indenture
Trustee and the Noteholders, and nothing in this Agreement (other than Section
2.07), whether express or implied, shall be construed to give to any other
Person any legal or equitable right, remedy or claim in the Trust Estate or
under or in respect of this Agreement or any covenants, conditions or provisions
contained herein.

         SECTION 11.04. NOTICES. All notices, demands, certificates, requests
and communications hereunder ("NOTICES") shall be in writing and shall be
effective (a) upon receipt when sent through the U.S. mails, registered or
certified mail, return receipt requested, postage prepaid, with such receipt to
be effective the date of delivery indicated on the return receipt, or (b) one
Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to an Authorized Officer of the party to which sent, or (d)
on the date transmitted by legible telecopier transmission with a confirmation
of receipt, in all cases addressed to the recipient as set forth in the Sale and
Servicing Agreement for such party; provided that any notices to the Owner shall
be addressed as follows:

                                       GSS Holdings, Inc.
                                       114 West 47th Street
                                       Suite 1715
                                       New York, New York 10036
                                       Attn:  Kevin Burns
                                       Telecopier No.:  (212) 302-8767



                                      -28-


Each party hereto may, by notice given in accordance herewith to each of the
other parties hereto, designate any further or different address to which
subsequent notices shall be sent.

         SECTION 11.05. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions, or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

         SECTION 11.06. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

         SECTION 11.07. SUCCESSORS AND ASSIGNS. All Owner covenants and
agreements contained herein shall be binding upon, and inure to the benefit of,
each of the Trust Depositor, and the Owner Trustee and their respective
successors and permitted assigns and the Owner and the Residual Interest Owner
and their respective successors and permitted assigns, all as herein provided.
Any request, notice, direction, consent, waiver or other instrument or action by
the Owner or the Residual Interest Owner shall bind the successors and assigns
of the Owner or the Residual Interest Owner, as the case may be.

         SECTION 11.08. NO PETITION. The Owner Trustee, by entering into this
Agreement, each Certificateholder, by accepting a Certificate, and the Indenture
Trustee and each Noteholder, by accepting the benefits of this Agreement, hereby
covenant and agree that they will not at any time institute against the Trust
Depositor or the Trust, or join in any institution against the Trust Depositor,
or the Trust of, any bankruptcy proceedings under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to
the Certificates, the Notes, this Agreement or any of the other Transaction
Documents.

         SECTION 11.09. NO RECOURSE. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificate represents
equity (in the case of the Trust Certificate) or residual economic (in the case
of the Residual Interest Certificate) interests in the Trust only and do not
represent interests in or obligations of the Trust Depositor, the Servicer, the
Seller, the Trust Administrator, the Facility Administrator, the Owner Trustee,
the Indenture Trustee or any of their respective Affiliates and no recourse may
be had against such parties or their assets, except as may be expressly set
forth or contemplated in this Agreement, the Certificates or the other
Transaction Documents. The Owner by accepting the Trust Certificate (i)
acknowledges that such Trust Certificate represents an equity (but not economic)
interest in the Trust and Trust Assets only and does not represent an economic
interest in the Trust or Trust Assets or an interest in or an obligation of the
Trust Depositor, the Servicer, the Trust Administrator, the Owner Trustee or any
Affiliate of the foregoing, and no recourse may be had against any such party or
their assets, except as may be expressly set forth or contemplated in the
Transaction Documents and (ii) enters into the undertakings and agreements
provided for such Certificateholder set forth in Section 13.10 of the Sale and
Servicing Agreement.

         SECTION 11.10. HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         SECTION 11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS


                                      -29-


CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 11.12. TRUST CERTIFICATE TRANSFER RESTRICTIONS. The Trust
Certificate may not be acquired by or for the account of a Benefit Plan. By
accepting and holding a Trust Certificate, the Holder thereof shall be deemed to
have represented and warranted that it is not a Benefit Plan nor will it hold
such Trust Certificate for the account of a Benefit Plan. By accepting and
holding a Trust Certificate, the Holder thereof shall be deemed to have
represented and warranted that it is not a Benefit Plan.

         SECTION 11.13. TRUST DEPOSITOR PAYMENT OBLIGATION. The Trust Depositor
shall be responsible for payment of the Trust Administrator's compensation
pursuant to Section 3 of the Administration Agreement and shall reimburse the
Trust Administrator for all expenses and liabilities of the Trust Administrator
incurred thereunder.

                            [signature page follows]




                                      -30-




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers hereunto duly authorized, as of the
day and year first above written.

                                BLUEGREEN RECEIVABLES FINANCE
                                CORPORATION VII, as Trust Depositor and
                                Owner of the Residual Interest Certificate


                                By: /s/ ALLAN J. HERZ
                                ------------------------------------------
                                Printed Name: Allan J. Herz
                                Title: Vice President



                                WILMINGTON TRUST COMPANY,
                                as Owner Trustee


                                By: /s/ JANET R. HAVRILLA
                                ------------------------------------------
                                Printed Name: Janet R. Havrilla
                                Title: Financial Services Officer



                                GSS HOLDINGS, INC.,
                                as Owner of the Trust Certificate

                                By: /s/ KEVIN P. BURNS
                                ------------------------------------------
                                Printed Name: Kevin P. Burns
                                Title: Vice President


                       Signature Page to Trust Agreement


                                      -31-




                                    EXHIBIT A


                         FORM OF CERTIFICATE OF TRUST OF
                       BXG RECEIVABLES OWNER TRUST 2004-A

         This Certificate of Trust of BXG Receivables Owner Trust 2004-A (the
"TRUST"), dated __________, 2004, is being duly executed and filed by Wilmington
Trust Company, a Delaware banking corporation, as Owner Trustee, to form a
statutory trust under the Delaware Statutory Trust Act (12 DEL. CODE, ss. 3801
ET SEQ.).

         1. NAME. The name of the statutory trust formed hereby is BXG
Receivables Owner Trust 2004-A.

         2. DELAWARE TRUSTEE. The name and business address of the Owner Trustee
of the Trust in the State of Delaware is [name], [street], Wilmington, Delaware
19890.

         IN WITNESS WHEREOF, the undersigned, being the sole Owner Trustee of
the Trust, has executed this Certificate of Trust as of the date first above
written.

                     Wilmington Trust Company,
                     not in its individual capacity but solely as
                     Owner Trustee


                     By:
                        --------------------------------------------------
                          Printed  Name:
                                        ----------------------------------
                          Title:
                                ------------------------------------------



                                      A-1



                                   EXHIBIT B-1

                            FORM OF TRUST CERTIFICATE

THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE
EXTENT DESCRIBED IN THE SALE AND SERVICING AGREEMENT AND INDENTURE REFERRED TO
HEREIN.

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN
BLUEGREEN RECEIVABLES FINANCE CORPORATION VII, BLUEGREEN CORPORATION OR ANY
AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. THIS
TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE
CONDITIONS SET FORTH IN SECTION 3.04 OF THE TRUST AGREEMENT HAVE BEEN COMPLIED
WITH.

        THIS CERTIFICATE IS TRANSFERRABLE ONLY IN WHOLE AND NOT IN PART.

THIS TRUST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS TRUST
CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

                 BXG RECEIVABLES OWNER TRUST 2004-A CERTIFICATE


NO. 1


         THIS CERTIFIES THAT [__________________________________] is the
registered owner of 100% of the nonassessable, fully-paid, fractional undivided
equity interests in the BXG Receivables Owner Trust 2004-A (the "TRUST") formed
by Bluegreen Receivables Finance Corporation VII, a Delaware corporation (the
"TRUST DEPOSITOR").

         The Trust was created pursuant to a Trust Agreement, dated as of [ ],
2004 (as amended, restated and/or supplemented from time to time, the "TRUST
AGREEMENT"), among Bluegreen Receivables Finance Corporation VII, as Trust
Depositor (the "TRUST DEPOSITOR"), and [ ], as owner trustee (the "OWNER
TRUSTEE"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in (i) the Trust Agreement, (ii)
the Sale and Servicing Agreement, dated as of [ ], 2004 (the "SALE AND SERVICING
AGREEMENT"), among the Trust, Bluegreen Receivables Finance Corporation VII, as
depositor (the "TRUST DEPOSITOR"), Bluegreen Corporation, as Servicer (in such
capacity, the "SERVICER"), Concord Servicing Corporation, as Back-Up Servicer,
Vacation Trust, Inc., as Club Trustee, the Noteholders, General Electric Capital
Corporation, as Facility Administrator, and U.S. Bank National Association, as
Indenture Trustee (the "INDENTURE TRUSTEE") and Custodian (the "CUSTODIAN") or
(iii) the Indenture, dated as of [ ], 2004 (the "INDENTURE"), between the Trust
and the Indenture Trustee.



                                      B-1


         This Trust Certificate is the duly authorized Trust Certificate
designated as "BXG Receivables Owner Trust 2004-A Certificate" (the "TRUST
CERTIFICATE"). Also issued under the Indenture are a class of notes (the
"NOTES"). This Trust Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Trust Certificate by virtue of its acceptance hereof assents and
by which such Holder is bound. The holder of this Trust Certificate acknowledges
and agrees that its rights to receive distributions in respect of this Trust
Certificate are subordinated to the rights of the Noteholders to the extent
described in the Sale and Servicing Agreement and the Indenture.

         It is the intent of the Servicer, the Trust Depositor, Owner Trustee,
Indenture Trustee and the Certificateholder that, for purposes of federal
income, state and local income and single business tax and any other income
taxes, the Trust will be disregarded as a separate entity for federal income tax
purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) and that
all items of income, deduction, gain, loss or credit of the Trust will be
treated as such items of the Certificateholder. The Trust Depositor and any
other Certificateholder, by acceptance of a Trust Certificate, agrees to treat,
and to take no action inconsistent with such treatment of, the Trust for federal
income tax purposes.

         Each Certificateholder, by its acceptance of a Trust Certificate or
beneficial interest in a Trust Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Trust or the Trust
Depositor, or join in any institution against the Trust or the Trust Depositor
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Trust Certificate, the Notes, the Trust Agreement or any of the other
Transaction Documents.

         Distributions on this Trust Certificate will be made as provided in the
Trust Agreement by the Owner Trustee or its Agent by wire transfer or check
mailed to the Certificateholder of record in the Certificate Register without
the presentation or surrender of this Trust Certificate or the making of any
notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Trust Certificate will
be made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Trust Certificate
at the office or agency maintained for that purpose by the Owner Trustee in the
City of Wilmington, State of Delaware.

         Reference is hereby made to the further provisions of this Trust
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Trust Certificate shall not entitle the holder hereof to any benefit under
the Trust Agreement or any other Transaction Document or be valid for any
purpose.

         THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.




                                      B-2




                            [REVERSE OF CERTIFICATE]


         The Trust Certificate does not represent an obligation of, or an
interest in the Trust Depositor, the Servicer, the Owner Trustee, the Indenture
Trustee or any of their respective Affiliates and no recourse may be had against
such parties or their assets, except as expressly set forth or contemplated
herein or in the Trust Agreement or the other Transaction Documents. In
addition, this Trust Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections and
recoveries with respect to the Receivables and certain other amounts, in each
case as more specifically set forth herein and in the Sale and Servicing
Agreement. A copy of each of the Sale and Servicing Agreement and the Trust
Agreement may be examined by any Certificateholder upon written request during
normal business hours at the principal office of the Trust Depositor and at such
other places, if any, designated by the Trust Depositor.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Trust Depositor and the rights of the Certificateholder under the Trust
Agreement at any time by the Trust Depositor and the Owner Trustee with the
consent of the majority of the outstanding principal balance of the Notes. Any
such consent shall be conclusive and binding on the Holder and on all future
Holders of this Trust Certificate and of any Trust Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent is made upon this Trust Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holder of the Trust Certificate or any Noteholder.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Trust Certificate is registerable in the
Certificate Register upon surrender of this Trust Certificate for registration
of transfer at the offices or agencies of the Certificate Registrar maintained
by the Owner Trustee in Wilmington, Delaware, accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar in [ ], [ ] executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon a new Trust Certificate
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is the Owner Trustee.

         Except as provided in the Trust Agreement, the Trust Certificate is
issuable only as a registered Trust Certificate without coupons. No service
charge will be made for any registration of transfer of such Trust Certificate,
but the Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         The Owner Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name this Trust Certificate is
registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Registrar or any such agent shall be affected by any notice to
the contrary.

         The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholder
of all amounts required to be paid to such holder pursuant to the Trust
Agreement and the Sale and Servicing Agreement and the deposition of all


                                      B-3


property held as part of the Trust Estate. The Trust Depositor may at its option
purchase the Trust Estate at the times and at the prices specified in the Sale
and Servicing Agreement.

         The Trust Certificate may not be acquired by a Benefit Plan. By
accepting and holding this Trust Certificate, the Holder hereof, shall be deemed
to have represented and warranted that it is not a Benefit Plan and is not
acquiring this Trust Certificate or an interest therein for the account of such
an entity.




                                      B-4



         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Trust Certificate to be duly
executed.

Dated:        , 2004

                           BXG RECEIVABLES OWNER TRUST 2004-A

                           By:     Wilmington Trust Company, not in its
                                   individual capacity but solely as Owner
                                   Trustee

                           By:
                                   --------------------------------------------
                                   Authorized Signatory


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This the Trust Certificate referred to in the within-mentioned Trust
Agreement.

                           By:     Wilmington Trust Company, not in its
                                   individual capacity but solely as Owner
                                   Trustee

                           By:
                                   --------------------------------------------
                                   Authorized Signatory





                                      B-5


                                   ASSIGNMENT


   FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE




(Please print or type name and address, including postal zip code, of assignee)

- --------------------------------------------------------------------------------
the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

- --------------------------------------------------------------------------------
to transfer said Trust Certificate on the books of the Certificate Registrar,
will full power of substitution in the premises.

Dated:
       --------------------

Signature Guaranteed:



- -----------------------------------          ----------------------------------
NOTICE: Signature(s) must be                 NOTICE: The signature to this
guaranteed by an eligible guarantor          assignment must correspond with the
institution.                                 name of the registered owner as it
                                             appears on the face of the within
                                             Trust Certificate in every
                                             particular, without alteration or
                                             enlargement or any change whatever.




                                      B-6



                                   EXHIBIT B-2

                      FORM OF RESIDUAL INTEREST CERTIFICATE

THIS RESIDUAL INTEREST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
NOTES TO THE EXTENT DESCRIBED IN THE SALE AND SERVICING AGREEMENT AND INDENTURE
REFERRED TO HEREIN.

THIS RESIDUAL INTEREST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN
INTEREST IN BLUEGREEN RECEIVABLES FINANCE CORPORATION VII, BLUEGREEN CORPORATION
OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT.
THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
PLEDGED UNLESS THE CONDITIONS SET FORTH IN SECTION 3.04 OF THE TRUST AGREEMENT
HAVE BEEN COMPLIED WITH.

        THIS CERTIFICATE IS TRANSFERRABLE ONLY IN WHOLE AND NOT IN PART.

THIS RESIDUAL INTEREST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS RESIDUAL
INTEREST CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

                 BXG RECEIVABLES OWNER TRUST 2004-A CERTIFICATE


NO. 1


         THIS CERTIFIES THAT Bluegreen Receivables Finance Corporation VII is
the registered owner of 100% of the residual interest in the BXG Receivables
Owner Trust 2004-A (the "TRUST") formed by Bluegreen Receivables Finance
Corporation VII, a Delaware corporation (the "TRUST DEPOSITOR").

         The Trust was created pursuant to a Trust Agreement, dated as of [ ],
2004 (as amended, restated and/or supplemented from time to time, the "TRUST
AGREEMENT"), among Bluegreen Receivables Finance Corporation VII, as Trust
Depositor (the "TRUST DEPOSITOR"), and [ ], as owner trustee (the "OWNER
TRUSTEE"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in (i) the Trust Agreement, (ii)
the Sale and Servicing Agreement, dated as of [ ], 2004 (the "SALE AND SERVICING
AGREEMENT"), among the Trust, Bluegreen Receivables Finance Corporation VII, as
depositor (the "TRUST DEPOSITOR"), Bluegreen Corporation, as Servicer (in such
capacity, the "SERVICER"), Concord Servicing Corporation, as Back-Up Servicer,
Vacation Trust, Inc., as Club Trustee, the Noteholders, General Electric Capital
Corporation, as Facility Administrator, and U.S. Bank National Association, as
Indenture Trustee (the "INDENTURE TRUSTEE") and Custodian (the "CUSTODIAN") or
(iii) the Indenture, dated as of [ ], 2004 (the "INDENTURE"), between the Trust
and the Indenture Trustee.



                                      B-1


         This Residual Interest Certificate is the duly authorized Residual
Interest Certificate designated as "BXG Receivables Owner Trust 2004-A
CERTIFICATE" (the "Residual Interest Certificate"). Also issued under the
Indenture are a class of notes (the "NOTES"). This Residual Interest Certificate
is issued under and is subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the Holder of this Residual Interest
Certificate by virtue of its acceptance hereof assents and by which such Holder
is bound. The holder of this Residual Interest Certificate acknowledges and
agrees that its rights to receive distributions in respect of this Residual
Interest Certificate are subordinated to the rights of the Noteholders to the
extent described in the Sale and Servicing Agreement and the Indenture.

         It is the intent of the Servicer, the Trust Depositor, Owner Trustee,
Indenture Trustee and the Certificateholder that, for purposes of federal
income, state and local income and single business tax and any other income
taxes, the Trust will be disregarded as a separate entity for federal income tax
purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) and that
all items of income, deduction, gain, loss or credit of the Trust will be
treated as such items of the Certificateholder. The Trust Depositor and any
other Certificateholder, by acceptance of a Residual Interest Certificate,
agrees to treat, and to take no action inconsistent with such treatment of, the
Trust for federal income tax purposes.

         Each Certificateholder, by its acceptance of a Residual Interest
Certificate or beneficial interest in a Residual Interest Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
the Trust or the Trust Depositor, or join in any institution against the Trust
or the Trust Depositor any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any United States federal
or state bankruptcy or similar law in connection with any obligations relating
to the Residual Interest Certificate, the Notes, the Trust Agreement or any of
the other Transaction Documents.

         Distributions on this Residual Interest Certificate will be made as
provided in the Trust Agreement by the Owner Trustee or its Agent by wire
transfer or check mailed to the Certificateholder of record in the Certificate
Register without the presentation or surrender of this Residual Interest
Certificate or the making of any notation hereon. Except as otherwise provided
in the Trust Agreement and notwithstanding the above, the final distribution on
this Residual Interest Certificate will be made after due notice by the Owner
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Residual Interest Certificate at the office or agency
maintained for that purpose by the Owner Trustee in the City of Wilmington,
State of Delaware.

         Reference is hereby made to the further provisions of this Residual
Interest Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Residual Interest Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or any other Transaction Document or be valid
for any purpose.

         THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




                                      B-2




                            [REVERSE OF CERTIFICATE]


         The Residual Interest Certificate does not represent an obligation of,
or an interest in the Trust Depositor, the Servicer, the Owner Trustee, the
Indenture Trustee or any of their respective Affiliates and no recourse may be
had against such parties or their assets, except as expressly set forth or
contemplated herein or in the Trust Agreement or the other Transaction
Documents. In addition, this Residual Interest Certificate is not guaranteed by
any governmental agency or instrumentality and is limited in right of payment to
certain collections and recoveries with respect to the Receivables and certain
other amounts, in each case as more specifically set forth herein and in the
Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement
and the Trust Agreement may be examined by any Certificateholder upon written
request during normal business hours at the principal office of the Trust
Depositor and at such other places, if any, designated by the Trust Depositor.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Trust Depositor and the rights of the Certificateholder under the Trust
Agreement at any time by the Trust Depositor and the Owner Trustee with the
consent of the majority of the outstanding principal balance of the Notes. Any
such consent shall be conclusive and binding on the Holder and on all future
Holders of this Residual Interest Certificate and of any Residual Interest
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent is made upon this Residual
Interest Certificate. The Trust Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holder of the Residual
Interest Certificate or any Noteholder.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Residual Interest Certificate is
registerable in the Certificate Register upon surrender of this Residual
Interest Certificate for registration of transfer at the offices or agencies of
the Certificate Registrar maintained by the Owner Trustee in Wilmington,
Delaware, accompanied by a written instrument of transfer in form satisfactory
to the Owner Trustee and the Certificate Registrar in [ ], [ ] executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon a new Residual Interest Certificate evidencing the same aggregate
interest in the Trust will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Trust Agreement is the Owner Trustee.

         Except as provided in the Trust Agreement, the Residual Interest
Certificate is issuable only as a registered Residual Interest Certificate
without coupons. No service charge will be made for any registration of transfer
of such Residual Interest Certificate, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.

         The Owner Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name this Residual Interest
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, the Certificate Registrar or any such agent shall be affected by
any notice to the contrary.

         The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholder


                                      B-3


of all amounts required to be paid to such holder pursuant to the Trust
Agreement and the Sale and Servicing Agreement and the deposition of all
property held as part of the Trust Estate. The Trust Depositor may at its option
purchase the Trust Estate at the times and at the prices specified in the Sale
and Servicing Agreement.

         The Residual Interest Certificate may not be acquired by a Benefit
Plan. By accepting and holding this Residual Interest Certificate, the Holder
hereof, shall be deemed to have represented and warranted that it is not a
Benefit Plan and is not acquiring this Residual Interest Certificate or an
interest therein for the account of such an entity.



                                      B-4



         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Residual Interest Certificate to be
duly executed.

Dated:        , 2004

                               BXG RECEIVABLES OWNER TRUST 2004-A

                               By:     Wilmington Trust Company, not in its
                                       individual capacity but solely as Owner
                                       Trustee

                               By:
                                       ----------------------------------------
                                       Authorized Signatory


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This the Residual Interest Certificate referred to in the
within-mentioned Trust Agreement.

                               By:     Wilmington Trust Company, not in its
                                       individual capacity but solely as Owner
                                       Trustee

                               By:
                                       ----------------------------------------
                                       Authorized Signatory

                                      B-5


                                   ASSIGNMENT


   FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE




(Please print or type name and address, including postal zip code, of assignee)

- --------------------------------------------------------------------------------
the within Residual Interest Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing

- --------------------------------------------------------------------------------
to transfer said Residual Interest Certificate on the books of the Certificate
Registrar, will full power of substitution in the premises.

Dated:
       --------------------

Signature Guaranteed:


- ------------------------------------        -----------------------------------
NOTICE: Signature(s) must be                NOTICE: The signature to this
guaranteed by an eligible guarantor         assignment must correspond with the
institution.                                name of the registered owner as it
                                            appears on the face of the within
                                            Residual Interest Certificate in
                                            every particular, without alteration
                                            or enlargement or any change
                                            whatever.

                                      B-6

EX-10.108

                                                                  EXHIBIT 10.108

                                    INDENTURE

                                     BETWEEN

                       BXG RECEIVABLES OWNER TRUST 2004-A,
                                    AS ISSUER

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION,
                              AS INDENTURE TRUSTEE

                           DATED AS OF AUGUST 3, 2004



                                                                                                                
ARTICLE I                  DEFINITIONS AND INCORPORATION BY REFERENCE.........................................      1
     SECTION 1.1.          Definitions........................................................................      1
     SECTION 1.2.          Rules of Construction..............................................................      1

ARTICLE II                 THE NOTES..........................................................................      2
     SECTION 2.1.          Form...............................................................................      2
     SECTION 2.2.          Execution, Authentication and Delivery.............................................      2
     SECTION 2.3.          Temporary Notes....................................................................      2
     SECTION 2.4.          Registration: Registration of Transfer and Exchange................................      3
     SECTION 2.5.          Mutilated, Destroyed, Lost or Stolen Notes.........................................      4
     SECTION 2.6.          Persons Deemed Owner...............................................................      4
     SECTION 2.7.          Payment of Principal and Interest - Defaulted Interest.............................      4
     SECTION 2.8.          Cancellation.......................................................................      5
     SECTION 2.9.          Release of Collateral..............................................................      5
     SECTION 2.10.         Definitive Notes...................................................................      5
     SECTION 2.11.         Transfer Restrictions..............................................................      5
     SECTION 2.12.         CUSIP Numbers......................................................................      8

ARTICLE III                COVENANTS; REPRESENTATIONS AND WARRANTIES..........................................      8
     SECTION 3.1.          Payment of Principal and Interest..................................................      8
     SECTION 3.2.          Maintenance of Office or Agency....................................................      9
     SECTION 3.3.          Money for Payments To Be Held in Trust.............................................      9
     SECTION 3.4.          Existence..........................................................................     10
     SECTION 3.5.          Protection of the Collateral.......................................................     10
     SECTION 3.6.          Intentionally Omitted..............................................................     11
     SECTION 3.7.          Performance of Obligations; Servicing of Receivables...............................     11
     SECTION 3.8.          Negative Covenants.................................................................     12
     SECTION 3.9.          Issuer May Consolidate, etc., Only on Certain Terms................................     13
     SECTION 3.10.         Successor or Transferee............................................................     14
     SECTION 3.11.         No Other Business..................................................................     15
     SECTION 3.12.         No Borrowing.......................................................................     15
     SECTION 3.13.         Servicer's Obligations.............................................................     15
     SECTION 3.14.         Guarantees, Loans, Advances and Other Liabilities..................................     15
     SECTION 3.15.         Capital Expenditures...............................................................     15
     SECTION 3.16.         Notice of Defaults and Events of Default...........................................     15
     SECTION 3.17.         Further Instruments and Acts.......................................................     15
     SECTION 3.18.         Compliance with Laws...............................................................     15
     SECTION 3.19.         Tax Treatment......................................................................     15
     SECTION 3.20.         Investment Company Act.............................................................     15
     SECTION 3.21.         Conduct of Business................................................................     15
     SECTION 3.22.         Annual Statement as to Compliance..................................................     16
     SECTION 3.23.         Representations and Warranties of the Issuer.......................................     16

ARTICLE IV                 SATISFACTION AND DISCHARGE.........................................................     17
     SECTION 4.1.          Satisfaction and Discharge of Indenture............................................     17
     SECTION 4.2.          Application of Trust Money.........................................................     17



                                       i


                                                                                                                
     SECTION 4.3.          Repayment of Moneys Held by Paying Agent...........................................     18

ARTICLE V                  EVENTS OF DEFAULT; REMEDIES........................................................     18
     SECTION 5.1.          Events of Default..................................................................     18
     SECTION 5.2.          Acceleration of Maturity...........................................................     19
     SECTION 5.3.          Rescission and Annulment...........................................................     19
     SECTION 5.4.          Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..........     20
     SECTION 5.5.          Remedies; Priorities...............................................................     21
     SECTION 5.6.          Optional Preservation of the Receivables...........................................     22
     SECTION 5.7.          Limitation of Suits................................................................     23
     SECTION 5.8.          Unconditional Rights of Noteholders To Receive Principal and Interest..............     23
     SECTION 5.9.          Restoration of Rights and Remedies.................................................     23
     SECTION 5.10.         Rights and Remedies Cumulative.....................................................     23
     SECTION 5.11.         Delay or Omission Not a Waiver.....................................................     23
     SECTION 5.12.         Control by Noteholders.............................................................     24
     SECTION 5.13.         Waiver of Past Defaults............................................................     24
     SECTION 5.14.         Undertaking for Costs..............................................................     24
     SECTION 5.15.         Waiver of Stay or Extension Laws...................................................     25
     SECTION 5.16.         Action on Notes....................................................................     25
     SECTION 5.17.         Performance and Enforcement of Certain Obligations.................................     25

ARTICLE VI                 THE INDENTURE TRUSTEE..............................................................     25
     SECTION 6.1.          Duties of the Indenture Trustee....................................................     25
     SECTION 6.2.          Rights of Indenture Trustee........................................................     27
     SECTION 6.3.          Individual Rights of the Indenture Trustee.........................................     28
     SECTION 6.4.          Indenture Trustee's Disclaimer.....................................................     28
     SECTION 6.5.          Notice of Defaults.................................................................     28
     SECTION 6.6.          Reports by Indenture Trustee to the Holders........................................     28
     SECTION 6.7.          Compensation and Indemnity.........................................................     28
     SECTION 6.8.          Replacement of the Indenture Trustee...............................................     28
     SECTION 6.9.          Successor Indenture Trustee by Merger..............................................     29
     SECTION 6.10.         Appointment of Co-Trustee or Separate Trustee......................................     30
     SECTION 6.11.         Eligibility; Disqualification......................................................     31
     SECTION 6.12.         Representations and Warranties of Indenture Trustee................................     31

ARTICLE VII                NOTEHOLDERS' LISTS AND REPORTS.....................................................     32
     SECTION 7.1.          Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.............     32
     SECTION 7.2.          Preservation of Information: Communications to Noteholders.........................     32

ARTICLE VIII               ACCOUNTS, DISBURSEMENTS AND RELEASES...............................................     32
     SECTION 8.1.          Collection of Money................................................................     32
     SECTION 8.2.          Trust Accounts.....................................................................     32
     SECTION 8.3.          General Provisions Regarding Accounts..............................................     32
     SECTION 8.4.          Release of Collateral..............................................................     33

ARTICLE IX                 SUPPLEMENTAL INDENTURES............................................................     33
     SECTION 9.1.          Supplemental Indentures Without Consent of Noteholders.............................     33



                                       ii


                                                                                                                
     SECTION 9.2.          Supplemental Indentures With Consent of Noteholders................................     34
     SECTION 9.3.          Execution of Supplemental Indentures...............................................     35
     SECTION 9.4.          Effect of Supplemental Indenture...................................................     35
     SECTION 9.5.          Reference in Notes to Supplemental Indentures......................................     35

ARTICLE X                  REDEMPTION OF NOTES................................................................     36
     SECTION 10.1.         Redemption.........................................................................     36
     SECTION 10.2.         Form of Redemption Notice..........................................................     36
     SECTION 10.3.         Notes Payable on Redemption Date...................................................     36

ARTICLE XI                 MISCELLANEOUS......................................................................     37
     SECTION 11.1.         Compliance Certificates and Opinions, etc..........................................     37
     SECTION 11.2.         Form of Documents Delivered to Indenture Trustee...................................     37
     SECTION 11.3.         Acts of Noteholders................................................................     38
     SECTION 11.4.         Notices, etc., to the Indenture Trustee, Issuer, the Facility Administrator........     38
     SECTION 11.5.         Notices to Noteholders; Waiver.....................................................     38
     SECTION 11.6.         Alternate Payment and Notice Provisions............................................     39
     SECTION 11.7.         Effect of Headings and Table of Contents...........................................     39
     SECTION 11.8.         Successors and Assigns.............................................................     39
     SECTION 11.9.         Severability.......................................................................     39
     SECTION 11.10.        Benefits of Indenture..............................................................     39
     SECTION 11.11.        Legal Holiday......................................................................     39
     SECTION 11.12.        Governing Law; Waiver of Jury Trial................................................     40
     SECTION 11.13.        Counterparts.......................................................................     40
     SECTION 11.14.        Recording of Indenture.............................................................     40
     SECTION 11.15.        Trust Obligation...................................................................     40
     SECTION 11.16.        No Petition........................................................................     40
     SECTION 11.17.        Inspection.........................................................................     40
     SECTION 11.18.        Confidentiality....................................................................     41



                                      iii


EXHIBITS

EXHIBIT A            Form of Notes

EXHIBIT B            Form of Section 3.22 Officer's Certificate

EXHIBIT C            Form of Purchaser Representation Letter

EXHIBIT D            Form of Seller Representation Letter

                                       iv


      INDENTURE, dated as of August 3, 2004, between BXG Receivables Owner Trust
2004-A, a Delaware statutory trust (the "Issuer"), and U.S. Bank National
Association, a national banking association, as trustee and not in its
individual capacity (the "Indenture Trustee").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's Notes (each, a
"Note" and collectively, the "Notes").

                                 GRANTING CLAUSE

      The Issuer hereby Grants to the Indenture Trustee at the Closing Date, on
behalf of and for the benefit of the Noteholders, all of the Issuer's right,
title and interest in, to and under the following, whether now existing or
hereafter arising or acquired (collectively, the "Collateral"):

            (a)   the Trust Assets;

            (b)   all rights of the Issuer under the Sale and Servicing
      Agreement;

            (c)   all present and future claims, demands, causes and choses in
      action in respect of any or all of the foregoing and all payments on or
      under and all proceeds of every kind and nature whatsoever in respect of
      any or all of the foregoing, including all proceeds of the conversion,
      voluntary or involuntary, into cash or other liquid property, all cash
      proceeds, accounts, accounts receivable, notes, drafts, acceptances,
      chattel paper, checks, deposit accounts, insurance proceeds, condemnation
      awards, rights to payment of any and every kind and other forms of
      obligations and receivables, instruments and other property that at any
      time constitute all or part of or are included in the proceeds of any and
      all of the foregoing.

      The foregoing Grant is made in trust to secure (x) the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, as provided herein and (y) to secure compliance with this Indenture.

      The Indenture Trustee, on behalf of the Noteholders, (1) acknowledges such
Grant, and (2) accepts the trusts and the Grant of the Collateral under this
Indenture in accordance with this Indenture and agrees to perform its duties
required in this Indenture to the best of its ability to the end that the
interests of the Noteholders may be adequately and effectively protected.

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.1. Definitions. Capitalized terms used but not otherwise defined
herein are defined in the Definitions Annex.

      SECTION 1.2. Rules of Construction. Unless the context otherwise requires:
(i) a term has the meaning assigned to it; (ii) an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally accepted
accounting principles as in effect on the date hereof, (iii) "or" is not
exclusive; (iv) "including" means "including, without limitation"; and (v) words
in the singular include the plural and words in the plural include the singular.



                                   ARTICLE II
                                    THE NOTES

      SECTION 2.1. Form. The Notes, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the form set forth in
Exhibit A, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

      The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the officers executing such Notes, as evidenced
by their execution of such Notes.

      Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibit A are part of the terms of this Indenture.

      SECTION 2.2. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

      Notes bearing the manual or facsimile signature of individuals who were at
the time of signature Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

      The Indenture Trustee shall upon an Issuer Order authenticate and deliver
the Notes for original issue in an aggregate principal amount of up to
$125,000,000. The Outstanding Amount of Notes at any time may not exceed the
aggregate of such amounts except as provided in Section 2.5.

      The Notes shall be issuable as registered Notes in the minimum
denomination of $100,000 and in greater whole-dollar denominations in excess
thereof.

      No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate of authentication shall be conclusive evidence, and the
only evidence, that such Note has been duly authenticated and delivered
hereunder.

      SECTION 2.3. Temporary Notes. Pending the preparation of Definitive Notes,
the Issuer may execute, and upon receipt of an Issuer Order, the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with this Indenture as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

      If temporary Notes are issued, the Issuer will cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of

                                       2


any one or more temporary Notes, the Issuer shall execute and the Indenture
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as if they were Definitive Notes.

      SECTION 2.4. Registration: Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
Indenture Trustee shall be the "Note Registrar" for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation of any
Note Registrar, the Issuer shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of the Note Registrar.

      If a Person other than the Indenture Trustee is appointed by the Issuer as
the Note Registrar, the Issuer will give the Indenture Trustee and the Facility
Administrator prompt written notice of the appointment of such Note Registrar
and of the location, and any change in the location, of the Note Register, and
the Indenture Trustee and the Facility Administrator shall have the right to
inspect the Note Register at all reasonable times, to obtain copies thereof and
to rely upon a certificate executed on behalf of the Note Registrar by a
Responsible Officer thereof as to the names and addresses of the Holders of the
Notes and the principal amounts and number of such Notes.

      Subject to the terms and conditions of this Indenture, upon surrender for
registration of transfer of any Note at the office or agency of the Issuer to be
maintained as provided in Section 3.2, if the requirements of Section 8-401(1)
of the UCC are met, the Issuer shall execute, the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture Trustee, in the
name of the designated transferee or transferees, one or more new Notes in any
authorized denominations of a like aggregate principal amount.

      At the option of the Holder, Notes may be exchanged for other new Notes in
any authorized denominations of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Subject to the
terms and conditions of this Indenture, whenever any Notes are so surrendered
for exchange, if the requirements of Section 8-401(1) of the UCC are met, the
Issuer shall execute, the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, the Notes that the
Noteholder making the exchange is entitled to receive.

      All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Issuer, evidencing the same debt and
entitled to the same benefits under this Indenture as the Notes surrendered upon
such registration of transfer or exchange.

      Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee and the Issuer and duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing, with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in the "Securities Transfer Agent's Medallion
Program" ("STAMP") or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP.

      No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.3 or 2.5 not involving any transfer.

                                       3


      Notwithstanding anything else to the contrary contained herein, the
obligation of the Issuer to pay the principal of and interest on the Notes is
not a general obligation of the Issuer or any other Person, but is limited
solely to the Collateral pledged hereunder.

      SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by the Indenture Trustee and the Issuer to hold the
Indenture Trustee and the Issuer, respectively, harmless, then, in the absence
of notice to the Issuer, the Note Registrar or the Indenture Trustee that such
Note has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and
upon its written request the Indenture Trustee shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Note, a replacement Note; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become, or within fifteen days
shall be, due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note (or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence), a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the Issuer
and the Indenture Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered
(or payment made) or any assignee of such Person, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense (including
reasonable attorneys' fees and costs) incurred by the Issuer or the Indenture
Trustee in connection therewith.

      Every replacement Note issued pursuant to this Section in replacement of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.

      SECTION 2.6. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
of their respective agents may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such Note
and for all other purposes whatsoever, whether or not such Note be overdue, and
neither the Issuer, the Indenture Trustee nor any agent thereof shall be
affected by notice to the contrary.

      SECTION 2.7. Payment of Principal and Interest - Defaulted Interest. (a)
The Notes shall accrue interest at the Note Rate, and such interest shall be
payable on each Payment Date, subject to Section 3.1. Any installment of
interest or principal, if any, payable on any Note that is punctually paid or
duly provided for by or on behalf of the Issuer on the applicable Payment Date
shall be paid to the Person in whose name such Note (or one or more Predecessor
Notes) is registered on the Record Date, by wire transfer of immediately
available funds, or (if such Person has not delivered to the Indenture Trustee
in writing instructions with respect to effecting a wire transfer to such
Person) by check mailed first-class, postage prepaid, to such Person's address
as it appears on the Note Register on such Record Date.

                                       4


Notwithstanding the above, the final installment of principal payable with
respect to the Notes (and except for the Redemption Price for any Note called
for redemption pursuant to Section 10.1) shall be payable as provided in Section
2.7(b)(ii). The funds represented by any such checks returned undelivered shall
be held in accordance with Section 3.3.

      (b)   (i) The principal of each Note shall be payable on each Payment Date
as and to the extent provided in this Indenture and Section 2.11 of the Sale and
Servicing Agreement. Not in limitation of the foregoing, (A) the entire
Outstanding Amount of the Notes shall be due and payable on the date following
the occurrence and during the continuance of an Event of Default on which the
Notes have been declared due and payable in the manner provided in Section 5.2;
and (B) the entire Outstanding Amount of the Notes, if any, shall be due and
payable on and after the Note Final Scheduled Maturity Date. All principal
payments on the Notes shall be made in accordance with Section 2.11 of the Sale
and Servicing Agreement.

            (ii)  The Indenture Trustee shall notify the Person in whose name a
      Note is registered at the close of business on the Record Date preceding
      the Payment Date on which the Issuer expects that the final installment of
      principal of and interest on such Note will be paid. Such notice shall be
      mailed no later than five days prior to such final Payment Date and shall
      specify that such final installment will be payable only upon presentation
      and surrender of such Note and shall specify the place where such Note may
      be presented and surrendered for payment of such installment. Notices in
      connection with redemptions of Notes shall be mailed to Noteholders as
      provided in Section 10.2.

      (c)   If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay, in any lawful manner, defaulted interest (plus interest on
such defaulted interest to the extent lawful) at the applicable interest rate
from the Payment Date for which such payment is in default. The Issuer may pay
such defaulted interest to the Persons who are Noteholders on a subsequent
Payment Date. The Indenture Trustee is not personally liable for any amounts
payable by the Issuer under this Indenture.

      SECTION 2.8. Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder that the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section except as expressly permitted by
this Indenture. All canceled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be returned to it; provided, that such Issuer Order is timely and the Notes have
not been previously disposed of by the Indenture Trustee.

      SECTION 2.9. Release of Collateral. Subject to Section 11.1 and the
Transaction Documents, the Indenture Trustee shall release property from the
Lien of this Indenture only (i) upon receipt of an Issuer Request accompanied by
an Officer's Certificate and (ii) with the consent of the Note Majority.

      SECTION 2.10. Definitive Notes. The Notes, upon original issuance, shall
be issued in definitive, fully registered form ("Definitive Notes").

      SECTION 2.11. Transfer Restrictions. (a) Each Noteholder, by its
acceptance of the Notes (or the obligations evidenced thereby), will be deemed
to have acknowledged, represented to and agreed with the Issuer, Bluegreen, the
Trust Depositor and their respective Affiliates as follows:

                                       5


            (i)   Its Note is being acquired for investment purposes and without
      any view to, or for resale in connection with, the distribution thereof
      (or any interest therein) in violation of the Securities Act or any
      applicable blue sky laws (as defined below). Such Noteholder is either (i)
      a "qualified institutional buyer" (as defined in Rule 144A under the
      Securities Act) or (ii) an "accredited investor" (as defined in Regulation
      D under the Securities Act). It understands and acknowledges that the
      Notes have not been registered under the Securities Act or any other
      applicable securities law of any state or other jurisdiction ("blue sky
      laws"), and may not be offered, sold or otherwise transferred except in
      compliance with the registration requirements of the Securities Act or any
      other applicable blue sky laws, pursuant to an exemption therefrom or in a
      transaction not subject thereto. Further, it understands and acknowledges
      that the Issuer in connection with the initial sale of the Notes, is
      relying on the exemption from registration provided in Section 4(2) of the
      Securities Act, the availability of which depends on the investment intent
      of the purchaser.

            (ii)  It is a sophisticated investor and has such knowledge and
      experience in financial and business matters so as to be capable of
      evaluating the merits and risks of such investment, is able to incur a
      complete loss of such investment and is able to bear the economic risk of
      such investment for an indefinite period of time. It acknowledges that
      neither the Issuer nor the Indenture Trustee nor any person representing
      or affiliated with any of the foregoing has made any representation to it
      with respect to the Issuer or any affiliate thereof or the offering or
      sale of any Notes; it acknowledges that it has had access to financial and
      other information concerning the Issuer or any affiliate thereof, the
      Collateral and the Notes, including an opportunity to ask questions of and
      request information from the Issuer, the Servicer and the Indenture
      Trustee.

            (iii) In the case of resale transactions:

            (A)   (i) The prospective purchaser is a "qualified institutional
            buyer" as defined in Rule 144A under the Securities Act (a "QIB"),
            and is purchasing for its own account (and not for the account of
            others) or as a fiduciary or agent for others (which others also are
            QIBs) and has executed a certificate substantially in the form
            attached as Exhibit C. Due to the restrictions on transfer, it is
            aware that it (or any account for which it is purchasing) may be
            required to bear the economic risk of an investment in the Notes for
            an indefinite period, and it (or such account) is able to bear such
            risk for an indefinite period. It acknowledges that it has received
            the information specified in paragraph (d)(4) of Rule 144A under the
            Securities Act; or (ii) the prospective purchaser is an "accredited
            investor" within the meaning of Regulation D under the Securities
            Act, and is purchasing the Note for investment purposes and without
            any view to, or for resale in connection with, the distribution
            thereof in violation of the Securities Act and has executed a
            certificate substantially in the form attached as Exhibit C.

            (B)   If such transaction is not made in reliance on Rule 144A, the
            transferor has delivered a certificate substantially in the form
            attached as Exhibit D.

            (iv)  No resale, pledge or other transfer of any Note may be made by
      any person unless either (i) so long as the Notes are eligible for resale
      pursuant to Rule 144A under the Securities Act, such resale, pledge or
      other transfer is made to a Person whom the seller reasonably believes
      after due inquiry is a QIB acting for its own account (and not for the
      account of others) or as a fiduciary or agent for others (which others
      also are QIBs) to whom notice is given that the resale, pledge or transfer
      is being made in reliance on Rule 144A under the Securities Act and the
      transaction is in compliance with and exempt from registration under Rule
      144A or (ii) such resale, pledge or other transfer is made in a
      transaction exempt from the

                                       6


      registration requirements of the Securities Act and all applicable blue
      sky laws in which case the Indenture Trustee will require (a) that both
      the prospective transferor and the prospective transferee certify to the
      Issuer and the Indenture Trustee in writing the facts surrounding such
      transfer, which certification shall be in form and substance satisfactory
      to the Issuer, and (b) a written opinion of counsel (which shall not be at
      the expense of the Issuer, the Servicer or the Indenture Trustee)
      satisfactory to the Indenture Trustee and the Issuer to the effect that
      such transfer will not violate the Securities Act or any applicable blue
      sky laws.

The foregoing representations shall also be applicable to any sale, pledge or
other transfer of a beneficial or other interest in any Note.

      (b)   Each Noteholder by its acquisition of any Notes (or a beneficial or
other interest therein) shall be deemed to have represented and warranted for
the benefit of the Issuer, the Trust Depositor, the Servicer, the Indenture
Trustee and the Noteholders, that the Notes (or a beneficial or other interest
therein) are not being acquired by or for the account of (i) an "employee
benefit plan" (as defined in Section 3(3) of ERISA), that is subject to Title I
of ERISA, (ii) a "plan" as defined in Section 4975(e)(1) of the Internal Revenue
Code or (iii) any entity whose underlying assets include plan assets by reason
of a plan's investment in the entity (each, a "Benefit Plan") unless the
purchase and holding of the Notes will not give rise to a nonexempt prohibited
transaction under ERISA or the Internal Revenue Code.

      (c)   The Notes will bear the following legends:

      "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
      THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION ("BLUE SKY
      LAWS") OF THE UNITED STATES. BY ITS ACCEPTANCE OF THIS NOTE THE
      HOLDER OF THIS NOTE IS DEEMED TO REPRESENT TO THE INDENTURE TRUSTEE,
      THE ISSUER AND THE SERVICER THAT IT (i) IS A "QUALIFIED
      INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE
      SECURITIES ACT (A "QIB") AND IS ACQUIRING SUCH NOTE FOR ITS OWN
      ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR
      AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS
      GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR
      (ii) IS OTHERWISE ACQUIRING THIS NOTE IN A TRANSACTION EXEMPT FROM
      THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS.

      NO RESALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE (OR ANY INTEREST
      THEREIN) MAY BE MADE BY ANY PERSON UNLESS (i) SO LONG AS THIS NOTE
      IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
      ACT, SUCH RESALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM
      THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING
      FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
      FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBs) TO WHOM
      NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN
      RELIANCE ON RULE 144A AND, IN ANY CASE, IN TRANSACTIONS UNDER AND IN
      COMPLIANCE WITH RULE 144A OR (ii) SUCH RESALE, PLEDGE OR OTHER
      TRANSFER IS OTHERWISE MADE IN A TRANSFER EXEMPT FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE BLUE
      SKY LAWS, IN WHICH CASE THE INDENTURE TRUSTEE SHALL

                                       7


      REQUIRE (A) THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE
      TRANSFEREE CERTIFY TO THE ISSUER IN WRITING THE FACTS SURROUNDING
      SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE
      SATISFACTORY TO THE ISSUER, AND (B) A WRITTEN OPINION OF COUNSEL
      (WHICH SHALL NOT BE AT THE EXPENSE OF THE ISSUER, THE SERVICER OR
      THE INDENTURE TRUSTEE) SATISFACTORY TO THE INDENTURE TRUSTEE AND THE
      ISSUER TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE
      SECURITIES ACT OR APPLICABLE BLUE SKY LAWS. ANY ATTEMPTED TRANSFER
      IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE
      VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE
      TREATED AS THE OWNER OF THE NOTES FOR ALL PURPOSES. THE PROSPECTIVE
      TRANSFEROR AND PROSPECTIVE TRANSFEREE, JOINTLY AND SEVERALLY, AGREE
      TO INDEMNIFY THE ISSUER, THE INDENTURE TRUSTEE, BLUEGREEN
      CORPORATION, THE TRUST DEPOSITOR AND THEIR RESPECTIVE AFFILIATES
      AGAINST ANY LIABILITY SUCH PERSON MAY SUFFER AS A RESULT OF A
      TRANSFER OF A NOTE NOT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES
      LAWS.

      THIS NOTE (AND ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR
      THE ACCOUNT OF (i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
      3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
      AMENDED, ("ERISA")), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
      ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE OR
      (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
      REASON OF A PLAN'S INVESTMENT IN THE ENTITY UNLESS THE PURCHASE AND
      HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED
      TRANSACTION UNDER ERISA OR THE CODE. BY ACCEPTING AND HOLDING THIS
      NOTE (OR ANY INTEREST HEREIN), THE HOLDER HEREOF SHALL BE DEEMED TO
      HAVE REPRESENTED AND WARRANTED THAT EITHER (A) IT IS NOT A BENEFIT
      PLAN OR (B) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A NONEXEMPT
      PROHIBITED TRANSACTION UNDER SECTION 406(A) OF ERISA OR SECTION 4975
      OF THE CODE."

      SECTION 2.12. CUSIP Numbers. The Issuer in issuing the Notes may use
"CUSIP" or "private placement" numbers (if then generally in use), and, if so,
the Indenture Trustee shall indicate the "CUSIP" or "private placement" numbers
of the Notes in notices of redemption and related materials as a convenience to
Holders of Notes; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or
as contained in any notice of redemption and related materials.

                                  ARTICLE III
                    COVENANTS; REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Payment of Principal and Interest. The Indenture Trustee will
duly and punctually pay the principal and interest, if any, on the Notes in
accordance with the terms of Section 2.11 of the Sale and Servicing Agreement
and this Indenture. Without limiting the foregoing, the Issuer will cause to be
distributed all Available Amounts on deposit in the Collection Account on a
Payment Date deposited therein in accordance with the terms of the Sale and
Servicing Agreement. Amounts properly withheld under the Code or any applicable
state law by the Issuer, the Indenture Trustee or any other

                                       8


Paying Agent from a payment to any Noteholder of interest and/or principal shall
be paid over to the applicable Governmental Authority and shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

      SECTION 3.2. Maintenance of Office or Agency. The Issuer will maintain in
St. Paul, Minnesota, an office or agency where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer
hereby initially appoints the Indenture Trustee to serve as its agent for the
foregoing purposes and the Indenture Trustee accepts such appointment. The
Issuer will give prompt written notice to the Indenture Trustee and the Facility
Administrator of the location, and of any change in the location, of any such
office or agency. If at any time the Issuer shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee and the Facility
Administrator with the address thereof, such surrenders, notices and demands may
be made or served at the Corporate Trust Office, and the Issuer hereby appoints
the Indenture Trustee as its agent to receive all such surrenders, notices and
demands and the Indenture Trustee accepts such appointment.

      SECTION 3.3. Money for Payments To Be Held in Trust. As provided in
Section 8.2, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Collection Account pursuant
to Section 8.2 shall be made on behalf of the Issuer by the Indenture Trustee or
by another Paying Agent, and no amounts so withdrawn from the Collection Account
for payments of Notes shall be paid over to the Issuer except as provided in
this Section and Section 2.11 of the Sale and Servicing Agreement.

      On or before each Payment Date and Redemption Date, the Issuer shall
deposit or cause the Servicer to deposit in the Collection Account to the extent
of Available Amounts, an aggregate sum sufficient to pay the amounts then
becoming due under the Notes as and to the extent required by Section 2.11 of
the Sale and Servicing Agreement, such sum to be held in trust for the benefit
of the Persons entitled thereto, and shall promptly notify in writing the
Facility Administrator and the Indenture Trustee (unless the Paying Agent is the
Indenture Trustee) of its action or failure so to act.

      The Issuer will cause each Paying Agent other than the Indenture Trustee,
if any, to execute and deliver to the Facility Administrator and the Indenture
Trustee an instrument in which such Paying Agent shall agree with the Indenture
Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so
agrees), subject to the provisions of this Section, that such Paying Agent will:

            (i)   hold all sums held by it for the payment of amounts due with
      respect to the Notes in trust for the benefit of the Persons entitled
      thereto until such sums shall be paid to such Persons or otherwise
      disposed of as herein provided and pay such sums to such Persons as herein
      provided;

            (ii)  give the Indenture Trustee and the Facility Administrator
      notice of any default by the Issuer of which it has actual knowledge in
      the making of any payment required to be made with respect to the Notes;

            (iii) at any time during the continuance of any such default, upon
      the written request of the Indenture Trustee, forthwith pay to the
      Indenture Trustee all sums so held in trust by such Paying Agent;

            (iv)  immediately resign as a Paying Agent and forthwith pay to the
      Indenture Trustee all sums held by it in trust for the payment of Notes if
      at any time it ceases to meet the standards required to be met by a Paying
      Agent; and

                                       9


            (v)   comply with all requirements of the Code and any applicable
      state law with respect to the withholding from any payments made by it on
      any Notes of any applicable withholding taxes imposed thereon and with
      respect to any applicable payment and reporting requirements in connection
      therewith.

      The Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, by Issuer Order,
direct any Paying Agent to pay to the Indenture Trustee all sums held in trust
by such Paying Agent, such sums to be held by the Indenture Trustee upon the
same terms as those upon which the sums were held by such Paying Agent; and upon
such payment by any Paying Agent to the Indenture Trustee, such Paying Agent
shall be released from all further liability with respect to such money.

      Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on Issuer Request; and the Holder of such Note shall
thereafter, as an unsecured general creditor and subject to all defenses
available to the Issuer under all applicable laws, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease.

      SECTION 3.4. Existence. The Issuer will keep in full effect its existence,
rights and franchises as a statutory trust under the laws of the jurisdiction of
its organization and will obtain and preserve its qualification to do business
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Notes and the
Collateral.

      SECTION 3.5. Protection of the Collateral. The Issuer intends the security
interest granted pursuant to this Indenture in favor of the Indenture Trustee on
behalf of the Noteholders to be prior to all other Liens (other than Permitted
Liens) in respect of the Collateral and the Issuer shall take all action
necessary to obtain and maintain for the benefit of the Indenture Trustee on
behalf of the Noteholders the first Lien on and a first priority perfected
security interest (other than Permitted Liens) in the Collateral. The Issuer
will from time to time execute and deliver all such supplements and amendments
hereto and all such financing statements, continuation statements, instruments
of further assurance and other instruments, and will take such other action
necessary or advisable to:

            (i)   Grant more effectively all or any portion of the Collateral;

            (ii)  maintain or preserve the Lien and security interest (and the
      priority thereof) of this Indenture or carry out more effectively the
      purposes hereof;

            (iii) perfect, publish notice of or protect the validity of any
      Grant made or to be made by this Indenture;

            (iv)  enforce any rights under or with respect to the Collateral;

            (v)   preserve and defend title to the Collateral and the rights of
      the Indenture Trustee and the Noteholders in such Collateral against the
      claims of all Persons; or

            (vi)  pay all taxes or assessment levied or assessed upon the
      Collateral when due.

                                       10


The Issuer hereby designates the Indenture Trustee as its agent and
attorney-in-fact to execute any financing statement, continuation statement,
instrument of further assurance or other instrument required to be executed to
accomplish the foregoing. In no event shall the Indenture Trustee be responsible
for filing or maintaining such financing statements, continuation statements,
instruments of further assurance or other instruments.

      SECTION 3.6. Intentionally Omitted.

      SECTION 3.7. Performance of Obligations; Servicing of Receivables. (a) The
Issuer will not take any action and will use commercially reasonable efforts not
to permit any action to be taken by others that would release any Person from
any material covenants or obligations under any instrument or agreement included
in the Collateral or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as expressly provided
in this Indenture, the Sale and Servicing Agreement or any other Transaction
Document.

      (b)   The Issuer may contract with other Persons (acceptable to the
Facility Administrator) to assist it in performing its duties under this
Indenture, and any performance of such duties by a Person identified to the
Indenture Trustee and the Facility Administrator in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer. Initially, the
Issuer has contracted with the Servicer and the Trust Administrator to assist
the Issuer in performing its duties under this Indenture.

      (c)   The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Transaction
Documents and in the instruments and agreements included in the Collateral,
including filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by this Indenture and the Sale and
Servicing Agreement in accordance with and within the time periods provided for
herein and therein.

      (d)   If the Issuer shall have knowledge of the occurrence of a Servicer
Termination Event or Termination Event, the Issuer shall promptly notify the
Indenture Trustee and the Facility Administrator in writing thereof, and shall
specify in such notice the action, if any, the Issuer is taking with respect to
such default.

      (e)   As promptly as possible after the giving of notice of termination to
the Servicer of the Servicer's rights and powers pursuant to Article VIII of the
Sale and Servicing Agreement, the Back-Up Servicer shall be appointed in
accordance with Article VIII of the Sale and Servicing Agreement. In the event
that the Back-Up Servicer is unable to act as the Successor Servicer at the time
when the previous Servicer ceases to act as Servicer, the Indenture Trustee
without further action shall automatically be appointed the Successor Servicer
under the Sale and Servicing Agreement. The Indenture Trustee may resign as the
Servicer by giving written notice of such resignation to the Issuer and the
Facility Administrator and in such event will be released from such duties and
obligations, such release not to be effective until the date a Successor
Servicer enters into a servicing agreement with the Issuer as provided below.
Upon delivery of any such notice to the Issuer and the Facility Administrator,
the Issuer shall obtain a new Servicer acceptable to Holders holding at least a
majority of the Outstanding Amount of the Notes as the Successor Servicer. Any
Successor Servicer other than the Indenture Trustee shall: (i) be an established
financial institution having a net worth of not less than $50,000,000 and whose
regular business includes the servicing of receivables and (ii) enter into a
servicing agreement with the Issuer having substantially the same provisions as
the provisions of the Sale and Servicing Agreement applicable to the Servicer.
If within 30 days after the delivery of the notice referred to above, the Issuer
shall not have obtained such a Successor Servicer, Holders holding at least a
majority of the Outstanding Amount of the Notes may appoint, or may petition a
court of competent jurisdiction to appoint, a

                                       11


Successor Servicer. In connection with any such appointment, Holders holding at
least a majority of the Outstanding Amount of the Notes may make such
arrangements for the compensation of such Successor Servicer as they and such
Successor Servicer shall agree, subject to the limitations set forth below and
in the Sale and Servicing Agreement, and in accordance with Article VIII of the
Sale and Servicing Agreement, the Issuer shall enter into an agreement with such
Successor Servicer for the servicing of the Receivables (such agreement to be in
form and substance satisfactory to the Issuer and the Facility Administrator).
If the Indenture Trustee shall succeed to the previous Servicer's duties as
Servicer of the Receivables as provided herein, it shall do so in its individual
capacity and not in its capacity as Indenture Trustee and, accordingly, the
provisions of Article VI hereof shall be inapplicable to the Indenture Trustee
in its duties as the Successor Servicer and the servicing of the Receivables. In
case the Indenture Trustee shall become the Successor Servicer under the Sale
and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as
Servicer any one of its Affiliates, provided, that it shall be fully liable for
the actions and omissions of any such Affiliate in its capacity as Successor
Servicer unless the Issuer and the Facility Administrator shall have consented
in writing to the appointment of such Affiliate, which consent shall not be
unreasonably withheld.

      (f)   Upon any termination of the Servicer's rights and powers pursuant to
the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture
Trustee and the Facility Administrator in writing. As soon as a Successor
Servicer is appointed, the Issuer shall notify the Indenture Trustee and the
Facility Administrator of such appointment, specifying in such notice the name
and address of such Successor Servicer.

      (g)   Without derogating from the absolute nature of the Grant of
Collateral under this Indenture or the rights of the Indenture Trustee
hereunder, the Issuer agrees that it will not, without the prior written consent
of the Holders holding at least a majority of the Outstanding Amount of the
Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any
amendment, modification, supplement, termination, waiver or surrender of, the
terms of any Collateral (except to the extent otherwise provided in the Sale and
Servicing Agreement) or the Transaction Documents, or waive timely performance
or observance by the Servicer, the Trust Depositor or the Sellers under the Sale
and Servicing Agreement; provided, however, that no such amendment shall: (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, distributions that are required to be made for the benefit of the
Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are
required to consent to any such amendment, in either case without the consent of
the Holders of all the Outstanding Notes. If any such amendment, modification,
supplement or waiver shall be so consented to by such Holders, the Issuer
agrees, promptly following a request by the Facility Administrator to do so, to
execute and deliver, in its own name and at its own expense, such agreements,
instruments, consents and other documents as the Facility Administrator may deem
necessary or appropriate in the circumstances.

      SECTION 3.8. Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:

      (i)   except as expressly permitted by this Indenture or the Sale and
Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, including those included in the Collateral;
it being understood that the Collection Policies do not provide for the sale of
the Collateral;

      (ii)  claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code or applicable State law) or assert any claim
against any present or former Noteholder by reason of the payment of the taxes
levied or assessed upon any part of the Collateral; or

                                       12


      (iii) (A) permit the validity or effectiveness of this Indenture to be
impaired, or permit the Lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from
any covenants or obligations with respect to the Notes under this Indenture
except as may be expressly permitted hereby, or by the Sale and Servicing
Agreement or any other Transaction Document, (B) permit any Lien (other than the
Lien of this Indenture or Permitted Liens) to be created on or extend to or
otherwise arise upon or burden the Collateral or any part thereof or any
interest therein or the proceeds thereof or (C) permit the Lien of this
Indenture not to constitute a valid first priority (other than with respect to
any Permitted Lien or other tax lien, mechanics' lien or other lien not
considered a Lien) security interest in the Collateral.

      SECTION 3.9. Issuer May Consolidate, etc., Only on Certain Terms. (a) The
Issuer shall not consolidate or merge with or into any other Person, unless:

            (i)   the Person (if other than the Issuer) formed by or surviving
      such consolidation or merger shall be a Person organized and existing
      under the laws of the United States of America or any State and shall
      expressly assume, by an indenture supplemental hereto (in form
      satisfactory to the Facility Administrator), executed and delivered to the
      Indenture Trustee and the Facility Administrator, the due and punctual
      payment of the principal of and interest on all Notes and the performance
      or observance of every agreement and covenant of this Indenture on the
      part of the Issuer to be performed or observed, all as provided herein;

            (ii)  immediately after giving effect to such transaction, no
      Default or Event of Default shall have occurred and be continuing;

            (iii) the Issuer shall have received an Opinion of Counsel (and
      shall have delivered copies thereof to the Indenture Trustee and the
      Facility Administrator) to the effect that such transaction will not have
      any material adverse consequence (tax or otherwise) to the Issuer or any
      Noteholder;

            (iv)  any action that is necessary to maintain the Lien and security
      interest created by this Indenture shall have been taken;

            (v)   the Issuer shall have delivered to the Indenture Trustee and
      the Facility Administrator an Officer's Certificate and an Opinion of
      Counsel each stating that such consolidation or merger and such
      supplemental indenture comply with this Article III and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with (including, if applicable, any filing required under
      the Exchange Act);

            (vi)  the Person (if other than the Issuer) formed by or surviving
      such consolidation or merger has a net worth, immediately after such
      consolidation or merger, that is (A) greater than zero and (b) not less
      than the net worth of the Issuer immediately prior to giving effect to
      such consolidation or merger; and

            (vii) the Noteholders shall have consented thereto in writing.

      (b)   Except as specifically contemplated by or permitted under the
Transaction Documents, the Issuer shall not convey or transfer any of its
properties including those included in the Collateral, to any Person, unless:

                                       13


            (i)   the Person that acquires by conveyance or transfer the
      properties and assets of the Issuer the conveyance or transfer of which is
      hereby restricted shall: (A) be a United States citizen or a Person
      organized and existing under the laws of the United States of America or
      any State, (B) expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Indenture Trustee and the Facility
      Administrator, in form satisfactory to the Facility Administrator, the due
      and punctual payment of the principal of and interest on all Notes and the
      performance or observance of every agreement and covenant of this
      Indenture on the part of the Issuer to be performed or observed, all as
      provided herein, (C) expressly agree by means of such supplemental
      indenture that all right, title and interest so conveyed or transferred
      shall be subject and subordinate to the rights of Holders of the Notes and
      the Facility Administrator as set forth herein, (D) unless otherwise
      provided in such supplemental indenture, expressly agree to indemnify,
      defend and hold harmless the Issuer against and from any loss, liability
      or expense arising under or related to this Indenture and the Notes and
      (E) if applicable, expressly agrees by means of such supplemental
      indenture that such Person (or if a group of Persons, then one specified
      Person) shall make all filings with the Commission (and any other
      appropriate Person) required by the Exchange Act in connection with the
      Notes;

            (ii)  immediately after giving effect to such transaction, no
      Default or Event of Default shall have occurred and be continuing;

            (iii) the Issuer shall have received an Opinion of Counsel (and
      shall have delivered copies thereof to the Indenture Trustee and the
      Facility Administrator) to the effect that such transaction will not have
      any material adverse consequence (tax or otherwise) to the Issuer or any
      Noteholder;

            (iv)  any action that is necessary to maintain the Lien and security
      interest created by this Indenture shall have been taken;

            (v)   the Issuer shall have delivered to the Indenture Trustee and
      the Facility Administrator an Officer's Certificate and an Opinion of
      Counsel each stating that such conveyance or transfer and such
      supplemental indenture comply with this Article and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with (including, if applicable, any filing required under the
      Exchange Act);

            (vi)  the Issuer has a net worth, immediately after such conveyance
      or transfer, that is (A) greater than zero and (B) not less than the net
      worth of the Issuer immediately prior to giving effect to such conveyance
      or transfer; and

            (vii) the Noteholders shall have consented thereto in writing.

      SECTION 3.10. Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.9(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

      (b)   Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.9(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee, the Noteholders and the Facility Administrator
stating that the Issuer is to be so released.

                                       14


      SECTION 3.11. No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing of the
Receivables in the manner contemplated by this Indenture and the Transaction
Documents and activities incidental thereto.

      SECTION 3.12. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness secured by the Collateral, except for the Notes.

      SECTION 3.13. Servicer's Obligations. The Issuer shall use commercially
reasonable efforts to cause the Servicer to comply with its obligations under
the Sale and Servicing Agreement.

      SECTION 3.14. Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this Indenture and the other Transaction Documents, the Issuer
shall not make any loan or advance or credit to, or guarantee (directly or
indirectly or by an instrument having the effect of assuring another's payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.

      SECTION 3.15. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

      SECTION 3.16. Notice of Defaults and Events of Default. The Issuer shall
give the Indenture Trustee and the Facility Administrator prompt written notice
of each Default and Event of Default (of which it has actual knowledge)
hereunder and each default of which it has actual knowledge on the part of the
Servicer or the Seller of its obligations under the Sale and Servicing
Agreement.

      SECTION 3.17. Further Instruments and Acts. Upon request of the Indenture
Trustee or the Facility Administrator, the Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

      SECTION 3.18. Compliance with Laws. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
other Transaction Document.

      SECTION 3.19. Tax Treatment. The Issuer has structured this Indenture and
the Notes with the intention that the Notes will qualify under applicable
federal, state and local tax law as indebtedness. The Issuer and each Holder
agrees to treat, and take no action inconsistent with the treatment of, the
Notes (or any beneficial interest therein) as indebtedness for purposes of
federal, state and local income or franchise taxes and any other tax imposed on
or measured by income. Each Holder, by acquisition of a beneficial interest in a
Note, agrees to be bound by the provisions of this Section 3.19.

      SECTION 3.20. Investment Company Act. The Issuer shall conduct its
operations in a manner that will not subject it to registration as an
"investment company" under the Investment Company Act of 1940, as amended.

      SECTION 3.21. Conduct of Business. The Issuer shall (a) conduct its
business solely in its own name through its duly authorized officers or agents
so as not to mislead others as to the identity of the Issuer with which those
others are concerned, and particularly shall use its best efforts to avoid the
appearance of conducting business on behalf of the Sellers or any Affiliate
thereof or that the assets of the

                                       15


Issuer are available to pay the creditors of the Sellers or any Affiliate
thereof or any other entity; (b) maintain records and books of account separate
from those of the Sellers or any Affiliate thereof or any other entity; (c) use
its best efforts to maintain an arm's-length relationship with the Sellers or
any Affiliate thereof and shall not hold itself out as being liable for the
debts of the Sellers or any Affiliate thereof or any other entity; (d) use its
best efforts to keep its assets and its liabilities wholly separate from those
of all other entities, including the Sellers or any Affiliate thereof, except as
otherwise anticipated by the Transaction Documents; (e) not maintain bank
accounts or other depository accounts to which any Affiliate is an account
party, into which any Affiliate makes deposits or from which any Affiliate has
the power to make withdrawals, except as otherwise permitted by the Sale and
Servicing Agreement; (f) shall obtain proper authorization for all the Issuer's
actions requiring such authorization; (g) shall obtain proper authorization from
the Sellers for all action requiring approval of the Sellers; (h) shall pay
operating expenses and liabilities from the Issuer's own funds; (i) shall
disclose in its annual financial statements the effects of the Issuer's
transactions under the Transaction Documents in accordance with generally
accepted accounting principles and shall disclose that the assets of the Issuer
are not available to pay creditors of the Sellers; and (j) shall continuously
maintain the resolutions, agreements and other instruments underlying the
transactions described in the Transaction Documents as official records.

        SECTION 3.22. Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee and the Facility Administrator, within 120 days after
the end of each fiscal year of the Issuer (commencing with the fiscal year ended
December 31, 2004), an Officer's Certificate, substantially in the form of
Exhibit B, stating that:

            (i)   a review of the activities of the Issuer during such year and
      of performance under this Indenture has been made under such Authorized
      Officers' supervision; and

            (ii)  to the best of such Authorized Officers' knowledge, based on
      such review, the Issuer has complied with all conditions and covenants
      under this Indenture throughout such year or, if there has been a default
      in the compliance of any such condition or covenant, specifying each such
      default known to such Authorized Officers and the nature and status
      thereof.

      SECTION 3.23. Representations and Warranties of the Issuer. The Issuer
represents and warrants as follows:

      (a)   Power and Authority. It has full power, authority and legal right to
execute, deliver and perform its obligations as Issuer under this Indenture and
the Notes (the foregoing documents, the "Issuer Documents").

      (b)   Due Authorization. The execution and delivery of the Issuer
Documents and the consummation of the transactions provided for therein have
been duly authorized by all necessary action on its part.

      (c)   No Conflict. The execution and delivery of the Issuer Documents, the
performance of the transactions contemplated thereby and the fulfillment of the
terms thereof will not conflict with, result in any breach of any of the
materials terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, any indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which the Issuer is a party or
by which it or any of its property is bound.

      (d)   No Violation. The execution and delivery of the Issuer Documents,
the performance of the transactions contemplated thereby and the fulfillment of
the terms thereof will not conflict with or violate, in any material respect,
any Requirements of Law applicable to the Issuer.

                                       16


      (e)   All Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or any Governmental Authority required to
be obtained by the Issuer in connection with the execution and delivery of the
Issuer Documents, the performance of the transactions contemplated thereby and
the fulfillment of the terms thereof have been obtained.

      (f)   Location. The Issuer has its chief executive office and place of
business (as such terms are used in Article 9 of the UCC) in Wilmington,
Delaware. The Issuer agrees that it will not change the location of such office
to a location outside of Wilmington, Delaware, without at least 30 days prior
written notice to the Facility Administrator, the Servicer and the Indenture
Trustee.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

      SECTION 4.1. Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes except as to: (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the
rights of Noteholders as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when:

                  (A)   either:

                  (1)   all Notes theretofore authenticated and delivered (other
            than Notes that have been destroyed, lost or stolen and that have
            been replaced or paid as provided in Section 2.5) have been
            delivered to the Indenture Trustee for cancellation; or

                  (2)   all Notes not theretofore delivered to the Indenture
            Trust for cancellation have become due and payable in full;

                  (B)   the Issuer has paid or caused to be paid all other sums
            payable hereunder by the Issuer in accordance with the provisions of
            the Transaction Documents; and

                  (C)   the Issuer has delivered to the Indenture Trustee and
            the Facility Administrator an Officer's Certificate and an Opinion
            of Counsel, each meeting the applicable requirements of Section
            11.1(a) and, subject to Section 11.2, each stating that all
            conditions precedent herein provided for relating to the
            satisfaction and discharge of this Indenture have been complied
            with.

      SECTION 4.2. Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by
it, in accordance with the provisions of the Notes, this Indenture and the Sale
and Servicing Agreement, to the payment, either directly or through any Paying
Agent, as the Facility Administrator shall determine, to the Holders of the
particular Notes for the payment or redemption of which such moneys have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for principal and interest; but such moneys need not be segregated from other
funds except to the extent required herein or in the Sale and Servicing
Agreement or as required by law.

                                       17


      SECTION 4.3. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under this
Indenture with respect to such Notes shall, upon demand of the Issuer, be paid
to the Indenture Trustee to be held and applied according to Section 3.3, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

                                    ARTICLE V
                          EVENTS OF DEFAULT; REMEDIES

      SECTION 5.1. Events of Default. "Event of Default", wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

            (i)   default in the payment of any principal, interest or any other
      amounts in respect of any Note when the same becomes due and payable, and
      such default shall continue for a period of three (3) Business Days,

            (ii)  default in the observance or performance of any covenant or
      agreement of the Issuer made in any Transaction Document (other than a
      covenant or agreement a default in the observance or performance of which
      is elsewhere in this Section specifically dealt with), or any
      representation or warranty of the Issuer made in this Indenture or in any
      certificate or other writing delivered pursuant hereto or in connection
      herewith proving to have been incorrect in any material respect as of the
      time when the same shall have been made, and such default shall continue
      or not be cured, or the circumstance or condition in respect of which such
      misrepresentation or warranty was incorrect shall not have been eliminated
      or otherwise cured, for a period of 30 days after there shall have been
      given, by registered or certified mail, to the Issuer by the Indenture
      Trustee or the Facility Administrator, or to the Issuer, the Facility
      Administrator, and the Indenture Trustee by the Holders of more than 50%
      of the Outstanding Amount of the Notes, a written notice specifying such
      default or incorrect representation or warranty and requiring it to be
      remedied and stating that such notice is a "Notice of Default" hereunder;

            (iii) the filing of a decree or order for relief by a court having
      jurisdiction in the premises in respect of any of the Issuer, any Seller,
      the Servicer or the Club Trustee or any substantial part of such Person's
      property in an involuntary case under any applicable Federal or State
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      appointing a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official of 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 60 consecutive days;

            (iv)  the commencement by any of the Issuer, any Seller, the
      Servicer or the Club Trustee of a voluntary case under any applicable
      Federal or State bankruptcy, insolvency or other similar 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 or taking possession by a receiver,
      liquidator, assignee, custodian, trustee, sequestrator or similar official
      of 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;

                                       18


            (v)   (A) failure on the part of the Club Trustee, the Servicer or
      any Seller to make or cause to be made any payment or deposit (or in the
      alternative, Receivable substitution) required by the terms of any
      Transaction Document on the day such payment or deposit (or substitution)
      is required to be made by such Person (giving effect to any applicable
      grace period) or (B) failure on the part of the Club Trustee, the Club
      Managing Entity or any Seller to observe or perform any of its other
      covenants or agreements set forth in any Transaction Document, which
      failure continues unremedied for a period of 30 days after written notice
      from the Indenture Trustee; provided, that only a 10 day cure period shall
      apply in the case of a failure by any Seller to observe its covenant not
      to grant a security interest or otherwise intentionally create a Lien on
      the Receivables;

            (vi)  the Issuer shall become an "investment company" within the
      meaning of the Investment Company Act of 1940, as amended (the "Act"), or
      the arrangements contemplated by the Transaction Documents shall require
      registration as an "investment company" within the meaning of the Act; or

            (vii) the occurrence of a Termination Event; provided that the
      occurrence of a Termination Event which is a Trigger Event shall not
      constitute an Event of Default hereunder until after the Trust Depositor
      has exercised its "cure" rights of any Trigger Event pursuant to the
      definition of Termination Event (to the extent permitted) or has failed to
      do so within the time period set forth in the definition of Termination
      Event.

      The Issuer shall deliver to the Indenture Trustee and the Facility
Administrator, within five Business Days after the Issuer obtains actual
knowledge thereof, written notice in the form of an Officer's Certificate of any
event that, with the giving of notice or the lapse of time or both, would become
an Event of Default under clause (ii), its status and what action the Issuer is
taking or proposes to take with respect thereto.

      SECTION 5.2. Acceleration of Maturity. If an Event of Default (other than
pursuant to clauses (iii) or (iv) of the definition thereof) shall have occurred
and be continuing, the Indenture Trustee shall, if so requested in writing by
the Note Majority, declare by written notice to the Issuer that the Facility
Termination Date has occurred, whereupon the Notes shall become due and payable,
together with accrued and unpaid interest thereon, and be paid in accordance
with Section 2.11(b) of the Sale and Servicing Agreement. If an Event of Default
pursuant to clauses (iii) or (iv) of the definition thereof shall have occurred
and be continuing, the Facility Termination Date shall have occurred
automatically, whereupon the Notes shall become due and payable, together with
accrued and unpaid interest thereon, and be paid in accordance with Section
2.11(b) of the Sale and Servicing Agreement.

      SECTION 5.3. Rescission and Annulment.

            At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided, the
Note Majority by written notice to the Issuer and the Indenture Trustee, may
rescind and annul such declaration and its consequences if:

            (i)   the Issuer has paid or deposited with the Indenture Trustee
      amounts sufficient to pay:

                  (A)   all payments of principal of and interest on all Notes
            and all other amounts that would then be due hereunder or upon such
            Notes if the Event of Default giving rise to such acceleration had
            not occurred; and

                                       19


                  (B)   all sums paid or advanced by the Indenture Trustee and
            the reasonable out-of-pocket expenses, disbursements and advances of
            the Indenture Trustee and its agents (including reasonable fees and
            disbursements of counsel); and

            (ii)  all Events of Default, other than the nonpayment of the
      principal of the Notes that has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.13.

      No such rescission shall affect any subsequent default or impair any
consequence thereof.

      SECTION 5.4. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated in
accordance with Section 5.2, the Notes, together with accrued and unpaid
interest thereon, shall be paid together with interest upon the overdue
principal at the applicable interest rate, and, to the extent payment at such
rate of interest shall be legally enforceable, upon overdue installments of
interest, at the applicable interest rate, and in addition thereto such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable fees, out-of-pocket expenses, disbursements and
advances of the Indenture Trustee, the Facility Administrator and their
respective agents and counsel.

      (b)   In case the Issuer shall fail forthwith to pay such amounts under
Section 5.4(a) upon such demand, the Indenture Trustee, in its own name and as
trustee of an express trust, may (or shall, at the written direction of the Note
Majority) (i) institute a Proceeding for the collection of the sums so due and
unpaid, (ii) prosecute such Proceeding to judgment or final decree, and (iii)
enforce the same against the Issuer or other obligor upon such Notes and collect
in the manner provided by law out of the property of the Issuer or other obligor
upon such Notes, wherever situated, the moneys adjudged or decreed to be
payable.

      (c)   In case an Event of Default occurs and is continuing, the Indenture
Trustee may (or shall at the written direction of the Note Majority), as more
particularly provided in Section 5.5, proceed to protect and enforce its rights
and the rights of the Noteholders, by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.

      (d)   In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Collateral, Proceedings under Title 11 of the United States Code or any
other applicable Federal or State bankruptcy, insolvency or other similar law,
or in case a receiver, assignee, trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to this Section, shall be entitled and empowered,
by intervention in such proceedings or otherwise:

            (i)   to file and prove a claim or claims for the whole amount of
      principal and interest owing and unpaid in respect of the Notes and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Indenture Trustee (including any claim for
      reasonable compensation to the Indenture Trustee and each predecessor
      Indenture Trustee,

                                       20


      and their respective agents, attorneys and counsel, and for reimbursement
      of all out-of-pocket expenses and liabilities incurred, and all advances
      made, by the Indenture Trustee and each predecessor Indenture Trustee,
      except as a result of the gross negligence or bad faith), the Facility
      Administrator and the Noteholders allowed in such Proceedings;

            (ii)  unless prohibited by applicable law or regulations, to vote on
      behalf of the Holders of the Notes in any election of a trustee, a standby
      trustee or any Person performing similar functions in any such
      Proceedings;

            (iii) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute all amounts received with
      respect to the claims of the Noteholders, the Facility Administrator and
      the Indenture Trustee on their behalf; and

            (iv)  to file such proofs of claim and other papers or documents as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee, the Facility Administrator or the Holders of Notes allowed in any
      judicial Proceedings relative to the Issuer, its creditors and its
      property;

and any trustee, receiver, liquidator, assignee, custodian, sequestrator or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders to make payments to the Indenture Trustee, and, in the event
that the Indenture Trustee shall consent to the making of payments directly to
such Noteholders, to pay to the Indenture Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other out-of-pocket expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor Indenture Trustee
except as a result of negligence or bad faith.

      (e)   Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

      (f)   All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by
the Indenture Trustee shall be brought in its own name and as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Holders of the Notes.

      (g)   In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.

      SECTION 5.5. Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing, the Indenture Trustee may (with the consent of the
Note Majority) (and shall at the written direction of the Note Majority) do one
or more of the following (subject to Section 5.6):

                                       21


            (i)   institute Proceedings in its own name and as trustee of an
      express trust for the collection of all amounts then payable on the Notes
      or under this Indenture with respect thereto, whether by declaration or
      otherwise, enforce any judgment obtained, and collect from the Issuer and
      any other obligor upon such Notes moneys adjudged due;

            (ii)  institute Proceedings from time to time for the complete or
      partial foreclosure of this Indenture with respect to the Collateral;

            (iii) exercise any remedies of a secured party under the UCC and
      take any other appropriate action to protect and enforce the rights and
      remedies of the Indenture Trustee and the Holders of the Notes; and

            (iv)  sell the Collateral, or any portion thereof or rights or
      interest therein, at one or more public or private sales called and
      conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Collateral following an Event of Default unless: (A) all
Noteholders consent in writing thereto, (B) the proceeds of such sale or
liquidation distributable to the Noteholders are sufficient to discharge in full
all amounts then due and unpaid upon such Notes for principal and interest and
any amounts set forth under Section 2.11 of the Sale and Servicing Agreement or
(C) the Indenture Trustee determines that the Collateral will not continue to
provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and, in the case of clause (B) or (C) above, the Indenture Trustee
obtains the written consent of Holders of 66-2/3% of the Outstanding Amount of
the Notes. In determining such sufficiency or insufficiency with respect to
clauses (B) and (C), the Indenture Trustee may, but need not, obtain and
conclusively rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Collateral for such purpose. The
Indenture Trustee shall not be liable for acting in reliance on such an opinion.

      (b)   If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out such money or property according to the
priorities set forth in Section 2.11 of the Sale and Servicing Agreement.

            The Indenture Trustee may fix a special record date and special
payment date for any payment to Noteholders pursuant to this Section. At least
15 days before such special record date, the Issuer shall mail to each
Noteholder, the Facility Administrator and the Indenture Trustee a notice that
states the special record date, the special payment date and the amount to be
paid.

      SECTION 5.6. Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default, and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may (or shall, at the written direction of the
Facility Administrator and the Note Majority) elect to maintain possession of
the Collateral, unless otherwise directed in accordance with the provisions of
the Transaction Documents. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Collateral. In determining whether to maintain possession of the
Collateral, the Indenture Trustee may, but need not, obtain (at the expense of
the Issuer) and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Collateral for such purpose. The
Indenture Trustee shall not be liable for acting in reliance on such an opinion.

                                       22


      SECTION 5.7. Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

      (a)   such Holder has previously given written notice to the Indenture
Trustee of a continuing Event of Default and such Event of Default continues to
exist as of the date of the proposed Proceeding;

      (b)   the Note Majority has made written request to the Indenture Trustee
to institute such Proceeding in respect of such Event of Default in its own name
as Indenture Trustee hereunder;

      (c)   such Holder(s) have offered to the Indenture Trustee indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred in
complying with such request;

      (d)   the Indenture Trustee for sixty (60) days after receipt of such
notice, request and offer of indemnity has failed to institute such Proceedings;
and

      (e)   no direction inconsistent with such written request has been given
to the Indenture Trustee during such sixty (60) day period by the Note Majority.

It being understood and intended that no one or more Holder(s) of Notes shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holder(s) of Notes or to obtain or to seek to obtain priority or
preference over any other Holder(s) or to enforce any right under this
Indenture, except in the manner herein provided.

      SECTION 5.8. Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

      SECTION 5.9. Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee, the
Facility Administrator and the Noteholders shall, subject to any determination
in such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee, the Facility Administrator and the Noteholders shall continue as though
no such Proceeding had been instituted.

      SECTION 5.10. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee, the Facility Administrator
or to the Noteholders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. To the extent permitted by
law, the assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      SECTION 5.11. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee, the Facility Administrator or any Holder of Notes to exercise
any right or remedy accruing upon

                                       23


any Default or Event of Default shall impair any such right or remedy or
constitute a waiver of any such Default or Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Indenture
Trustee, the Facility Administrator or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture Trustee,
the Facility Administrator or by the Noteholders, as the case may be.

      SECTION 5.12. Control by Noteholders. Holders holding at least a majority
of the Outstanding Amount of the Notes shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided, that:

      (a)   such direction shall not be in conflict with any rule of law or with
this Indenture;

      (b)   subject to the express terms of Section 5.5, any direction to the
Indenture Trustee to sell or liquidate the Collateral shall be by all the
Noteholders;

      (c)   if the conditions set forth in Section 5.6 have been satisfied and
the Indenture Trustee elects to retain the Collateral pursuant to such Section,
then any direction to the Indenture Trustee by Holders of Notes representing
less than 100% of the Outstanding Amount of the Notes to sell or liquidate the
Collateral shall be of no force and effect; and

      (d)   the Indenture Trustee may take any other action deemed prudent by
the Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholder(s) not consenting to
such action.

      SECTION 5.13. Waiver of Past Defaults. Prior to the time a judgment or
decree for payment of money due has been obtained as described in Section 5.4,
Holders holding at least a majority of the Outstanding Amount of the Notes may
waive any Event of Default and its consequences except an Event of Default: (a)
in payment of principal of or interest on any of the Notes or (b) in respect of
a covenant or provision hereof that cannot be modified or amended without the
consent of the Holder of each Note. In the case of any such waiver, the Issuer,
the Indenture Trustee, the Facility Administrator and the Holders of the Notes
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereto.

      Upon any such waiver, such Event of Default shall cease to exist and be
deemed to have been cured and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

      SECTION 5.14. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorney's fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to: (a) any suit instituted by the
Indenture Trustee or the Facility Administrator, (b) any suit instituted by any
Noteholder(s) holding in the aggregate more than 10% of the Outstanding Amount
of the Notes or (c) any suit instituted by any

                                       24


Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the respective due dates expressed in such Note and in this
Indenture (or, in the case of redemption, on or after the Redemption Date).

      SECTION 5.15. Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Indenture
Trustee or the Facility Administrator, but will suffer and permit the execution
of every such power as though no such law had been enacted.

      SECTION 5.16. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the Lien of this Indenture nor any rights or remedies
of the Indenture Trustee, the Facility Administrator or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee against the
Issuer or by the levy of any execution under such judgment upon any portion of
the Collateral or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee shall be applied in accordance with Section
5.5(b).

      SECTION 5.17. Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Issuer's expense, the Issuer shall take all such lawful action within its
control as the Indenture Trustee, the Note Majority or the Facility
Administrator may request to compel or secure the performance and observance by
the Trust Depositor and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement to the extent and in the
manner directed by the Indenture Trustee, the Note Majority or the Facility
Administrator, including the transmission of notices of breach on the part of
the Trust Depositor or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Trust Depositor or the Servicer of each of their obligations under the Sale and
Servicing Agreement.

      (b)   If an Event of Default has occurred and is continuing, the Indenture
Trustee may, and at the direction (which direction shall be in writing) of the
Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Trust Depositor or the Servicer under or in connection with the Sale
and Servicing Agreement, including the right or power to take any action to
compel or secure performance or observance by the Trust Depositor or the
Servicer of each of their obligations to the Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Sale and Servicing Agreement, and any right of the Issuer to take such action
shall be suspended.

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

      SECTION 6.1. Duties of the Indenture Trustee. (a) If an Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

                                       25


      (b)   Except during the continuance of an Event of Default actually known
to a Responsible Officer of the Indenture Trustee:

            (i)   the Indenture Trustee undertakes to perform such duties and
      only such duties as are specifically set forth in this Indenture and no
      implied covenants or obligations shall be read into this Indenture against
      the Indenture Trustee; and

            (ii)  in the absence of bad faith on its part, the Indenture Trustee
      may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Indenture Trustee and conforming to the
      requirements of this Indenture; provided, however, in the case of any such
      certificates or opinions that by any provision hereof are specifically
      required to be furnished to the Indenture Trustee, the Indenture Trustee
      shall examine the certificates and opinions to determine whether or not
      they conform to the requirements of this Indenture.

      (c)   The Indenture Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

            (i)   this clause (c) does not limit the effect of clause (b) of
      this Section;

            (ii)  the Indenture Trustee shall not be liable for any error of
      judgment made in good faith by a Responsible Officer unless it is proved
      that the Indenture Trustee was negligent in ascertaining the pertinent
      facts;

            (iii) the Indenture Trustee shall not be liable with respect to any
      action it takes or omits to take in good faith in accordance with a
      direction received by it pursuant to the Indenture;

            (iv)  the Indenture Trustee shall not be charged with knowledge of
      an Event of Default unless a Responsible Officer obtains actual knowledge
      of such event or the Indenture Trustee receives written notice of such
      event from the Seller, Servicer, the Facility Administrator or Holders
      owning Notes aggregating not less than 10% of the Outstanding Amount of
      the Notes (as used herein "actual knowledge" means the actual fact or
      state of knowing, without any duty to investigate); and

            (v)   the Indenture Trustee shall have no duty to monitor the
      performance of the Issuer, the Seller or the Servicer, nor shall it have
      any liability in connection with malfeasance or nonfeasance by the Issuer,
      the Seller or the Servicer. The Indenture Trustee shall have no liability
      in connection with compliance of the Issuer, the Seller or the Servicer
      with statutory or regulatory requirements related to the Collateral. The
      Indenture Trustee shall not make or be deemed to have made any
      representations or warranties with respect to the Collateral or the
      validity or sufficiency of any assignment of the Collateral.

      (d)   Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to clauses (a), (b), (c) and (f) of this Section
6.1.

      (e)   The Indenture Trustee shall not be liable for interest on any money
receive except as the Indenture Trustee may agree in writing with the Issuer.

      (f)   No provision of this Indenture shall require the Indenture Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds to believe that repayments
of

                                       26


such funds or indemnity satisfactory to it against any loss, liability or
expense is not reasonably assured to it.

      (g)   Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to this Section.

      (h)   The Indenture Trustee shall, upon two Business Days' prior notice to
the Indenture Trustee, permit any representative of the Facility Administrator
or the Issuer, during the Indenture Trustee's normal business hours, to examine
all books of account and official records required to be maintained in
accordance with this Indenture by the Indenture Trustee relating to the Notes,
to make copies and extracts therefrom and to discuss the Indenture Trustee's
affairs and actions, as such affairs and actions relate to the Indenture
Trustee's duties with respect to the Notes, with the Indenture Trustee's
officers and employees responsible for carrying out the Indenture Trustee's
duties with respect to the Notes. All expenses incurred by the Indenture Trustee
in connection with such examination shall be borne by the Issuer.

      SECTION 6.2. Rights of Indenture Trustee. (a) The Indenture Trustee may
conclusively rely and shall be fully protected in acting on any document
believed by it to be genuine and to have been signed or presented by the proper
Person. The Indenture Trustee need not and shall not be bound to investigate any
fact or matter stated in any such document.

      (b)   Before the Indenture Trustee acts or refrains from acting at the
request of the Issuer, the Servicer, the Facility Administrator or any Holder,
it may require an Officer's Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officer's Certificate or Opinion of Counsel.

      (c)   The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, a custodian or a nominee; provided, however, that the
Indenture Trustee shall not be responsible for any misconduct or negligence on
the part of, and for the supervision of any such agent, attorney, custodian or
nominee appointed with due care by it.

      (d)   The Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within its
rights or powers; provided, however, that the Indenture Trustee's conduct does
not constitute willful misconduct, negligence or bad faith.

      (e)   The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

      (f)   The Indenture Trustee shall not be required to make any initial or
periodic examination of any files or records related to the Receivables for the
purpose of establishing the presence or absence of defects, the compliance by
the Issuer with its representations and warranties or for any other purpose.

      (g)   In the event that the Indenture Trustee is also acting as transfer
agent, Paying Agent or Note Registrar hereunder, the rights and protections
afforded to the Indenture Trustee pursuant to this Article VI shall also be
afforded to the Indenture Trustee in its capacity as such transfer agent, Paying
Agent or Note Registrar.

                                       27


      SECTION 6.3. Individual Rights of the Indenture Trustee. The Indenture
Trustee shall not, in its individual capacity, but may in a fiduciary capacity,
become the owner of Notes. The Indenture Trustee may otherwise deal with the
Issuer or its Affiliates with the same rights it would have if it were not the
Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying
agent may do the same with like rights. However, the Indenture Trustee must
comply with Section 6.11.

      SECTION 6.4. Indenture Trustee's Disclaimer. Except as set forth in
Section 6.12, the Indenture Trustee shall not be responsible for, and makes no
representation as to the validity or adequacy of, this Indenture, the Collateral
or the Notes; shall not be accountable for the Issuer's use of the proceeds from
the Notes; and shall not be responsible for any statement of the Issuer in this
Indenture or in any document issued in connection with the sale of the Notes or
in the Notes other than the Indenture Trustee's certificate of authentication.

      SECTION 6.5. Notice of Defaults. If a Default or an Event of Default
occurs and is continuing and is actually known to a Responsible Officer, the
Indenture Trustee shall fax, if such fax number is known, (followed by a notice
sent by mail) to each Noteholder and the Facility Administrator notice of the
Default or Event of Default within 5 Business Days after obtaining knowledge of
the occurrence thereof.

      SECTION 6.6. Reports by Indenture Trustee to the Holders. The Indenture
Trustee shall deliver to each Noteholder such information as may be required to
enable such Holder to prepare its Federal, State and other income tax returns;
provided the Servicer has provided the Indenture Trustee with any such required
information in a timely manner.

      SECTION 6.7. Compensation and Indemnity. The Issuer shall (pursuant to
Section 2.11 of the Sale and Servicing Agreement) pay to the Indenture Trustee
from time to time reasonable compensation for its services. The Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. Subject to the last sentence of this paragraph, the
Issuer shall indemnify the Indenture Trustee and its officers, directors,
employees and agents against any and all loss, claims, actions, liability or
expense (including reasonable attorneys' fees) incurred by them in connection
with the administration of this trust and the performance of its duties
hereunder, the Transaction Documents and any transaction or document
contemplated herewith or therewith. The Indenture Trustee shall notify the
Issuer, the Facility Administrator and the Servicer promptly of any claim for
which it may seek indemnity. Failure by the Indenture Trustee to so notify the
Issuer, the Facility Administrator and the Servicer shall not relieve the
Servicer or the Issuer of its obligations. The Issuer shall defend any such
claim and the Indenture Trustee may have separate counsel and the Issuer shall
pay the fees and expenses of such counsel. The Issuer need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.

      The Issuer's payment obligations to the Indenture Trustee pursuant to this
Section shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified in
Section 5.1(iii) or (iv), the expenses are intended to constitute expenses of
administration under Title II of the United States Code or any other applicable
Federal or State bankruptcy, insolvency or similar law.

      SECTION 6.8. Replacement of the Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by a
successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee
may resign at any time by so notifying the Issuer, the Servicer and the Facility
Administrator in writing. Holders constituting not less than a majority of the
Outstanding Amount of the Notes may

                                       28


remove the Indenture Trustee by so notifying the Indenture Trustee in writing
and may appoint a successor Indenture Trustee. The Issuer may, with the consent
of the Facility Administrator, remove the Indenture Trustee if:

            (i)   the Indenture Trustee fails to comply with Section 6.11;

            (ii)  the Indenture Trustee is adjudged as bankrupt or insolvent;

            (iii) a receiver or other public officer takes charge of the
      Indenture Trustee or its property; or

            (iv)  the Indenture Trustee otherwise becomes incapable of acting.

      If the Indenture Trustee resigns or is removed or if a vacancy exists in
the office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuer
shall promptly appoint a successor Indenture Trustee which is reasonably
acceptable to the Facility Administrator and the Trust Depositor.

      A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, the Facility Administrator, the
Servicer and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee
shall have all the rights, powers and duties of the Indenture Trustee under this
Indenture. The successor Indenture Trustee shall mail a notice of its succession
to Noteholders, the Servicer and the Facility Administrator. The retiring
Indenture Trustee shall promptly transfer, at the expense of the Issuer, all
property held by it as Indenture Trustee to the successor Indenture Trustee.

      If a successor Indenture Trustee does not take office within 60 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer, the Facility Administrator or Holders constituting not less
than a majority of the Outstanding Amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

      If the Indenture Trustee fails to comply with Section 6.11, any Noteholder
or the Facility Administrator may petition any court of competent jurisdiction
for the removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee.

      Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section, the Issuer's obligations under Section 6.7 shall continue for the
benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall
have no liability for any act or omission by any successor Indenture Trustee.

      SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided, that
such corporation or banking association shall be otherwise qualified and
eligible under Section 6.11. The Indenture Trustee shall provide the Facility
Administrator and the Issuer prior written notice of any such transaction.

      In case at the time such successor(s) by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such

                                       29


Notes either in the name of any predecessor trustee hereunder or in the name of
the successor to the Indenture Trustee; and in all such cases such certificates
of authentication shall have the full force and effect to the same extent given
to the certificate of authentication of the Indenture Trustee anywhere in the
Notes or in this Indenture.

      SECTION 6.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Collateral may at the time be located, the Indenture Trustee (with the
consent of the Facility Administrator (which consent shall not be unreasonably
withheld)) shall have the power and may execute and deliver all instruments to
appoint one or more Person(s) to act as co-trustee(s), or separate trustee(s),
of all or any part of the Collateral, and to vest in such Person(s), in such
capacity and for the benefit of the Noteholders, such title to the Collateral,
or any part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Indenture Trustee may
consider necessary or desirable. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice to Noteholders of the appointment of any co-trustee
or separate trustee shall be required under Section 6.8.

      (b)   Every separate trustee and co-trustee shall, to the extent
permitted, be appointed and act subject to the following provisions and
conditions:

            (i)   all rights, powers, duties and obligations conferred or
      imposed upon the Indenture Trustee shall be conferred or imposed upon and
      exercised or performed by the Indenture Trustee and such separate trustee
      or co-trustee jointly (it being understood that such separate trustee or
      co-trustee is not authorized to act separately without the Indenture
      Trustee joining in such act), except to the extent that under any law of
      any jurisdiction in which any particular act(s) are to be performed, the
      Indenture Trustee shall be incompetent or unqualified to perform such
      act(s), in which event such rights, powers, duties and obligations
      (including the holding of title to the Collateral or any portion thereof
      in any such jurisdiction) shall be exercised and performed singly by such
      separate trustee or co-trustee, but solely at the direction of the
      Indenture Trustee;

            (ii)  no trustee hereunder shall be personally liable by reason of
      any act or omission of any other trustee hereunder; and

            (iii) the Indenture Trustee may at any time accept the resignation
      of or remove, in its sole discretion, any separate trustee or co-trustee
      (it being understood that the Indenture Trustee shall provide notice of
      such resignation or removal to the Facility Administrator).

      (c)   Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

      (d)   Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Indenture on its behalf and in its name. If any separate trustee
or

                                       30


co-trustee shall die, cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.

      (e)   The Indenture Trustee shall have no obligation to determine whether
a co-trustee or separate trustee is legally required in any jurisdiction in
which any part of the Collateral may be located.

      SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee and any
Paying Agent shall have, or be a member of a bank holding company having, a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and it shall have a long term
senior, unsecured debt rating of "Baa3" or better by Moody's (or, if not rated
by Moody's, a comparable rating by another statistical rating agency) and "BBB-"
or better by Standard & Poor's.

      SECTION 6.12. Representations and Warranties of Indenture Trustee.
Indenture Trustee in its individual capacity and as Indenture Trustee represents
and warrants as follows:

      (a)   Organization and Corporate Power. It is a duly organized and validly
existing Illinois banking corporation in good standing under the laws of each
jurisdiction where its business so requires. It has full corporate power,
authority and legal right to execute, deliver and perform its obligations as
Indenture Trustee under this Indenture and the Sale and Servicing Agreement (the
foregoing documents, the "Indenture Trustee Documents") and to authenticate the
Notes.

      (b)   Due Authorization. The execution and delivery of the Indenture
Trustee Documents, the consummation of the transactions provided for therein and
the authentication of the Notes have been duly authorized by all necessary
corporate action on its part, either in its individual capacity or as Indenture
Trustee, as the case may be.

      (c)   No Conflict. The execution and delivery of the Indenture Trustee
Documents, the performance of the transactions contemplated thereby and the
fulfillment of the terms thereof (including the authentication of the Notes)
will not conflict with, result in any breach of any of the material terms and
provisions of, or constitute (with or without notice or lapse of time or both) a
default under any indenture, contract, agreement, mortgage, deed of trust, or
other instrument to which the Indenture Trustee is a party or by which it or any
of its property is bound.

      (d)   No Violation. The execution and delivery of the Indenture Trustee
Documents, the performance of the transactions contemplated thereby and the
fulfillment of the terms thereof (including the authentication of the Notes)
will not conflict with or violate, in any material respect, any Applicable Law.

      (e)   All Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or Governmental Entity applicable to the
Indenture Trustee, required in connection with the execution and delivery of the
Indenture Trustee Documents, the performance by the Indenture Trustee of the
transactions contemplated thereby and the fulfillment by the Indenture Trustee
of the terms thereof (including the authentication of the Notes) have been
obtained.

      (f)   Validity, Etc. Each Indenture Trustee Document constitutes a legal,
valid and binding obligation of the Indenture Trustee, enforceable against the
Indenture Trustee in accordance with its terms, except as such enforceability
may be limited by applicable insolvency laws and except as such enforceability
may be limited by general principles of equity, concepts of materiality and
reasonableness (whether considered in a suit at law or in equity) or by an
implied covenant of good faith and fair dealing.

                                       31


                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

      SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Indenture
Trustee: (a) not more than five days after the earlier of: (i) each Record Date
and (ii) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Holders of Notes as of such Record Date, and (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished; provided, however,
that so long as the Indenture Trustee is the Note Registrar, no such list shall
be required to be furnished.

      SECTION 7.2. Preservation of Information: Communications to Noteholders.
The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.1
and the names and addresses of Holders of Notes received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in Section 7.1 upon receipt of a new list so
furnished.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

      SECTION 8.1. Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture and the Sale and
Servicing Agreement. The Indenture Trustee shall apply all such money received
by it as provided in this Indenture and the Sale and Servicing Agreement. Except
as otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that is
part of the Collateral, the Indenture Trustee may cause the Servicer to take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate Proceedings. Any such
action shall be without prejudice to any right to claim an Event of Default
under this Indenture and any right to proceed thereafter as provided in Article
V.

      SECTION 8.2. Trust Accounts. On or prior to the Closing Date, the Issuer
shall cause the Servicer to establish and maintain, in the name of the Indenture
Trustee, for the benefit of the Noteholders, the Trust Accounts as provided in
Section 2.3 of the Sale and Servicing Agreement. Not in limitation of the
foregoing, on each Payment Date and Redemption Date, the Indenture Trustee shall
distribute amounts on deposit in the Collection Account to Noteholders to the
extent of amounts due and unpaid on the Notes in the amounts and in the order of
priority set forth in Section 2.11 of the Sale and Servicing Agreement.

      SECTION 8.3. General Provisions Regarding Accounts. (a) So long as no
Event of Default shall have occurred and be continuing, all or a portion of the
funds in the Trust Accounts (other than the Lockbox Account) shall be invested
in Permitted Investments and reinvested by the Indenture Trustee pursuant to the
provisions of Section 2.5 of the Sale and Servicing Agreement. All income or
other gain from investments of moneys deposited in the Trust Accounts shall be
deposited by the Indenture Trustee in the Collection Account or the Reserve
Account, and any loss or expenses resulting from such investments shall be
charged to such account.

                                       32


      (b)   Subject to Section 6.1(c), the Indenture Trustee shall not in any
way be held liable for the selection of Permitted Investments or by reason of
any insufficiency in any of the Trust Accounts resulting from any loss on any
Permitted Investment included therein, except for losses attributable to the
Indenture Trustee's failure to make payments on such Permitted Investments
issued by the Indenture Trustee, in its commercial capacity as principal obligor
and not as trustee, in accordance with their terms.

      (c)   In the absence of timely and specific written investment direction
from the Servicer and Issuer, the Indenture Trustee shall invest any cash held
in Permitted Investments of a type described in clause (c)(i) of the definition
thereof. In no event shall the Indenture Trustee be liable for investment losses
incurred thereon. The Indenture Trustee shall have no liability in respect of
losses incurred as a result of the liquidation of any investment prior to its
stated maturity or the failure of the Servicer and Issuer to provide timely
written investment direction.

      SECTION 8.4. Release of Collateral. (a) Subject to the payment of its fees
and expenses pursuant to Section 6.7, the Indenture Trustee may, and when
required by this Indenture, the Sale and Servicing Agreement or any other
Transaction Document shall, execute instruments to release property from the
Lien of this Indenture, or convey the Indenture Trustee's interest in the same,
in a manner and under circumstances that are not inconsistent with this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article shall be bound to ascertain the Indenture Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any moneys.

      (b)   The Indenture Trustee shall, at such time as there are no Aggregate
Outstandings and all sums due to the Indenture Trustee, the Facility
Administrator and the Noteholders pursuant to Section 6.7 or the other
Transaction Documents have been paid, release any remaining portion of the
Collateral without representation, warranty or recourse that secured the Notes
from the Lien of this Indenture and release to the Issuer or any other Person
entitled thereto any funds then on deposit in the Trust Accounts. The Indenture
Trustee shall release property from the Lien of this Indenture pursuant to this
paragraph only upon receipt of an Issuer Request accompanied by an Officer's
Certificate and an Opinion of Counsel.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

      SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.
Without the consent of the Holders of Notes, the Issuer and the Indenture
Trustee, when authorized by an Issuer Order, at any time and from time to time,
may enter into one or more indentures supplemental hereto in form satisfactory
to the Indenture Trustee, for any of the following purposes:

            (i)   to correct or amplify the description of any property at any
      time subject to the Lien of this Indenture, or better to assure, convey
      and confirm unto the Indenture Trustee any property subject or required to
      be subjected to the Lien of this Indenture, or to subject to the Lien of
      this Indenture additional property;

            (ii)  to evidence the succession, in compliance with the applicable
      provisions hereof, of another Person to the Issuer, and the assumption by
      any such successor of the covenants of the Issuer herein and in the Notes;

            (iii) to add to the covenants of the Issuer, for the benefit of the
      Holders of Notes, or to surrender any right or power herein conferred upon
      the Issuer;

                                       33


            (iv)  to convey, transfer, assign, mortgage or pledge any property
      to or with the Indenture Trustee; or

            (v)   to cure any ambiguity, to correct or supplement any provision
      herein or in any supplemental indenture that may be inconsistent with any
      other provision herein or in any supplemental indenture or to make any
      other provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided, that such action
      shall not materially adversely affect the interests of the Holders of
      Notes.

      The Indenture Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained. No supplemental indenture pursuant
to this Section 9.1 shall be entered into which is inconsistent with the Issuer
being a Qualified Special Purpose Entity (within the meaning of Financial
Accounting Standards Board Statement No. 140).

      SECTION 9.2. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with
the written consent of Holders holding at least a majority of the Outstanding
Amount of the Notes affected thereby, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture affecting such
Notes or of modifying in any manner the rights of the Holders of Notes under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby:

            (i)   change the date of payment of any installment of principal of
      or interest on any Note, or reduce the principal amount thereof, the
      interest rate thereon or the Redemption Price with respect thereto, change
      the provisions of this Indenture relating to the application of
      collections on, or the proceeds of the sale of, the Collateral to the
      payment of principal of or interest on the Notes, or change any place of
      payment where, or the coin or currency in which, any Note or the interest
      thereon is payable, or impair the right to institute suit for the
      enforcement of the provisions of this Indenture requiring the application
      of funds available therefor, as provided in Article V, to the payment of
      any Such amount due on or after the respective due dates thereof (or, in
      the case of redemption, on or after the Redemption Date);

            (ii)  reduce the percentage of the Outstanding Amount, the consent
      of the Holders of which is required for any such supplemental indenture,
      or the consent of the Holders of which is required for any waiver of
      compliance with certain provisions of this Indenture or certain defaults
      hereunder and their consequences provided for in this Indenture;

            (iii) modify or alter the provisions of the proviso to the
      definition of "Outstanding";

            (iv)  reduce the percentage of the Outstanding Amount required to
      direct the Indenture Trustee to direct the Issuer to sell or liquidate the
      Collateral pursuant to Section 5.4;

            (v)   modify any provision of this Section except to increase any
      percentage specified herein or to provide that certain additional
      provisions of this Indenture or the Transaction Documents cannot be
      modified or waived without the consent of the Holder of each Outstanding
      Note affected thereby;

            (vi)  modify any of the provisions of this Indenture in such manner
      as to affect the calculation of the amount of any payment of interest or
      principal due on any Note on any

                                       34


      Payment Date (including the calculation of any of the individual
      components of such calculation); or

            (vii) permit the creation of any Lien ranking prior to or on a
      parity with the Lien of this Indenture with respect to any part of the
      Collateral or, except as otherwise permitted or contemplated herein,
      terminate the Lien of this Indenture on any property at any time subject
      hereto or deprive any Holder of Notes of the security provided by the Lien
      of this Indenture.

      Notwithstanding the foregoing, the Issuer and the Indenture Trustee shall
not enter into an indenture or indenture supplemental thereto without the
consent of the Servicer (so long as the Servicer is Bluegreen or an Affiliate
thereof), if the effect of such supplemental indenture is to materially increase
the obligations of the Servicer (in its capacity as Trust Administrator) under
the Administration Agreement.

      It shall not be necessary for any Act (as defined in Section 11.3) of the
Noteholders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the
substance thereof. The manner of obtaining such consents (and any other consents
of Noteholders provided for in this Indenture or in any other Transaction
Document) and of evidencing the authorization of the execution thereof by
Noteholders shall be subject to such reasonable requirements as the Indenture
Trustee may provide.

      Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Indenture Trustee shall
mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

      SECTION 9.3. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive (with a
copy to the Facility Administrator) and, subject to Sections 6.1 and 6.2, shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized and permitted by this
Indenture and all conditions precedent to the execution of such supplemental
indenture have been met. The Indenture Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Indenture
Trustee's own rights, duties, liabilities or immunities under this Indenture or
otherwise.

      SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
Indenture Trustee, the Issuer, the Facility Administrator and the Holders of the
Notes shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

      SECTION 9.5. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such

                                       35


supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for Outstanding
Notes.

                                    ARTICLE X
                               REDEMPTION OF NOTES

      SECTION 10.1. Redemption. The Notes are subject to redemption in whole,
but not in part, at the direction of the Trust Depositor pursuant to Section
11.2 of the Sale and Servicing Agreement, on any Payment Date on which the Trust
Depositor exercises its option to purchase the Collateral pursuant to said
Section 11.2 (the "Redemption Date"), for a purchase price equal to the
Aggregate Outstandings (the "Redemption Price"). If such Notes are to be
redeemed pursuant to this Section 10.1, the Servicer or the Issuer shall furnish
notice of such election to the Indenture Trustee and the Facility Administrator
not later than 20 days prior to the Redemption Date and the Issuer shall deposit
with the Indenture Trustee in the Collection Account the Redemption Price one
(1) Business Day prior to the Redemption Date.

      SECTION 10.2. Form of Redemption Notice. Notice of redemption under
Section 10.1 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, mailed not less than five days prior to the applicable
Redemption Date to each Holder of Notes, as of the close of business on the
Record Date preceding the applicable Redemption Date, at such Holder's address
appearing in the Note Register.

      All notices of redemption shall state:

            (i)   the Redemption Date;

            (ii)  the Redemption Price;

            (iii) the place where such Notes are to be surrendered for payment
      of the Redemption Price (which shall be the office or agency of the Issuer
      to be maintained as provided in Section 3.2); and

            (iv)  CUSIP numbers, if any.

      Notice of redemption of the Notes shall be given by the Indenture Trustee
in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not impair or
affect the validity of the redemption of any other Note.

      SECTION 10.3. Notes Payable on Redemption Date. The Notes to be redeemed
shall, following notice of redemption pursuant to this Article, become due and
payable on the Redemption Date at the Redemption Price and (unless the Issuer
shall default in the payment of the Redemption Price) no interest shall accrue
on the Redemption Price for any period after the date to which accrued interest
is calculated for purposes of calculating the Redemption Price.

      If there are not sufficient funds in the Collection Account on the Payment
Date on which the Notes are to be redeemed available to pay the Redemption
Price, the notice of redemption shall be deemed to have been revoked and the
Notes shall not be redeemed on the Redemption Date. Payments will be made on
such Payment Date in accordance with Section 5.5 of the Sale and Servicing
Agreement as though no notice of redemption had been given and the Notes shall
continue to bear interest at the Note Rate.

                                       36


                                   ARTICLE XI
                                  MISCELLANEOUS

      SECTION 11.1. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under this Indenture, the Indenture Trustee shall be entitled to request that
the Issuer furnish to the Indenture Trustee and the Facility Administrator: (i)
an Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and (ii) an Opinion of Counsel stating that in the opinion of such counsel all
such conditions precedent, if any, have been complied with, except that, in the
case of any such application or request as to which the furnishing of such
documents is specifically required by this Indenture, no additional certificate
or opinion need be furnished.

      (b)   Notwithstanding Section 2.9 or any other provision of this Section,
the Issuer may, without compliance with the requirements of the other provisions
of this Section: (A) collect, liquidate, sell or otherwise dispose of
Receivables or otherwise take action as and to the extent permitted or required
by the Transaction Documents and (B) make cash payments out of the Trust
Accounts as and to the extent permitted or required by the Transaction
Documents.

      SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

      Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate, opinion or representations
with respect to the matters upon which his certificate or opinion is based
is/are erroneous. Any such certificate of an Authorized Officer or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Servicer, the Seller, or the Issuer stating that the information with respect to
such factual matters is in the possession of the Servicer, the Seller or the
Issuer, as applicable, unless such Authorized Officer or counsel knows, or in
the exercise of reasonable care should know, that the certificate, opinion or
representations with respect to such matters is/are erroneous.

      Where any Person is required or permitted to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

      Whenever in this Indenture, in connection with any application,
certificate or report to the Indenture Trustee and/or the Facility
Administrator, it is provided that the Issuer shall deliver any document as a
condition of the granting of such application, or as evidence of the Issuer's
compliance with any term hereof, it is intended that the truth and accuracy, at
the time of the granting of such application or at the effective date of such
certificate or report (as the case may be), of the facts and opinions stated in
such document shall in such case be conditions precedent to the right of the
Issuer to have such application granted or to the sufficiency of such
certificate or report. The foregoing shall not, however, be construed to affect
the Indenture Trustee's or the Facility Administrator's right to rely upon the
truth and accuracy of any statement or opinion contained in any such document as
provided in Article VI.

                                       37


      SECTION 11.3. Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Noteholders may be embodied in and evidenced by one or more
instrument(s) of substantially similar tenor signed by such Noteholders in
person or by agents duly appointed in writing; and except as herein otherwise
expressly provided, such action shall become effective when such instrument(s)
are delivered to the Indenture Trustee and, where it is hereby expressly
required, to the Issuer. Such instrument(s) (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument(s). Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Indenture Trustee, the Facility Administrator and the Issuer, if made in the
manner provided in this Section.

      (b)   The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
and/or the Facility Administrator, as applicable, deems sufficient.

      (c)   The ownership of Notes shall be proved by the Note Register.

      (d)   Any request, demand, authorization, direction, notice, consent,
waiver or Act by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof, in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Indenture
Trustee, the Facility Administrator or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.

      SECTION 11.4. Notices, etc., to the Indenture Trustee, Issuer, the
Facility Administrator. Any request, demand, authorization, direction, notice,
consent, waiver or Act of Noteholders, or other documents provided or permitted
by this Indenture, shall be in writing and, if such request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders is to be
made upon, given or furnished to or filed with:

      (a)   the Indenture Trustee by any Noteholder or by the Issuer, shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Indenture Trustee at its Corporate Trust Office (with a
copy to the Facility Administrator); or

      (b)   the Issuer by the Indenture Trustee or by any Noteholder, shall be
sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the Issuer addressed to: c/o Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration or at any other address previously
furnished in writing to the Indenture Trustee by the Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.

      Notices required to be given to the Facility Administrator by the Issuer
or the Indenture Trustee shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, to their respective addresses set
forth in Section 13.3 of the Sale and Servicing Agreement. So long as Bluegreen
or an Affiliate thereof is the Servicer, copies of all notices delivered to the
Issuer shall be delivered by the sender of such notice to the Servicer at its
address set forth in the Sale and Servicing Agreement.

      SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the

                                       38


earliest date, prescribed for the giving of such notice. In any case where
notice to Noteholders is given by mail, neither the failure to mail such notice
nor any defect in any notice so mailed to any particular Noteholder shall affect
the sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given. Any notice sent to the Noteholders shall also be sent to
the Facility Administrator.

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with the Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.

      In case, by reason of the suspension of regular mail service, it shall be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to this Indenture, then any manner of giving such
notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a
sufficient giving of such notice.

      SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuer may
enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture or the Notes
for such payments or notices. The Issuer will furnish to the Indenture Trustee a
copy of each such agreement and the Indenture Trustee will cause payments to be
made and notices to be given in accordance with such agreements.

      SECTION 11.7. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      SECTION 11.8. Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors, co-trustees and agents of the Indenture
Trustee.

      SECTION 11.9. Severability. Any provision of this Indenture or the Notes
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or of the
Notes, as applicable, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      SECTION 11.10. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Servicer, the Trust Depositor, the
Noteholders, the Facility Administrator, any other party secured hereunder and
any other Person with an ownership interest in any part of the Collateral, any
benefit or any legal or equitable right, remedy or claim under this Indenture;
provided, however, that the Facility Administrator shall be considered an
express third-party beneficiary of this Indenture and capable of bringing an
action with respect to this Indenture in the same manner as a party hereto.

      SECTION 11.11. Legal Holiday. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next Business Day with the same force

                                       39


and effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

      SECTION 11.12. Governing Law; Waiver of Jury Trial. THIS INDENTURE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE ISSUER, THE
INDENTURE TRUSTEE AND EACH NOTEHOLDER (BY ACCEPTING A NOTE) WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE SOUNDING IN CONTRACT, TORT OR
OTHERWISE BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS
INDENTURE OR THE NOTES. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT SHALL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      SECTION 11.13. Counterparts. This Indenture may be executed in any number
of counterparts (including by facsimile), each of which when so executed shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.

      SECTION 11.14. Recording of Indenture. If this Indenture is subject to
recording in any public recording offices, such recording is to be effected by
the Issuer and, at its expense, accompanied by an Opinion of Counsel (which may
be counsel to the Servicer or any other counsel reasonably acceptable to the
Facility Administrator) to the effect that such recording is necessary either
for the protection of the Noteholders or any other Person secured hereunder or
for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.

      SECTION 11.15. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other writing
delivered in connection herewith or therewith, against: (i) the Indenture
Trustee in its individual capacity, (ii) any owner or a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, officer, director, employee
or agent of: (a) the Indenture Trustee in its individual capacity, (b) any owner
of a beneficial interest in the Issuer or the Indenture Trustee or (c) of any
successor or assign of the Indenture Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Indenture Trustee has no such obligations in its individual capacity).

      SECTION 11.16. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the Transaction
Documents. The foregoing shall not limit the rights of the Indenture Trustee to
file any claim in or otherwise take any action with respect to any insolvency
proceeding that was instituted against the Issuer by any Person other than the
Indenture Trustee.

      SECTION 11.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee or of the
Facility Administrator, during the Issuer's normal business hours, to examine
all the books of account, records, reports and other papers of the Issuer, to
make copies and extracts therefrom, to cause such books to be audited by
Independent certified public accountants, and to discuss the Issuer's affairs,
finances and accounts with the Issuer's officers,

                                       40


employees and Independent certified public accountants, all at such reasonable
times and as often as may be reasonably requested.

      SECTION 11.18. Confidentiality. The Indenture Trustee and the Facility
Administrator shall and shall cause its representatives to hold in confidence
all such information; provided, however, that the foregoing shall not be
construed to prohibit: (i) disclosure of any and all information that is or
becomes publicly known, or information obtained by the Indenture Trustee or of
the Facility Administrator from sources other than the Issuer or Servicer, (ii)
disclosure of any and all information: (A) if required to do so by any
applicable statute, law, rule or regulation, (B) to any government agency or
regulatory or self-regulatory body having or claiming authority to regulate or
oversee any aspects of the Indenture Trustee's or the Facility Administrator's
business or that of its Affiliates, (C) pursuant to any subpoena, civil
investigative demand or similar demand or request of any court, regulatory
authority, arbitrator or arbitration to which the Indenture Trustee, the
Facility Administrator or an Affiliate or any officer, director, employee or
shareholder of either is Subject or is a party, (D) in any preliminary or final
offering circular, registration statement or contract or other document
pertaining to the transactions contemplated by the Indenture and approved in
advance by the Issuer or (E) to any Affiliate, independent or internal auditor,
agent, employee or attorney of either the Indenture Trustee or the Facility
Administrator having a need to know the same; provided, that the Indenture
Trustee or the Facility Administrator advises such recipient of the confidential
nature of the information being disclosed and such recipient agrees to keep such
information confidential, (iii) any other disclosure authorized by the Issuer or
the Servicer or (iv) disclosure to the other parties to the transactions
contemplated by the Transaction Documents. Notwithstanding anything in this
Indenture to the contrary, any information with respect to the "tax treatment"
or "tax structure" (in each case, within the meaning of Treasury Regulation
Section 1.6011-4) of the transactions contemplated hereby shall not be
confidential and the Facility Administrator, the Indenture Trustee, the
Noteholders and the other parties hereto may disclose without limitation of any
kind any information with respect to the "tax treatment" or "tax structure" (in
each case, within the meaning of Treasury Regulation Section 1.6011-4);
provided, that to the extent this Indenture contains information that relates to
the "tax treatment" or "tax structure" and contains other information, this
paragraph shall only apply to the information regarding the "tax treatment" or
"tax structure."

                            [signature page follows]

                                       41


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers duly authorized as of the day and
year first above written.

                                BXG RECEIVABLES OWNER TRUST 2004-A

                                By:  Wilmington Trust Company, not in its
                                individual capacity but solely as Owner Trustee

                                By: /S/ JANET R. HAVRILLA
                                    ------------------------------------
                                Printed Name: Janet R. Havrilla
                                Title: Financial Services Officer

                                U.S. BANK NATIONAL
                                ASSOCIATION, not in its individual
                                capacity but solely as Indenture Trustee

                                By: /S/ TAMARA SCHULTZ-FUGH
                                    ------------------------------------
                                Printed Name: Tamara Schultz-Fugh
                                Title: Vice President

                           Signature Page to Indenture



                                                                       EXHIBIT A
                                                                    to Indenture

                                  FORM OF NOTE

REGISTERED                                                $__________(1)
No. R-_____

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION ("BLUE SKY LAWS") OF THE UNITED STATES. BY ITS
ACCEPTANCE OF THIS NOTE THE HOLDER OF THIS NOTE IS DEEMED TO REPRESENT TO THE
INDENTURE TRUSTEE, THE ISSUER AND THE SERVICER THAT IT (i) IS A "QUALIFIED
INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A
"QIB") AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT
OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR
(ii) IS OTHERWISE ACQUIRING THIS NOTE IN A TRANSACTION EXEMPT FROM THE
SECURITIES ACT AND APPLICABLE BLUE SKY LAWS.

NO RESALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE
MADE BY ANY PERSON UNLESS (i) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH RESALE, PLEDGE OR OTHER
TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE
INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBs) TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A AND, IN ANY CASE, IN TRANSACTIONS UNDER AND IN COMPLIANCE WITH RULE
144A OR (ii) SUCH RESALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A
TRANSFER EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE BLUE SKY LAWS, IN WHICH CASE THE INDENTURE TRUSTEE SHALL REQUIRE (A)
THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO
THE ISSUER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, AND (B) A WRITTEN
OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE ISSUER, THE
SERVICER OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE INDENTURE TRUSTEE AND THE
ISSUER TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OR
APPLICABLE BLUE SKY LAWS. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE
IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED
TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR ALL
PURPOSES. THE PROSPECTIVE TRANSFEROR AND PROSPECTIVE TRANSFEREE, JOINTLY AND
SEVERALLY, AGREE TO INDEMNIFY THE ISSUER, THE INDENTURE TRUSTEE, THE TRUST
DEPOSITOR, BLUEGREEN CORPORATION

- ---------------
(1)   Denominations of $100,000 and in greater whole-dollar denominations in
      excess thereof.



AND THEIR RESPECTIVE AFFILIATES AGAINST ANY LIABILITY SUCH PERSON MAY SUFFER AS
A RESULT OF A TRANSFER OF A NOTE NOT IN COMPLIANCE WITH ALL APPLICABLE
SECURITIES LAWS.

THIS NOTE (AND ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF
(i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA")), THAT IS SUBJECT
TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION
4975(e)(1) OF THE CODE OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY UNLESS THE PURCHASE AND
HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR THE CODE. BY ACCEPTING AND HOLDING THIS NOTE (OR ANY INTEREST
HEREIN), THE HOLDER HEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED
THAT EITHER (A) IT IS NOT A BENEFIT PLAN OR (B) SUCH PURCHASE AND HOLDING WILL
NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406(A) OF ERISA
OR SECTION 4975 OF THE CODE.

THIS NOTE HAS BEEN ISSUED PURSUANT TO THE TERMS OF THE INDENTURE (AS DEFINED
BELOW). BY ITS ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER AGREES
TO COMPLY WITH THE TERMS OF THE INDENTURE AND THE OTHER TRANSACTION DOCUMENTS
APPLICABLE TO HOLDERS. COPIES OF SUCH DOCUMENTS MAY BE OBTAINED FREE OF CHARGE
UPON WRITTEN REQUEST OF THE ISSUER.

                                      - 2 -


                       BXG RECEIVABLES OWNER TRUST 2004-A

                                      NOTE

      BXG Receivables Owner Trust 2004-A, a Delaware statutory trust (including
any successor, the "Issuer"), for value received, hereby promises to pay to U.S.
Bank National Association (as Paying Agent on behalf of _______________________
(the "Noteholder") and its successors and assigns), or registered assigns, the
principal sum of [ ] DOLLARS or, if less, the aggregate unpaid Outstanding
Amount of this Note partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Collection Account in respect of
principal on the Notes pursuant to Section 3.1) of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earliest to occur of the Facility Termination Date, the Note
Final Scheduled Maturity Date and the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture. The Issuer will pay interest on this Note at the
rates, at the times and in the manner provided in the Indenture and the other
Transaction Documents, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Principal and interest on this Note
shall be paid in the manner specified in the Indenture and the Sale and
Servicing Agreement.

      The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

      Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



      IN WITNESS WHEREOF, the Issuer has caused this instrument to be manually
facsimile, by its Authorized Officer.

Dated: [_______________]

                                 BXG RECEIVABLES OWNER TRUST 2004-A

                                 By: Wilmington Trust Company, not in its
                                 individual capacity but solely as Owner Trustee

                                 By:____________________________________________

                                 Name:__________________________________________

                                 Title:_________________________________________

                                      - 2 -


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Notes designated above and referred to in the mentioned
Indenture.

Dated: [_______________]

                                            U.S. BANK NATIONAL ASSOCIATION, not
                                            in its individual capacity but
                                            solely as Indenture Trustee

                                            By:_________________________________
                                               Authorized Signatory



                                [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Notes (herein called the Notes"), all issued under an
Indenture dated as of [ ], 2004 (such Indenture, as supplemented or amended, is
herein called the "Indenture"), between the Issuer and U.S. Bank National
Association, not in its individual capacity but solely as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

      The Notes are and will be equally and ratably secured by the Collateral as
security therefor as provided in the Indenture.

      As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.1 of the Indenture, in whole, but not in part, if the Trust Depositor
exercises its option to purchase the Receivables and the other Collateral on any
Payment Date if the Receivables Balance of all Receivables in the Asset Pool is
then less than 10% of the Receivables Balance of the Receivables purchased under
the Sale and Servicing Agreement when so purchased.

      Each Noteholder, by acceptance of a Note (or an interest therein),
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer or the Indenture Trustee on the Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against: (i) the Indenture Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of: (a) the
Indenture Trustee in its individual capacity, (b) any holder of a beneficial
interest in the Issuer, or the Indenture Trustee or of (c) any successor or
assign of the Indenture Trustee in its individual capacity, except as any such
Person may have expressly agreed.

      It is the intent of the Issuer and the Noteholders that, for purposes of
Federal and State income tax and any other tax measured in whole or in part by
income, the Notes will qualify as indebtedness of the Issuer. Each Noteholder,
by acceptance of a Note, agrees to treat, and to take no action inconsistent
with the treatment of, the Notes for such tax purposes as indebtedness of the
Issuer.

      Each Noteholder, by acceptance of a Note (or an interest therein),
covenants and agrees that by accepting the benefits of the Indenture that such
Noteholder will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization or
arrangement, insolvency or liquidation proceedings under any United States
Federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Transaction Documents and will
comply with the terms of the Transaction Documents applicable to Noteholders.

      This Note and the Indenture shall be construed in accordance with the laws
of the State of Illinois, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws. To the extent permitted by
applicable law, each of the Issuer, the Indenture Trustee and the Noteholder
waives any right to have a jury participate in resolving any dispute sounding in
contract, tort or otherwise between the parties arising out of, connected with,
related to, or incidental to the relationship between any of them in connection
with this Note or the Indenture. Instead, any such dispute resolved in court
will be resolved in a bench trial without a jury.



      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rates, and in the coin or currency, herein prescribed.

      Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, neither the Indenture Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Indenture Trustee for the sole purposes of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Holder of this Note by the
acceptance hereof, each agrees that, except as expressly provided in the
Transaction Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing contained herein shall
be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.

                                      - 2 -


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

______________________________________________________________________________

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

______________________________________________________________________________

______________________________________________________________________________
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _______________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:__________                               ________________________________*
                                               Signature Guaranteed:

____________________________________________
                                            Signatures must be guaranteed by an
                                            "eligible guarantor institution"
                                            meeting the requirements of the Note
                                            Registrar, which requirements
                                            include membership or participation
                                            in STAMP or such other "signature
                                            guarantee program" as may be
                                            determined by the Note Registrar in
                                            addition to, or in substitution for,
                                            STAMP, all in accordance with the
                                            Securities Exchange Act of 1934, as
                                            amended.

- ---------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular without alteration, enlargement or any change whatsoever.

                                       1

EX-10.109

                                                                  EXHIBIT 10.109

                       BXG RECEIVABLES OWNER TRUST 2004-A

                                DEFINITIONS ANNEX

                         DEFINITIONS AND INTERPRETATIONS

                                 AUGUST 3, 2004



                                DEFINITIONS ANNEX

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

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

      Administration Agreement. The Administration Agreement, dated as of the
date hereof, by and among the Trust, the Trust Depositor, the Indenture Trustee
and the Trust Administrator.

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

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

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

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

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

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

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

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

      (iii) the related Receivables Files;

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

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

                                     - 1 -


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

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

      Asset Pool Portion. (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 Transfer Date (and any Substitute Assets substituted
for such Trust Assets) as identified by the Trust Depositor in the related
Request Notice.

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

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

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

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

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

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

                                     - 2 -


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

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

      Beneficiary. As defined in the Club Trust Agreement.

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

      Bluegreen. Bluegreen Corporation, a Massachusetts corporation.

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

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

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

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

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

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

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

                                     - 3 -


      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.

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

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

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

      Collection Policies. The Collection Policies attached to the Sale and
Servicing Agreement as Exhibit J, as amended or supplemented from time to time
with the prior written consent of the Note Majority.

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

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

      Completed Units. A Unit at an Eligible Resort which has been fully
constructed and furnished, has received a valid permanent certificate of
occupancy, is ready for occupancy and is subject to a time share declaration.

      Computer Disk. The computer disk generated by the Servicer which provides
information relating to the Trust Assets and which was used by the Sellers in
selecting the Receivables conveyed to the Trust Depositor pursuant to the Sale
and Contribution Agreement, and includes the master file and the history file as
well as servicing information with respect to the Receivables.

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

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

                                     - 4 -


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

      Consolidated Net Worth. On a consolidated basis for Bluegreen and its
Subsidiaries, at any date, (i) the sum of (a) capital stock taken at par or
stated value plus (b) capital of Bluegreen Corporation in excess of par or
stated value relating to capital stock plus (c) retained earnings (or minus any
retained earning deficit) of Bluegreen Corporation minus (ii) the sum of
treasury stock, capital stock subscribed for and unissued and other
contra-equity accounts, all determined in accordance with GAAP.

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

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

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

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

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

                                     - 5 -


      Credit Concentration Limit. At any Transfer Date, the percentage of the
aggregate Receivable Balance of all Eligible Receivables transferred to the
Trust on such Transfer Date in respect of Obligors whose FICO scores are below
the applicable FICO score set forth below:



FICO Score                Credit Concentration Limit
- ----------                --------------------------
                       
  < 500                               0.0%
  < 550                              10.0%
  < 600                              25.0%
  < 650                              50.0%
  < 700                              80.0%


         Credit Enhancement Factor. At any Transfer Date, the applicable
percentage for Eligible Receivables (other than Aruba Receivables) comprising an
Asset Pool Portion set forth below based on the applicable Fixed Interest
Factor:



 Fixed Interest Factor            Credit Enhancement Factor
 ---------------------            -------------------------
                               
< 6.50%                                     91.0%
>or= 6.50% but < 6.75%                      90.5%

>or= 6.75% but < 7.00%                      90.0%

>or= 7.00% but < 7.25%                      89.5%

>or= 7.25% but < 7.50%                      89.0%

>or= 7.50% but < 8.50%                      87.0%

>or= 8.50% but < 9.50%                      85.0%

>or= 9.50% but < 10.50%                     83.0%

>or= 10.50% but < 11.50%                    81.0%

>or= 11.50% but < 12.50%                    79.0%

>or= 12.50% but < 15.00%                    73.0%

>or= 15.00%                                  0.0%


      ; provided that, at any Transfer Date, the Credit Enhancement Factor for
Aruba Receivables included in any Asset Pool Portion shall be the applicable
percentage set forth below based on the applicable Fixed Interest Factor:



 Fixed Interest Factor                Credit Enhancement Factor
 ---------------------                -------------------------
                                   
< 6.50%                                         81.0%

>or= 6.50% but < 6.75%                          80.5%

>or= 6.75% but < 7.00%                          80.0%

>or= 7.00% but < 7.25%                          79.5%

>or= 7.25% but < 7.50%                          79.0%

>or= 7.50% but < 8.50%                          77.0%

>or= 8.50% but < 9.50%                          75.0%

>or= 9.50% but < 10.50%                         73.0%

>or= 10.50% but < 11.50%                        71.0%

>or= 11.50% but < 12.50%                        69.0%

>or= 12.50% but < 15.00%                        63.0%

>or= 15.00%                                      0.0%


                                     - 6 -



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

      Custodial Agreement. An agency and custodial agreement; in such form as
shall be reasonably satisfactory to the Noteholders and the Trust Depositor and
which Agreement shall be by and among Trust Depositor, the Trust, the Servicer,
the Back-Up Servicer, the Facility Administrator, the Indenture Trustee and the
Custodian, providing for the custody and maintenance of the Receivables Files
relating to the Receivables.

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

      Custodian Fee. The fee payable monthly to the Custodian with respect to
each Collection Period pursuant to Section 2.11 of the Sale and Servicing
Agreement.

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

      Declaration. With respect to each Eligible Resort, the condominium
declaration or similar instrument related thereto pursuant to which such
Eligible Resort is encumbered and the property regime established thereat is
created.

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

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

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

      Definitions Annex. This Definitions Annex.

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

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

                                     - 7 -


      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.

      (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."

                                     - 8 -


      (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 any party merely because of such party'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 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 payments on such Receivable since its date of origination) and no
part of such payment has been made or loaned to Obligor by any Seller Party or
any 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 15.0% per annum (or, in the case of Aruba Receivables, 13.0% per annum) at
the time of the addition of such Receivable to the Asset Pool;

      (e)   no principal or interest due with respect to the Receivable is more
than thirty (30) days past due on a contractual basis on the Transfer Date for
such Receivable ;

      (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 is free and clear of adverse claims and Liens (other
than Permitted Liens) and is not subject to claims of rescission, invalidity,
unenforceability, illegality, offset, counterclaim or any other defense
(including defenses arising out of violations of Consumer Laws);

      (h)   the Receivable (other than an Aruba Receivable) is secured directly
by a first priority Mortgage on the purchased Interval;

                                     - 9 -


      (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)   the Receivable shall not be in an original principal amount in
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)   if the Obligor on such Receivable is not a resident of the United
States or Canada, as of the Transfer Date for such Receivable, after taking into
account the Purchase of such Receivable, at least 90% of the aggregate
outstanding principal balance of all Receivables arise from Obligors who are
either residents of the United States 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 residents of either the United States 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 any Seller Party or any Affiliate of any Seller Party on the
Obligor's behalf;

      (n)   the Receivable relates to an Eligible Resort;

      (o)   the Receivable constitutes either "chattel paper", a "general
intangible" or an "instrument" as defined in the UCC 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 Requirement of Law 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 (i) arises under a Contract in substantially one of
the forms set forth on Exhibit L-1 to the Sale and Servicing Agreement which
does not contain a confidentiality provision that purports to restrict the
ability of the Trust or the Indenture Trustee to exercise its rights under the
Transaction Documents, (ii) is in full force and effect and constitutes 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, and (iii) is not subject to any
dispute, offset, counterclaim or defense whatsoever;

      (r)   (i) the Receivable relates to a Completed Unit and (ii) the
Receivable and related Trust Assets were originated and serviced in compliance
with, and do not contravene any Requirement of Law and with respect to which no
party thereto is in violation of any such Requirement of Law, except to the
extent that any failure to so comply or any such violation (other than the
failure to comply with or the violation of the Patriot Act) could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect;

      (s)   as of the Transfer Date for such Receivable, the Receivable Balance
of such Receivable, when aggregated with the Receivable Balance of all other
Eligible Receivables in the Asset Pool Portion for such Receivable, satisfies
the Credit Concentration Limit;

                                     - 10 -


      (t)   the Receivable has not been modified in any respect due to the
deteriorative credit quality of the Obligor;

      (u)   as of the Transfer Date for such Receivable, (i) no bankruptcy is
existing with respect to the Obligor and (ii) the Obligor is not insolvent as
determined by a court of competent jurisdiction;

      (v)   the Receivable shall not have an initial term to maturity of more
than 120 months;

      (w)   the Receivable shall not have a contractual interest rate less than
12.00% per annum;

      (x)   except with respect to an Upgrade Receivable, the Obligor has made
at least three (3) consecutive required payments with respect to the Receivable;

      (y)   if an Eligible 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;

      (z)   if the Receivable is an Aruba Receivable, no more than the greater
of (i) $3,000,000 or (ii) 5.0% of the Receivable Balance of all Eligible
Receivables in Asset Pool (after giving effect to such Purchase) shall arise
from Aruba Receivables;

      (aa)  no condemnation proceedings have been instituted and are continuing
or are threatened with respect to an Eligible 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 Receivable Balance of such Receivable, when aggregated with the
Receivable Balance of all other Eligible Receivables relating to a particular
Eligible Resort, shall not exceed the applicable Resort Concentration Limit;

      (ee)  none of the Obligors under the Receivables has had its rights under
the Club Trust Agreement suspended;

      (ff)  the Receivable is not a Defaulted Receivable; and

      (gg)  (i) as of the Transfer Date for such Receivable, the original terms
and conditions of any agreement relating to the Receivable shall not have been
modified, supplemented, amended or otherwise altered, and (ii) subsequent to the
Transfer Date, such terms and conditions shall not be modified, supplemented,
amended or otherwise altered without the prior consent of the Note Majority
(other than as expressly permitted by Section 6.3(i) of the Sale and Servicing
Agreement), except in the case of clauses (i) and (ii) above, for a reduction or
increase in the interest rate not in excess of 1.0% in respect of an Obligor's
election to begin or cease making payments via pre-authorized checking or as may
be required pursuant to the Servicemembers Civil Relief Act;

      (hh)  except with respect to Aruba Receivables (i) the Receivable is
secured by a first priority Mortgage in substantially one of the forms of
Exhibit L-2 to the Sale and Servicing Agreement on the

                                     - 11 -


related Interval and the title to the Interval is insured under a mortgagee
title insurance policy in form and substance acceptable to the Facility
Administrator; (ii) the related Mortgage Assignments executed and delivered in
favor of the Trust Depositor, the Trust and the Indenture Trustee are in
recordable form and constitute a legal, valid and binding assignment, sufficient
to convey to the assignee named therein all of the assignor's right, title and
interest in, to and under such Mortgage; and (iii) such Mortgage has not been
satisfied, canceled, released or rescinded and the related Interval has not been
released from the lien of such Mortgage, in whole or in material part, nor has
any instrument been executed that would effect any such satisfaction,
cancellation, release or rescission;

      (ii)  [omitted];

      (jj)  except (i) as may be required pursuant to the Servicemembers Civil
Relief Act or (ii) for a reduction or increase in the interest rate not in
excess of 1.0% in respect of an Obligor's election to begin or cease making
payments via pre-authorized checking, the terms of the Receivable and related
Mortgage have not been impaired, waived, altered or modified in any respect,
except to correct typographical errors in the Mortgage or Contract related to
the Receivable, if any, or as otherwise approved by the Note Majority in
writing, all of which are included in the related Receivable File;

      (kk)  the loan evidenced by the Receivable has been fully disbursed and
there is no obligation for future advances with respect thereto;

      (ll)  if the related Mortgage is a deed of trust, (i) a trustee, duly
qualified under applicable law to serve as such, has either been properly
designated and currently so serves or may be substituted in accordance with such
Mortgage and applicable law and (ii) no fees or expenses are payable to such
trustee by any Seller Party, or any transferee thereof, except in connection
with a trustee's sale after default by the related Obligor or in connection with
any full or partial release of the related Interval or related security for such
Receivable;

      (mm)  as to which to any Seller Party's knowledge, the improvements
located on or forming part of the Eligible Resort to which such Receivable
relates comply with applicable zoning laws and ordinances, or constitutes a
legal non-conforming use or structure or, if any such improvement does not so
comply, such non-compliance does not materially and adversely affect the value
of the related Interval as of the date of origination;

      (nn)  to any Seller Party's knowledge, the related Interval is not
encumbered by any Lien junior to the Lien of the Mortgage encumbering such
Interval, other than Permitted Liens;

      (oo)  [omitted];

      (pp)  as of the Transfer Date, there are no actions, suits or proceedings
pending or, to any Seller Party's knowledge, threatened before any Governmental
Authority concerning such Receivable, the related Obligor or the related
Interval that would adversely affect title to the Receivable or the validity or
enforceability of the related Mortgage or that would materially and adversely
affect the value of such Interval as security for the Receivable or the use for
which such Interval was intended;

      (qq)  as to which to any Seller Party's knowledge, as of the Transfer
Date, the Unit in respect of the related Interval is free and clear of any
damage that would materially and adversely affect its value as security for the
Receivable (normal wear and tear excepted); and

                                     - 12 -


      (rr)  the Obligor or any individual that owns a direct interest in such
Obligor is not listed in the "Annex" to the Executive Order on terrorist
financing issued by George W. Bush, President of the United States, on September
24, 2001 (as amended, supplemented or otherwise modified from time to time).

      Eligible Resorts. Those certain timeshare vacation resorts listed on
Exhibit C to the Sale and Servicing Agreement and any additional timeshare
vacation resorts which the Note Majority may approve in the future and with
respect to which Receivables may be purchased under the Sale and Servicing
Agreement and which approval shall be in the Note Majority's reasonable
discretion.

      Environmental Claim. Any administrative, regulatory or judicial action,
fee, cause of action, obligation, suit, liability, loss, damage, proceeding,
decree, judgment, penalty, fine, demand, demand letter, order, directive, claim
(including any claim involving liability in tort, strict, absolute or
otherwise), lien, sanction, notice of non-compliance or violation, citation,
warning, complaint, investigation, legal or consultant fee or expense (excluding
cost of dispute between any parties to the Transaction Documents), or cost of
investigation or proceeding, following from the application of any Environmental
Law, or arising from the actual or alleged presence or release of any Hazardous
Material (hereinafter "Liabilities") including and regardless of the merit of
such Liability, any and all Liabilities for (i) investigation, assessment,
abatement, correction, enforcement, mitigation, cleanup, removal, response,
re-mediation or other activities related to the actual or alleged presence or
release of Hazardous Materials, (ii) damages, contribution, indemnification,
cost recovery, compensation or injunctive or declaratory relief related to
violations of Environmental Law or the actual or alleged presence or release of
Hazardous Materials, or (iii) any alleged or actual injury or threat of injury
to human health, safety, natural resources or the environment in connection with
a violation of Environmental Law or the actual or alleged presence or release of
Hazardous Materials.

      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. Section 9601 et. seq; the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act ("RCRA"),
42 U.S.C. Section 6901, et. seq.; the Toxic Substances Control Act ("TSCA"), 15
U.S.C. Section 2601, et. seq.; the Clean Air Act, 42 U.S.C.  Section 7401 et.
seq.; the Federal Water Pollution Control Act ("Clean Water Act"), 33 U.S.C.
Section 1251 et. seq.; the Emergency Planning and Community Right-to-Know Act,
42 U.S.C. Section 11001 et. seq.; the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801 et. seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et.
seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et. seq.; any
so-called "Superfund" or "Superlien" law; and together with any similar federal,
state or local law (whether imposed by statute, or administrative or judicial
order, or common law), now or hereafter enacted, governing human health and
safety, industrial hygiene, the environment or natural resources, or Hazardous
Materials, including, such laws governing or regulating the use, generation,
storage, removal, recovery, treatment, handling, transport, disposal, control,
discharge of, or exposure to, Hazardous Materials.

      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
Internal Revenue 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
Internal Revenue Code) with any Seller; or (c) a member of the same affiliated
service group (within the meaning of Section 414(m) of the Internal Revenue
Code) as any Seller, any corporation described in clause (a) above or any trade
or business described in clause (b) above.

                                     - 13 -


      Event of Default. As defined in Section 5.1 of the Indenture.

      Exchange Act. The Securities Exchange Act of 1934, as amended.

      Excluded Claims. Any litigation, claim or proceeding that relates solely
to a material breach of a representation, warranty, covenant or undertaking (or
an allegation of such a material breach) by any Noteholder, the Lockbox Bank,
the Back-Up Servicer, the Indenture Trustee, the Custodian, the Facility
Administrator or any Affiliate or assignee of the foregoing in connection with
the transactions contemplated by the Transaction Documents which is solely
within the control of such Person; provided that such litigation, claim or
proceeding (i) does not arise out of or relate to the Trust Assets, (ii) does
not involve or relate to any Seller Party, the Club, the Club Trustee or any of
their respective Affiliates (collectively "Related Parties") or any Person
claiming through any of the foregoing, (iii) does not arise out of or relate to
any Eligible Resort, the Contracts or the Obligors and (iv) is not the subject
of any representation, warranty, covenant or undertaking by any Related Party
under the Transaction Documents.

      Facility Administrator. General Electric Capital Corporation, a Delaware
corporation, and its successors and assigns.

      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 (subject to rights of cure set forth in the applicable Transaction
Document) has occurred and not been waived by the Noteholders.

      Facilities. As defined in the Club Trust Agreement and includes, unless
the context otherwise requires, the Eligible Resorts and the Accommodations.

      FDIC. The Federal Deposit Insurance Corporation, or any successor thereto.

      Federal Reserve Board. The Board of Governors of the Federal Reserve
System.

      Fee Letter. The Fee Letter, dated as of the date hereof, between Bluegreen
and General Electric Capital Corporation, as initial Noteholder, as the same may
be modified, amended or restated from time to time.

      Fixed Interest Factor. As at any Transfer Date and with respect to any
Asset Pool Portion, the Note Rate for such Asset Pool Portion as of such
Transfer Date.

      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.

      Funding Date Overcollateralization. At any Transfer Date for any Asset
Pool Portion, the product of (i) the Receivable Balance of all Eligible
Receivables in each Asset Pool Portion, multiplied by (ii) the Credit
Enhancement Factor(s) applicable to such Asset Pool Portion.

      GAAP. Generally accepted accounting principles as in effect from time to
time in the United States.

                                     - 14 -


      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 (a) petroleum or chemical products, whether in
liquid, solid, or gaseous form, or any fraction or by product thereof, (b)
asbestos or asbestos containing materials, (c) polychlorinated biphenyls (pcbs),
(d) radon gas, (e) underground storage tanks, (f) any explosive or radioactive
substances, (g) lead or lead-based paint, or (h) any other substance, material,
waste or mixture which is or shall be listed, defined, or otherwise determined
by any governmental authority to be hazardous, toxic, dangerous or otherwise
regulated, controlled or giving rise to liability under any 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 Transfer Date. Any date a Purchase is made, other than the
Initial Transfer Date.

      Increased Costs Event. With respect to any Affected 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 Party acquiring, funding, making or maintaining
any assignment, interest or participation, to materially reduce the amount of
any sum received by an Affected Party under the Sale and Servicing Agreement
with respect thereto, or in the good faith determination of such Affected Party,
to materially reduce the rate of return on the capital of an Affected 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 Party would otherwise have achieved.

                                     - 15 -


      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 the date hereof, between the Issuer
and the Indenture Trustee, as the same may be amended or supplemented from time
to time.

      Indenture Trustee. U.S. Bank 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, which fee shall be $625.00.

      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 Asset. As defined in Section 2.7(b) of the Sale and Servicing
Agreement.

      Initial Cutoff Date. The Cutoff Date specified in the Request Notice
delivered in respect of the Initial Purchase.

      Initial Purchase. As defined in Section 2.1(a) of the Sale and Servicing
Agreement.

      Initial Transfer 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

                                     - 16 -


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 the UCC.

      Insurance Policy. With respect to any Receivable, an insurance policy
covering physical damage to or loss of the related Interval.

      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.

      Interest Coverage Ratio. For the twelve month period ending on the last
day of each calendar quarter, the ratio of (i) Consolidated EBITDA of Bluegreen
to (ii) Consolidated Interest Expense.

      Interest Shortfall. With respect to any Payment Date, the excess of the
Note Interest Distributable Amount for the preceding Collection Period over the
amount in respect of interest on the 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 Note Rate for
the related Interest Period, from such preceding Payment Date to but excluding
the related Payment Date.

      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
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.

      Internal Revenue Code. The Internal Revenue Code of 1986, as amended from
time to time.

      Interval. With respect to any Eligible Resort, (i) (x) an undivided fee
simple ownership interest as a tenant in common or (y) a Resort Interest that is
an ownership interest in real property substantially similar to an ownership
interest described in clause (x) above (including Owner Beneficiary Rights), in
either case with respect to any Unit in such Eligible 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 Time Share Documents or (ii) with respect to Aruba
Receivables, shares in the related Time Share Association at the La Cabana Beach
Resort & Racquet Club entitling the related Obligor to the use and occupancy of
a fixed Unit at such Resort for a fixed period of time each year or every other
year for the duration of the long-term lease of such Eligible Resort.

                                     - 17 -


      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 2004-A.

      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.

      Leverage Ratio. For the twelve month period ending on the last day of each
calendar quarter prior to the Purchase Period Termination Date, the ratio of (i)
the sum of Indebtedness of Bluegreen minus Subordinated Indebtedness to (ii)
Tangible Net Worth; provided that for the twelve month period ending on the last
day of each calendar quarter on and after the Purchase Period Termination Date,
"Leverage Ratio" shall be the ratio of (i) the sum of Indebtedness of Bluegreen
minus Subordinated Indebtedness minus an amount, not in excess of $600,000,000,
reported in the Liabilities and Shareholders' Equity section of the consolidated
balance sheet of Bluegreen prepared in accordance with GAAP on the line titled
"Receivables-backed notes payable" to (ii) Tangible Net Worth.

      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) (i) the aggregate
Receivable Balance of all Receivables in the Tranche which became Defaulted
Receivables over the course of all preceding Collection Periods (as measured at
the end of the respective Collection Periods), less (ii) the Receivable Balance
of all Defaulted Receivables that subsequently became current with all payments
(excluding Recoveries) over the course of all preceding Collection Periods by
(b) the aggregate Receivable Balance of all Receivables (determined as of the
Transfer Date for such Receivables) in the Tranche.

      Lifetime Servicer 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
- ----------------------------             ----------
                                      
             1 < 12                         12.0%

        >or= 12 < 18                        14.0%

        >or= 18 < 24                        17.0%

        >or= 24 < 30                        19.5%

        >or= 30 < 36                        22.0%

        >or= 36 < 42                        24.5%

        >or= 42 < 48                        26.5%

        >or= 48 < 54                        28.5%

          >or= 54                           30.0%


                                     - 18 -



      Lifetime Termination 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
- ----------------------------             ----------
                                      
              1 < 12                        11.0%

        >or= 12 < 18                        12.0%

        >or= 18 < 24                        14.5%

        >or= 24 < 30                        17.0%

        >or= 30 < 36                        19.0%

        >or= 36 < 42                        21.0%

        >or= 42 < 48                        22.5%

        >or= 48 < 54                        24.0%

         >or= 54                            25.0%


      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 Transfer Date,
together with any List of Substitute Receivables amending the most current List
of Receivables reflecting (a) any Receivables purchased in an Incremental
Purchase, and (b) Receivables in respect of Substitute Assets transferred to the
Trust on the related Substitute Asset Transfer Date (together with a deletion
from such list of the related Replaced Asset or Receivables identified on the
corresponding Substitution Notice), and which list in each case (a) identifies
each Receivable included in the Asset Pool, and (b) sets forth as to each such
Receivable (i) the Receivable Balance as of the applicable Cutoff Date (and, for
a List of Substitute Receivables, as to Receivables previously in the Asset
Pool, the Receivable Balance for such Receivables as of the date of delivery of
the List of Substitute Receivables), and (ii) the maturity date for each listed
Receivable.

      List of Substitute Receivables. A list, in the form of the initial List of
Receivables delivered on the Initial Transfer Date, but which list includes and
separately identifies each Substitute Asset or Upgrade Receivable transferred to
the Trust pursuant to the Sale and Servicing Agreement.

      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 among the Servicer, 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.

                                     - 19 -


      Lockbox Bank Fees. The fee payable monthly with respect to each Collection
Period pursuant to Section 2.11 of the Sale and Servicing Agreement, which fee
shall be set forth in the Lockbox Agreement.

      Margin Stock. Has the meaning assigned to that term under Regulation U of
the Federal Reserve Board from time to time in effect.

      Material Adverse Effect. A material adverse effect on (i) the financial
condition or operations of any Seller Party or the Club Trustee, (ii) the
ability of any Seller Party, the Club Trustee or the Trust to perform its
obligations under the Transaction Documents to which it is a party, (iii) the
legality, validity or enforceability of any Transaction Document, (iv) the
Trust's or the Indenture Trustee's interest in the Trust Assets generally or in
any significant portion of the Assets or the Collections with respect thereto,
or (v) the collectibility of the Receivables generally or of any material
portion of the Receivables.

      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 or by the Club Trustee on behalf of
such Obligor to the originator of the Receivable with respect to the purchase of
an Interval and/or the contribution of the same to the Club and otherwise
encumbering the related Interval to secure payments or other obligations under
such Receivable.

      Mortgage Assignments. Means those certain assignments executed by the
Sellers in favor of the Trust Depositor, by the Trust Depositor in favor of the
Trust and by the Trust in favor of the Indenture Trustee, in each case pursuant
to which the transferor conveys all of its right, title and interest in and to
the Mortgages identified therein, each in recordable form, duly authorized and
executed, including the originals or copies of any intervening assignments of
such Mortgage showing a complete chain of assignment from a Seller of the
related Receivable to the most recent assignee of record in each case with
evidence of recording indicating thereon.

      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. Any of the Issuer's Notes issued pursuant to the Indenture.

      Note Final Scheduled Maturity Date. The Payment Date occurring in the
month which is the eight year anniversary of the Closing Date; provided that the
Note Final Scheduled Maturity Date shall be automatically extended at such time
to the earliest to occur of (i) the earliest Payment Date on which the Trust
Depositor is permitted to repurchase all outstanding Trust Assets pursuant to
Section 11.2 of the Sale and Servicing Agreement and (ii) the eleventh
anniversary of the Closing Date.

      Noteholder. Any holder of record of a Note.

      Note Interest Distributable Amount. With respect to any Payment Date, an
amount equal to the sum, for each Asset Pool Portion, of (i) the product of (A)
the Note Rate for such Asset Pool Portion 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 applicable to such Asset Pool
Portion plus (ii) the Interest Shortfall for such Payment Date.

                                     - 20 -


      Note Majority. The holders of the Notes evidencing more than 50% of the
Outstanding Amount of all Notes.

      Note Principal Distributable Amount. (i) With respect to any Payment Date
prior to the occurrence of an Event of Default or a Termination Event (or after
a "cure" of a Trigger Event solely to the extent a particular Trigger Event is
cured pursuant to the definition thereof), an amount equal to the positive
difference, if any of (1) the Required Overcollateralization Amount minus (2)
the Overcollateralization Amount for such Payment Date or (ii) with respect to
any Payment Date following the occurrence and during the continuance of an Event
of Default or a Termination Event, the Note Principal Distributable Amount shall
equal the amount necessary to reduce the Outstanding Amount to zero; provided
that the failure to reduce the Outstanding Amount to zero in accordance with
Section 2.11(b) of the Sale and Servicing Agreement shall not constitute an
Event of Default until the Note Final Scheduled Maturity Date; provided,
further, that in no event shall the Note Principal Distributable Amount exceed
the Outstanding Amount of the Notes and on the Note Final Scheduled Maturity
Date, the Note Principal Distributable Amount will equal the amount necessary to
reduce the Outstanding Amount to zero.

      Note Purchase Agreement. The Note Purchase Agreement, dated as of the date
hereof, among the Issuer, the Trust Depositor, the Servicer, and the
Noteholders, as the same may be modified, amended or restated from time to time.

      Note Purchase Limit. $125,000,000.

      Note Rate. Means, with respect to any Asset Pool Portion, for any Interest
Period the Cost of Funds for such Interest Period plus 3.50% (or, after the
occurrence and during the continuance of an Event of Default or Termination
Event, plus 5.00%) per annum. Unless the context requires otherwise, the Note
Rate shall be deemed to be a reference to the Note Rate for each Asset Pool
Portion.

      Note Register. As defined in Section 2.4 of the Indenture.

      Note Registrar. As defined in Section 2.4 of the Indenture.

      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.

      Operating Contracts. Any resort or club management or marketing contracts,
if any, entered into by any Seller or its Affiliates with respect to any
Eligible Resort or the Club.

      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 the Notes,
all of such 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;

                                     - 21 -


      (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 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, the Trust Depositor or
any Affiliate of any or the foregoing Persons, or any Person whose financial
information is consolidated with that of any Seller or any of its Affiliates,
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, the Trust Depositor or any Affiliate of any of the foregoing
Persons or any Person whose financial information is consolidated with that of
any Seller or any of its Affiliates.

      Outstanding Amount. At any date of determination, the aggregate
outstanding principal amount of the Notes.

      Overcollateralization Amount. At any Determination Date, (i) the aggregate
Receivable Balance of all Eligible Receivables in the Asset Pool (as of the end
of the immediately preceding Collection Period) minus (ii) the Outstanding
Amount (as of the beginning of the immediately preceding Collection Period).

      Overcollateralization Percentage. For any Asset Pool Portion at any
Determination Date, the sum of (i) the Credit Enhancement Factor for such Asset
Pool Portion minus (ii) 4.00% (or, after the Overcollateralization Reduction
Trigger Date, 3.00%).

      Overcollateralization Reduction Trigger Date. The date on which both (i)
the aggregate of all Cash Purchase Prices paid exceeds $25,000,000 on or prior
to December 1, 2004 and (ii) the Weighted Average Note Rate as of such date of
determination is equal to or less than 6.40%.

      Owner Beneficiary Rights. As defined in the Club Trust Agreement.

      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, which fee is $500 per month.

      Patriot Act. The USA Patriot Act of 2001, Pub. L. No. 107-56, as amended
from time to time.

                                     - 22 -


      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.

      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
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; and

      (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.

                                     - 23 -


It is understood that the Indenture Trustee may trade with itself or an
Affiliate in respect 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 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 Repurchase Obligations must qualify to be accounted for
by the Trust as a loan to the repurchase counterparty for purposes of Statement
of Financial Accounting Standards No. 140.

      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 Owner Beneficiary Rights.

      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.

                                     - 24 -


      Prepayments. Any and all partial and full prepayments on a Receivable.

      Pre Tax Income to Total Revenues Ratio. The ratio of (i) income before
provision for income taxes and minority interest to (ii) total revenues, in each
case as such amounts are reported in Bluegreen's annual or quarterly
consolidated financial statements prepared in accordance with GAAP.

      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. A Purchase shall also be
deemed to have occurred upon a substitution of Replaced Assets with Substitute
Assets and in connection with an Upgrade; provided that no such substitution or
Upgrade shall be deemed usage of the Note Purchase Limit.

      Purchase Documents. Any purchase agreement and related sale and escrow
documents executed and delivered by an Obligor to a Seller or the Eligible
Resort owners with respect to the purchase of an Interval which is the subject
of a Receivable.

      Purchase Period. The period beginning on the Closing Date and ending on
the Purchase Period Termination Date.

      Purchase Period Termination Date. The earliest to occur of (i) the second
anniversary of the earlier of (A) sixty (60) days after the date hereof or (B)
the Closing Date, (ii) the last day of any calendar quarter on which the Pre-Tax
Income to Total Revenues Ratio for the twelve month period then ended is less
than 2.0% as of the last day of any calendar quarter, (iii) the last day of any
calendar quarter on which the Pre-Tax Income to Total Revenues Ratio for the
eighteen month period then ended is less than 3.0%, (iv) the date on which the
Servicer shall not have exercised the Servicer Purchase Option pursuant to the
terms of the Sale and Servicing Agreement, (v) the date on which the aggregate
amount of all advances made by the Noteholders equals the Note Purchase Limit,
and (vi) the Facility Termination Date.

      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.

                                     - 25 -


      Receivable Balance. The actual unpaid principal balance of a Receivable.

      Receivables. All indebtedness and other obligations owed by an Obligor to
a Seller, the Trust Depositor or the Trust, as the case may be, (including,
without limitation, any obligation to pay any Late Charges, interest, finance
charges or similar amounts arising under a Contract) identified on a List of
Receivables delivered to the Facility Administrator pursuant to the Sale and
Servicing Agreement and including an original promissory note, endorsed by the
applicable Seller without recourse, either in blank or to the order of the Trust
Depositor, and by the Trust Depositor to the order of the Trust, and by the
Trust to the order of the Indenture Trustee and showing an applicable complete
chain of title from such Seller to the Indenture Trustee, or other contract and
its related security, if any, including but not limited to any Mortgage or other
security interest in the related Interval (any accessions thereto) and any and
all rights to payments thereunder.

      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 or to the Club Trustee for
the benefit of 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
(including any information with respect to an Obligor's election to use
pre-authorized checking for payment (which information shall be included in the
monthly data distributions to the Back-up Servicer)), and all other papers and
records of whatever kind or description, whether developed or originated by any
Seller Party 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 Collection 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).

                                     - 26 -


      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.

      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 the lesser of
(i) the Servicer's actual costs of remarketing or (ii) 58% of the gross resale
proceeds of such Interval.

      Replaced Asset. 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 Overcollateralization Amount. At any Determination Date, the sum
of all Asset Pool Portion Required Overcollateralization Amounts at such
Determination Date.

      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 IX of the Sale and Servicing Agreement.

      Requirements of Law. When used with respect to any Person, shall mean the
certificate of incorporation or formation or articles of association and by-laws
or operating agreement or other organizational or governing documents of such
Person, and, when used with respect to any Person or any Asset (to the extent
applicable or subject thereto or binding thereupon), any law, treaty, rule or
regulation, or order or determination of an arbitrator or Governmental
Authority, whether Federal, state or local (including, without limitation, usury
and privacy laws, fair credit billing, fair credit reporting, consumer
protection, equal credit opportunity, fair housing, real estate settlement and
procedures, fair debt collection practices, truth-in-lending, 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 3.00% of the Receivable Balance of all Eligible 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 such amount as of such date, such excess
amount shall be released to the Trust Depositor; provided, that in no event
shall the Reserve Account Required Amount be less than the lesser of (i) 2.00%
of the Receivable Balance of all Eligible Receivables (determined as of the
applicable Cutoff Date therefor) in the Asset Pool or (ii) the Outstanding
Amount; provided further that the Reserve Account Required Amount on the date of
the Initial Purchase shall be $0.

                                     - 27 -


      Resort Concentration Limit. At any Transfer Date, the percentage of the
aggregate Receivable Balances of all Eligible Receivables in the Asset Pool
relating to an Eligible Resort set forth below:



       Resort Classification           Resort Concentration Limit
       ---------------------           --------------------------
                                    
Any Single Eligible Resort                        40.0%
Any Other Eligible Resort (other                  20.0%
than La Cabana Beach & Racquet Club)


      Resort Interest. As defined in the Club Trust Agreement.

      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 the date hereof, 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 the date hereof, 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.

      SEC. The Securities and Exchange Commission, any successor thereto and any
analogous Governmental Authority.

      Securities Act. The Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

      Seller Party. Any Seller, the Trust Depositor and/or the Servicer.

      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 6.3 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
a Defaulted Receivable for an amount equal to twenty-four percent (24%) of the
Obligor's initial purchase price for the Interval in respect of such Defaulted
Receivable.

      Servicer Termination Event. As defined in Section 8.1 of the Sale and
Servicing Agreement.

                                     - 28 -


      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 all Receivables in 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 the Back-Up Servicing Agreement.

      Servicing Fee Rate. 1.50% per annum.

      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.

      Site Assessment. Means an environmental engineering report for the
Facilities prepared by an engineer engaged by Facility Administrator and in a
manner satisfactory to Facility Administrator, based upon an investigation
relating to and making appropriate inquiries concerning the existence of
Hazardous Materials on or about the Facilities, and the past or present
discharge, disposal, release or escape of any such substances, all consistent
with good customary and commercial practice.

      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(32) 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 330 days delinquent.

      Subordinated Indebtedness. Indebtedness represented by Bluegreen's 8.25%
convertible subordinated debentures due 2012 or such other Indebtedness incurred
by Bluegreen which is treated as subordinated indebtedness in accordance with
GAAP.

      Subsidiary. Means, with respect to any Person, (i) any corporation more
than 50% of the outstanding securities having ordinary voting power of which
shall at the time be owned or controlled,

                                     - 29 -


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 Asset. Any Asset conveyed, assigned and transferred by the
Trust Depositor to the Trust pursuant to Section 2.7 of the Sale and Servicing
Agreement or in connection with an Upgrade (and has been acquired by the Trust
Depositor from a Seller pursuant to the Sale and Contribution Agreement).

      Substitute Asset Qualification Conditions. With respect to any Substitute
Asset being transferred to the Trust pursuant to the Sale and Servicing
Agreement, the accuracy of each of the following statements as of the related
Substitute Asset Transfer Date with respect to the related Receivable:

      (a)   the sum of (x) the aggregate Receivable Balance of the
            Eligible Receivable related to such Substitute Asset(s) plus
            (y) cash deposited into the Collection Account by the Trust
            Depositor is not less than that of the related Replaced Asset
            or Receivables identified on the related Substitution Notice;
            provided that in no event shall the amount of cash so
            deposited exceed 10% of the Receivable Balance of all Eligible
            Receivables transferred to the Trust on the related Substitute
            Asset Transfer Date; 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 Asset or Receivables identified on the
            related Substitution Notice, the weighted average interest
            rate on such Receivables is no more than twenty (20) basis
            points less than the weighted average interest rate on the
            Receivables being replaced, and the weighted average remaining
            term on such Receivables is equal to or greater than the
            weighted average remaining term on the Receivables being
            replaced; and

      (c)   the addition of such Receivable to the Asset Pool (and
            corresponding removal of the Receivable relating to the
            Replaced Assets) will not cause the Outstanding Amount 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 the
            Substitute Assets from any Seller's portfolio and the FICO
            score of the Obligor in respect of the Receivable relating to
            such Substitute Assets shall conform to the requirements of
            the Credit Concentration Limit; and

      (e)   all actions or additional actions (if any) necessary, in the
            reasonable judgment of the Facility Administrator, to perfect
            the ownership and/or security interest of the Trust Depositor,
            the Trust and the Indenture Trustee, as applicable, in such
            Substitute Asset shall have been taken as of or prior to the
            Substitute Asset Transfer Date; and

      (f)   the maturity date for the last installment due under such
            Receivable is not earlier than the maturity date of the
            Receivable being replaced; and

                                     - 30 -


      (g)   the conditions set forth in Section 4.2 of the Sale and
            Servicing Agreement shall be satisfied as of such Substitute
            Asset Transfer Date.

      Substitute Asset Transfer Condition. With respect to any Substitute Asset
(other than in respect of Upgrade Receivables) being conveyed to the Trust, the
condition that after giving effect to such transfer, the Receivable Balance
(determined as of the related Substitute Cutoff Date) relating to all Substitute
Assets, transferred to the Trust since the Closing Date does not exceed 20% of
the Receivable Balance (determined as of the related Cutoff Date) of all
Receivables theretofore purchased by the Trust.

      Substitute Asset Transfer Date. Any date on which Substitute Assets are
transferred to the Trust pursuant to the Sale and Servicing Agreement and a
related Substitution Notice.

      Substitute Cutoff Date. The date specified as such for Substitute Assets
in the related Substitution Notice.

      Substitution Notice. With respect to any conveyance of Substitute Assets
to the Trust pursuant to the Sale and Servicing Agreement (and the Trust
Depositor's corresponding prior purchase of such Substitute Assets from the
Sellers), a notice in the form attached as Exhibit B to the Sale and Servicing
Agreement, which shall be given at least three (3) Business Days prior to the
related Substitute Asset Transfer Date, identifying the Receivables relating to
the Substitute Assets to be conveyed, the Receivable Balance of such Substitute
Assets, the Receivable Balance related to the Replaced Asset or Receivables then
in the Asset Pool to which such Substitute Asset relates, the Substitute Cutoff
Date, and the intended Substitute Asset Transfer Date, with such notice to be
signed by the Trust Depositor.

      Successor Servicer. As defined in Section 8.2 of the Sale and Servicing
Agreement.

      Swap Rate. The "ask" swap rate (rounded upward to the nearest 1/1000 of
1%) as quoted on Bloomberg's applicable IRSB page (or as this page may be
subsequently replaced by Bloomberg), using linear interpolation if necessary to
match the principal amortization schedule mutually agreeable to Bluegreen and
General Electric Capital Corporation, decompounded to reflect the payment
frequency and day count convention under the Sale and Servicing Agreement, at
3:00 p.m. Eastern Standard Time one Business Day prior to the date on which the
corresponding rate will apply. If Bloomberg or any successor of Bloomberg no
longer exists, or if it ceases to quote such rate, the rate shall be determined
using the methodology set forth above from such substitute financial reporting
service or source, as General Electric Capital Corporation in its sole
discretion shall determine, provided such substitute service or source is the
same substitute service or source generally selected by General Electric Capital
Corporation for its commercial mortgage loans. If a Swap Rate with the
applicable maturity is not specifically published in Bloomberg, or any other
source acceptable to General Electric Capital Corporation, then the rate shall
be calculated by adding (1) the amount obtained by (a) first, subtracting (i)
the most recently issued 5-year swap rate from (ii) the most recently issued
10-year swap rate, (b) then, dividing the difference obtained in clause (a) by
the number of months between the maturities of each one of the above mentioned
rates, and (c) then, multiplying the result obtained in clause (b) by the number
of months between the maturity of the most recently issued 5-year swap rate and
the Note Final Scheduled Maturity Date, to (2) the most recently issued 5-year
swap rate.

      Tangible Net Worth. Consolidated Net Worth minus Intangible Assets plus
Subordinated Indebtedness.

      Termination Event. Means any one of the following events:

                                     - 31 -


      (a)   as of any Determination Date, with respect to any Tranche, the
Lifetime Cumulative Default Rate for such Tranche shall exceed the Lifetime
Termination Cumulative Default Threshold for such Tranche and the excess with
respect to such Tranche shall continue to exist on the immediately succeeding
Determination Date;

      (b)   as of any Determination Date, the Trailing Six Month Default Rate
exceeds 6.00% (or, solely during the Purchase Period, 7.0%) and such excess
shall continue to exist on the immediately succeeding Determination Date;

      (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 (60 to 120)
Day Delinquency Rate exceeds 6.0% and such excess shall continue to exist on the
immediately succeeding Determination Date;

      (e)   as of any Determination Date, the Trailing Three Month Gross
Recoveries are less than 85% and such deficiency shall continue to exist on the
immediately succeeding Determination Date;

      (f)   Bluegreen shall cease to legally and beneficially own (whether
directly or indirectly) 100% of the issued and outstanding stock of the Trust
Depositor and the Club Managing Entity;

      (g)   a Servicer Termination Event or an Event of Default shall have
occurred and be continuing;

      (h)   (x) failure on the part of any Seller Party to make or cause to be
made any payment or deposit (or, in the alternative, replace or remove any Trust
Asset from the Asset Pool) required by the terms of the Sale and Servicing
Agreement or any other Transaction Document on the day such payment or deposit
(or replacement or removal) was required to be made by such Seller Party and
such failure shall continue for one (1) Business Day, (y) failure on the part of
the Trust Depositor to observe or perform the covenants or agreements set forth
in the Sale and Servicing Agreement or (z) failure on the part of the Club
Trustee to observe or perform its covenants or agreements set forth in Section
6.2 of the Sale and Servicing Agreement;

      (i)   failure on the part of any Seller Party or the Club Trustee to
observe or perform any of its covenants or agreements set forth in any
Transaction Document (other than as expressly provided for in another clause of
this definition), which failure continues unremedied for a period of 30 days
after the earlier of (i) such Seller Party or the Club Trustee obtains actual
knowledge of such failure after due inquiry or (ii) the Facility Administrator,
the Indenture Trustee or the Custodian provides the Servicer with written notice
of such failure;

      (j)   any representation, warranty, certification or statement made by any
Seller Party or the Club Trustee in any Transaction Document or any information
required to be given by any Seller Party or the Club Trustee to the Facility
Administrator, the Indenture Trustee or the Custodian 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 the earlier of (i) such Seller Party or
the Club Trustee obtains actual knowledge of such failure after due inquiry or
(ii) the Facility Administrator, the Indenture Trustee or the Custodian provides
the Servicer with written notice of such failure; provided, that this clause (j)
shall not apply to any representation, warranty,

                                     - 32 -


certification or statement 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;

      (k)   any Seller Party or the Club Trustee shall become an "investment
company" within the meaning of the Investment Company Act of 1940, as amended
(the "Act") or the arrangements contemplated by the Transaction Documents shall
require registration as an "investment company" within the meaning of the Act;

      (l)   (i) one or more final judgments for the payment of money shall be
entered against the Trust Depositor or the Club Trustee, and such judgment shall
not have been discharged, stayed or bonded pending appeal within thirty (30)
consecutive days after the entry thereof or (ii) one or more final judgments for
the payment of money shall be entered against Bluegreen or any of its
Subsidiaries (other than the Trust Depositor) in an amount in excess of an
amount equal to 2.5% of Bluegreen's Tangible Net Worth, individually or in the
aggregate, and such judgment shall not have been discharged, stayed or bonded
pending appeal within thirty (30) consecutive days after the entry thereof;

      (m)   (i) failure of the Trust Depositor or the Club Trustee to pay any
Indebtedness when due, (ii) any event or condition shall occur with respect to
such Indebtedness which results in the acceleration, or permits the
acceleration, of the maturity with respect to such Indebtedness, (iii) or any
such Indebtedness is declared to be due and payable, or is required to be
prepaid (other than by a regularly scheduled required prepayment) prior to the
stated maturity thereof;

      (n)   as of any Determination Date (in respect of any Asset Pool Portion)
after the first date on which the Overcollateralization Amount for such Asset
Pool Portion equals or exceeds the Required Overcollateralization Amount for
such Asset Pool Portion, the Overcollateralization Amount for each Asset Pool
Portion is less than the Required Overcollateralization Amount (after giving
effect to the Note Principal Distributable Amount on the immediately succeeding
Payment Date) for such Asset Pool Portion and such deficiency shall continue to
exist on the immediately succeeding Determination Date; or

      (o)   any material default or breach by Seller or its Affiliates by any
Seller Party or any of its Affiliates occurs and is continuing under any
Operating Contract;

      provided that, and in any such event but subject to the following proviso,
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; provided further, that, subject to the last sentence of this
paragraph, a Termination Event which is a Trigger Event shall no longer be
deemed to be continuing as of a particular Determination Date (a "cure") if the
Trust Depositor shall have delivered to the Facility Administrator and the
Indenture Trustee written notice that (i) no Trigger Event shall have occurred
or been continuing for three (3) consecutive Determination Dates as evidenced by
the Reports delivered to the Facility Administrator pursuant to Article IX of
the Sale and Servicing Agreement in respect of such Determination Dates and (ii)
it has elected to "cure" such Trigger Event. The right of the Trust Depositor to
"cure" a Trigger Event pursuant to the immediately preceding proviso may only be
exercised two (2) times and written notice thereof, if any, shall be delivered
within thirty (30) days after the date on which the Trust Depositor is permitted
to effect such "cure".

      Time Share Association. A not-for-profit corporation or entity or
cooperative association under applicable state or other law which is responsible
for operating and maintaining an Eligible Resort pursuant to the terms of a
declaration and/or time share declaration or other applicable governing
documents.

                                     - 33 -


      Time Share Documents. With respect to any Eligible Resort, the Purchase
Documents, any and all documents evidencing or relating to the sale of
Intervals, the Declaration, the articles of incorporation and bylaws of the Time
Share Association, any management agreement between the Time Share Association
and a manager of the Eligible Resort, and any rules and regulations of the Time
Share Association.

      Trailing Six Month Default Rate. The fraction (expressed as a percentage)
determined by dividing (a) (i) the aggregate Receivable Balance of all
Receivables in the Asset Pool which became Defaulted Receivables during the
previous six (6) Collection Periods (as measured at the end of the respective
Collection Periods) less (ii) the Receivable Balance of all Defaulted
Receivables that subsequently became current with all payments (including
Recoveries) during the previous six (6) Collection Periods by (b) the average
beginning 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 (60 to 120) Day Delinquency Rate. 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 60 to 120 days delinquent 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 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. Any Receivable which is subject to the Servicer Purchase Option shall be
excluded from the calculation of this definition.

      Tranche. Means, as applicable, (i) Asset Pool Portions purchased over the
first 18 month period after the Initial Transfer Date and (ii) thereafter, Asset
Pool Portions purchased over the immediately succeeding 6 month period.

      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 Agreement, the Notes, the Fee
Letter, the Back-Up Servicing Agreement, each Assignment, each Mortgage
Assignment, any Lockbox Agreement and all other agreements, indemnities,
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 written
matter whether heretofore, now or hereafter executed by or on behalf of any
Seller Party or any of its Affiliates, the Club Trustee 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.

                                     - 34 -


      Transfer Date. The Initial Transfer Date, any Incremental Transfer Date
thereafter, any Substitute Asset Transfer Date or any date on which an Upgrade
Receivable is added to the Asset Pool, as applicable.

      Transfer Deposit Amount. With respect to each Receivable that is an
Ineligible Asset (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.

      Trigger Event. A Termination Event under any of paragraphs (a), (b), (d),
(e) or (n) of the definition thereof.

      Trust. BXG Receivables Owner Trust 2004-A.

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

      (i)   all Receivables (including Receivables in respect of Substitute
      Assets) conveyed or being conveyed to the Trust under the Sale and
      Servicing Agreement and specified on the List of Receivables (or List of
      Substitute Receivables) delivered to the Facility Administrator and the
      Custodian, and all payments of interest and principal, other Collections
      thereon and monies received, due or to become due in payment of such
      Receivables after the applicable Cutoff Date;

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

      (iii) the Receivables Files;

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

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

      (vi)  all rights of the Trust Depositor under the Sale and Contribution
      Agreement including but not limited to all rights with respect to the
      Receivables, including, without limitation, in respect of the obligation
      of the Sellers to repurchase or replace Receivables under certain
      circumstances as specified therein;

      (vii) the Trust Accounts and all Trust Account Property;

                                     - 35 -


      (viii) each Assignment; and

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

      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 a Defaulted Receivable.

      Unit(s). One individual air-space condominium unit, cabin, villa, cottage
or townhome within an Eligible Resort, together with all furniture, fixtures and
furnishings therein, and together with any and all interests in common elements
appurtenant thereto, as provided in the related 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. An event whereby a Receivable for which (i) the related Obligor
has elected to terminate its interest in an existing Interval and all related
Owner Beneficiary Rights and Vacation Points (if any) in exchange for purchasing
an upgraded Interval of higher value than the existing Interval and related
Owner Beneficiary Rights and Vacation Points and (ii) the applicable Seller of
the existing Interval releases the existing Interval and all related Owner
Beneficiary Rights and Vacation Points (if any) in exchange for receiving (in
substantially all cases) a new Receivable from the Obligor secured by the
upgraded Interval and related Owner Beneficiary Rights and Vacation Points.

      Upgrade Receivable. As defined in Section 2.13 of the Sale and Servicing
Agreement.

      Vacation Points. As defined in the Club Trust Agreement.

      Weighted Average Note Rate. At any date of determination, a fraction
(expressed as a percentage) determined by dividing (a) the sum of the products
of (i) the Note Rate applicable to each Asset Pool Portion multiplied by (ii)
the aggregate outstanding principal balance of the Notes applicable to such
Asset Pool Portion divided by (b) the Outstanding Amount.

                                     - 36 -


      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
related Cutoff Date) of the Receivables in such Asset Pool Portion multiplied by
(ii) the number of months that have elapsed since the Cutoff Date for such Asset
Pool Portion by (b) the aggregate Receivable Balance of the Receivables in such
Tranche (as of the related Cutoff Date).

                                     - 37 -

EX-10.127

                                                                  EXHIBIT 10.127

                                  $156,600,000
                        BXG RECEIVABLES NOTE TRUST 2004-B

     $72,300,000 4.445% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS A
     $24,100,000 4.695% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS B
     $10,300,000 5.190% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS C
     $43,000,000 6.680% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS D
     $ 6,900,000 7.180% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS E


                             NOTE PURCHASE AGREEMENT
                                                                    July 1, 2004
BB&T CAPITAL MARKETS,
    A DIVISION OF SCOTT & STRINGFELLOW, INC.
909 EAST MAIN STREET
RICHMOND, VIRGINIA 23219

Ladies and Gentlemen:

                  Section 1. INTRODUCTORY. BXG Receivables Note Trust 2004-B
(the "ISSUER"), a Delaware statutory trust, proposes, subject to the terms and
conditions stated herein, to issue and sell to BB&T Capital Markets, a division
of Scott & Stringfellow, Inc., as initial purchaser (the "INITIAL PURCHASER")
its Timeshare Loan-Backed Notes, Series 2004-B, Class A, Class B, Class C, Class
D and Class E (collectively, the "NOTES") in the Initial Note Balances set forth
in EXHIBIT A attached hereto, to be issued under an indenture, dated as of June
15, 2004 (the "INDENTURE"), by and among the Issuer, Bluegreen Corporation
("BLUEGREEN"), as servicer (the "SERVICER"), Vacation Trust, Inc., as club
trustee, Concord Servicing Corporation, as backup servicer, and U.S. Bank
National Association, as indenture trustee (the "INDENTURE TRUSTEE"). The
Securities Act of 1933, as amended, is herein referred to as the "SECURITIES
ACT". Capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the "Standard Definitions" attached as ANNEX A to the
Indenture.

                  Section 2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND
BLUEGREEN. Each of Bluegreen and the Issuer jointly and severally represent and
warrant to the Initial Purchaser, as of the Closing Date, that:

                  (a) A preliminary confidential offering circular and a
confidential offering circular relating to the Notes to be offered by the
Initial Purchaser have been prepared by the Issuer. Such preliminary
confidential offering circular (the "PRELIMINARY OFFERING CIRCULAR") and
confidential offering circular (the "OFFERING CIRCULAR"), as amended or
supplemented by any additional written information and documents concerning the
Notes delivered by or on behalf of the Issuer to prospective purchasers are
hereinafter collectively referred to as the "OFFERING DOCUMENT". On the date of
this Note Purchase Agreement (this "AGREEMENT") and the Closing Date, the
Offering Document does not include, or will not include, as the case may be, any
untrue statement of a material fact or omit to state any material fact necessary
in order to




make the statements therein, in the light of the circumstances under which they
were made, not misleading. The preceding sentence does not apply to statements
in or omissions from the Offering Document based upon written information
furnished to the Issuer or Bluegreen by the Initial Purchaser specifically for
use therein, it being understood and agreed that the only such information is
that described as such in Section 7(b) hereof.

                  (b) The Issuer is a statutory trust duly formed, validly
existing and in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Offering Document; and the Issuer is duly qualified
to do business as a foreign entity in good standing in all other jurisdictions
in which its ownership or lease of property or the conduct of its business
requires such qualification, and in which the failure to be so qualified would
have a Material Adverse Effect (as defined below) in relation to the Issuer. As
used herein, "MATERIAL ADVERSE Effect" shall mean, with respect to any Person, a
material adverse effect on the condition (financial or otherwise), business,
properties or results of operations of such Person.

                  (c) Bluegreen is a corporation duly formed, validly existing
and in good standing under the laws of the State of Massachusetts, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Offering Document; and Bluegreen is duly qualified
to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, and in which the failure to be so
qualified would have a Material Adverse Effect with respect to Bluegreen.

                  (d) The Indenture has been duly authorized and on the Closing
Date, the Indenture will have been duly executed and delivered, will conform to
the description thereof contained in the Offering Document and will constitute,
a valid and legally binding agreement of the Issuer, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

                  (e) The Notes have been duly authorized; and when the Notes
are delivered, paid for, and authenticated pursuant to this Agreement on the
Closing Date, such Notes will have been duly executed, authenticated, issued and
delivered and will conform to the description thereof contained in the Offering
Document; will constitute valid and legally binding obligations of the Issuer,
enforceable against the Issuer in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

                  (f) Assuming (i) that the Initial Purchaser's representations
and warranties in Section 4 hereof are true, and (ii) compliance by the Initial
Purchaser with the covenants set forth herein, no consent, approval,
authorization, or order of, or filing with, any governmental agency or body or
any court is required for the consummation of the transactions contemplated by
the Transaction Documents and in connection with the issuance and sale of the
Notes by the Issuer, other than (i) as may required under the securities or blue
sky laws of the various jurisdictions in which the Notes are being offered by
the Initial Purchaser and (ii) as have been made or obtained



                                       2


on or prior to the Closing Date (or, if not required to be made or obtained on
or prior to the Closing Date, that will be made or obtained when required).

                  (g) The execution, delivery and performance of each of the
Transaction Documents and the issuance and sale of the Notes and compliance with
the terms and provisions thereof will not result in a breach or violation of any
of the terms and provisions of, or constitute a default under, (i) any statute,
any rule, regulation or order of any governmental agency or body or any court,
domestic or foreign, having jurisdiction over the Issuer, Bluegreen or any of
their Affiliates or any of their properties, (ii) any agreement or instrument to
which the Issuer, Bluegreen or any of their Affiliates is a party or by which
the Issuer, Bluegreen or any of their Affiliates is bound or to which any of the
properties of the Issuer, Bluegreen or any of their Affiliates is subject, or
(iii) the organizational documents of the Issuer, Bluegreen or any of their
Affiliates and the Issuer has full power and authority to authorize, issue and
sell the Notes as contemplated by this Agreement, except in the cases of clauses
(i) and (ii), such breaches, violations or defaults that in the aggregate would
not have a Material Adverse Effect on the Issuer, Bluegreen or any of their
Affiliates.

                  (h) This Agreement and each other Transaction Document to
which the Issuer is a party have each been duly authorized, executed and
delivered by the Issuer. This Agreement and the other Transaction Documents to
which Bluegreen is a party have each been duly authorized, executed and
delivered by Bluegreen.

                  (i) The Issuer has good and marketable title to all real
properties and all other properties and assets owned by it, in each case free
from liens, encumbrances and defects that would materially affect the value
thereof or materially interfere with the use made or to be made thereof by it
other than liens and encumbrances pursuant to the Transaction Documents; and
except as disclosed in the Offering Document, Bluegreen holds any leased real or
personal property under valid and enforceable leases with no exceptions that
would materially interfere with the use made or to be made thereof by it.

                  (j) The Issuer possesses adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by it and has not received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Issuer, would
individually or in the aggregate have a Material Adverse Effect.

                  (k) Except as disclosed in the Offering Document, there are no
pending actions, suits or proceedings against or affecting the Issuer, Bluegreen
or any of their Affiliates or any of their respective properties that, if
determined adversely to the Issuer, would individually or in the aggregate have
a Material Adverse Effect on the Issuer, Bluegreen or any of their Affiliates,
or would materially and adversely affect the ability of the Issuer, Bluegreen or
any of their Affiliates to perform its obligations under any of the Transaction
Documents to which it is a party, or which are otherwise material in the context
of the sale of the Notes; and, to the Issuer's knowledge, no such actions, suits
or proceedings are threatened or, contemplated.

                  (l) The Issuer is not an open-end investment company, unit
investment trust or face-amount certificate company that is or is required to be
registered under Section 8 of the



                                       3


United States Investment Company Act of 1940, as amended, (the "INVESTMENT
COMPANY ACT"); and the Issuer is not and, after giving effect to the offering
and sale of the Notes and the application of the proceeds thereof as described
in the Offering Document, will not be an "investment company" as defined in the
Investment Company Act.

                  (m) No securities of the same class (within the meaning of
Rule 144A(d)(3) under the Securities Act) as the Notes are listed on any
national securities exchange registered under Section 6 of the United States
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").

                  (n) Assuming (i) that the Initial Purchaser's representations
and warranties in Section 4 hereof are true and (ii) compliance by the Initial
Purchaser with the covenants set forth herein, the offer and sale of the Notes
to the Initial Purchaser in the manner contemplated by this Agreement will be
exempt from the registration requirements of the Securities Act by reason of
Section 4(2) thereof and it is not necessary to qualify an indenture in respect
of the Notes under the United States Trust Indenture Act of 1939, as amended
(the "TRUST INDENTURE ACT").

                  (o) The Issuer has not entered and will not enter into any
contractual arrangement with respect to the distribution of the Notes except for
this Agreement.

                  (p) Upon execution and delivery of the Transaction Documents,
the Issuer will have acquired all right, title and interest in and to the
Timeshare Loans free and clear of all liens other than liens under the
Transaction Documents.

                  (q) Upon the execution and delivery of the Transaction
Documents, the Issuer will have the power and authority to pledge the Timeshare
Loans to the Indenture Trustee on behalf of the Noteholders.

                  (r) Each of the representations and warranties of the Issuer
and Bluegreen set forth in each of the Transaction Documents to which it is a
party is true and correct in all material respects.

                  (s) Any taxes, fees and other governmental charges in
connection with the execution and delivery of the Transaction Documents or the
execution, delivery and sale of the Notes have been or will be paid prior to the
Closing Date.

                  Section 3. PURCHASE, SALE AND DELIVERY OF NOTES.

                  (a) On the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions set forth
herein, the Issuer agrees to sell to the Initial Purchaser and the Initial
Purchaser agrees to purchase from the Issuer, the Notes at the respective
purchase prices and the Initial Note Balances set forth in EXHIBIT A hereto.

                  (b) The Issuer will deliver against payment of the aggregate
purchase price for all the Notes, the Notes to be purchased by the Initial
Purchaser hereunder in the form of one permanent global security in definitive
form without interest coupons (the "GLOBAL NOTES") deposited with the Indenture
Trustee, as custodian for DTC, and registered in the name of Cede



                                       4


& Co., as nominee for DTC. The Global Notes shall include the legend regarding
restrictions on transfer set forth under "TRANSFER RESTRICTIONS" in the Offering
Circular.

                  (c) Payment for the Notes shall be made by the Initial
Purchaser in federal (same day) funds by wire transfer to an account at a bank
acceptable to the Initial Purchaser and designated by the Issuer on July 8, 2004
(or, at such time not later than seven full Business Days thereafter as the
Initial Purchaser and the Issuer shall determine, the "CLOSING DATE") against
delivery to the Indenture Trustee as custodian for DTC of the Global Notes. The
Global Notes will be made available for inspection at the offices of Baker &
McKenzie, counsel to the Initial Purchaser, at least 24 hours prior to the
Closing Date.

                  Section 4. REPRESENTATIONS OF THE INITIAL PURCHASER; RESALES.

                  (a) The Initial Purchaser represents and warrants that it is
an "accredited investor" within the meaning of Regulation D under the Securities
Act.

         The Initial Purchaser acknowledges and agrees that (i) the Notes have
not been registered under the Securities Act or any state securities or blue sky
laws and (ii) it may not and will not offer or sell the Notes to any person
except Persons whom the Initial Purchaser reasonably believes to be a QIB. The
Initial Purchaser represents and agrees that it has offered and sold the Notes,
and will offer and sell the Notes, as part of its distribution at any time, only
in accordance with Rule 144A under the Securities Act, this Agreement and the
Offering Document.

                  (b) The Initial Purchaser agrees that it and each of its
Affiliates has not entered and will not enter into any contractual arrangement
with respect to the distribution of the Notes.

                  (c) The Initial Purchaser agrees that it and each of its
affiliates will not offer or sell the Notes in the United States by means of any
form of general solicitation or general advertising within the meaning of Rule
502(c) under the Securities Act, including, but not limited to (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. The Initial Purchaser agrees, with respect
to resales made in reliance on Rule 144A of any of the Notes, to deliver either
with the confirmation of such resale or otherwise prior to settlement of such
resale a notice to the effect that the resale of such Notes has been made in
reliance upon the exemption from the registration requirements of the Securities
Act provided by Rule 144A.

                  (d) One of the following statements is true and correct: (i)
the Initial Purchaser is not an "employee benefit plan" within the meaning of
Section 3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of
the Code (a "PLAN") and it is not directly or indirectly acquiring the Notes on
behalf of, as investment manager of, as named fiduciary of, as trustee of, or
with assets of a Plan, or (ii) the proposed acquisition or transfer will qualify
for a statutory or administrative prohibited transaction exemption under ERISA
or Section 4975(c)(1) of the Code for which a statutory or administrative
exception is available.

                  (e) The Initial Purchaser understands that the Issuer and
Bluegreen, and for purposes of the opinions to be delivered to the Initial
Purchaser pursuant to Section 6(d) hereof,



                                       5


counsel to the Issuer and/or Bluegreen, will rely upon the accuracy and truth of
the foregoing representations and the Initial Purchaser hereby consents to such
reliance.

                  (f) This Agreement has been duly authorized, executed and
delivered by the Initial Purchaser and constitutes a legal, valid and binding
agreement enforceable against the Initial Purchaser in accordance with its
terms, subject to applicable bankruptcy, insolvency, and similar laws affecting
creditors' rights generally, and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

                  (g) The Initial Purchaser agrees to treat and to take no
action inconsistent with the treatment of the Notes as indebtedness of the
Issuer.

                  Section 5. CERTAIN COVENANTS OF THE ISSUER. The Issuer agrees
with the Initial Purchaser that:

                  (a) The Issuer will advise the Initial Purchaser promptly of
any proposal to amend or supplement the Offering Document and will not effect
such amendment or supplementation without the Initial Purchaser's consent. If,
at any time prior to the completion of the resale of the Notes by the Initial
Purchaser, any event occurs as a result of which the Offering Document as then
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, the Issuer promptly will notify the Initial Purchaser of such event
and promptly will prepare, at its own expense, an amendment or supplement which
will correct such statement. Neither the consent of the Initial Purchaser to,
nor the Initial Purchaser's delivery to offerees or investors of, any such
amendment or supplement shall constitute a waiver of any of the conditions set
forth in Section 6.

                  (b) The Issuer will furnish to the Initial Purchaser copies of
the Offering Document and all amendments and supplements to such documents, in
each case as soon as available and in such quantities as the Initial Purchaser
reasonably requests. At any time the Notes are Outstanding, the Issuer will
promptly furnish or cause to be furnished to the Initial Purchaser and, upon
request of holders and prospective purchasers of the Notes, to such holders and
purchasers, copies of the information required to be delivered to holders and
prospective purchasers of the Notes pursuant to Rule 144A(d)(4) under the
Securities Act (or any successor provision thereto) in order to permit
compliance with Rule 144A in connection with resales by such holders of the
Notes. The Issuer will pay the expenses of printing and distributing to the
Initial Purchaser all such documents.

                  (c) During the period of two years after the Closing Date, the
Issuer will not, and will not permit any of its affiliates (as defined in Rule
144 under the Securities Act) to, resell any of the Notes that have been
reacquired by any of them.

                  (d) During the period of two years after the Closing Date, the
Issuer shall use its reasonable best efforts to ensure that it will not be or
become, an open-end investment company, unit investment trust or face-amount
certificate company that is or is required to be registered under Section 8 of
the Investment Company Act.



                                       6


                  (e) The Issuer will pay all expenses incidental to the
performance of its obligations under the Transaction Documents including (i) all
expenses in connection with the execution, issue, authentication, packaging and
initial delivery of the Notes, the preparation of the Transaction Documents and
the printing of the Offering Document and amendments and supplements thereto,
and any other document relating to the issuance, offer, sale and delivery of the
Notes; (ii) any expenses (including reasonable fees and disbursements of
counsel) incurred in connection with qualification of the Notes for sale under
the laws of such jurisdictions in the United States and Canada as the Initial
Purchaser designates and the printing of memoranda relating thereto; (iii) any
fees charged by investment rating agencies for the rating of the Notes, and (iv)
expenses incurred in distributing the Offering Document (including any
amendments and supplements thereto) to the Initial Purchaser.

                  (f) In connection with the offering, until the Initial
Purchaser shall have notified the Issuer of the completion of the resale of the
Notes, neither the Issuer nor any of its Affiliates has or will, either alone or
with one or more other persons, bid for or purchase for any account in which it
or any of its Affiliates has a beneficial interest any Notes or attempt to
induce any person to purchase any Notes; and neither it nor any of its
Affiliates will make bids or purchases for the purpose of creating actual, or
apparent, active trading in, or of raising the price of, the Notes.

                  Section 6. CONDITIONS OF THE INITIAL PURCHASER'S OBLIGATIONS.
The obligations of the Initial Purchaser to purchase and pay for the Notes on
the Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Issuer and Bluegreen herein, the accuracy of the
statements of officers of the Issuer made pursuant to the provisions hereof, the
performance by the Issuer of its obligations hereunder and the following
additional conditions precedent:

                  (a) The Initial Purchaser shall have received a letter, dated
the date of the Offering Document from Ernst & Young LLP in form and substance
satisfactory to the Initial Purchaser concerning the financial and statistical
information contained in the Offering Document.

                  (b) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) a change in U.S. or international
financial, political or economic conditions or currency exchange rates or
exchange controls as would, in the judgment of the Initial Purchaser, be likely
to prejudice materially the success of the proposed issue, sale or distribution
of the Notes, whether in the primary market or in respect of dealings in the
secondary market, or (ii) (A) any change, or any development or event involving
a prospective change, in the condition (financial or other), business,
properties or results of operations of the Issuer or Bluegreen which, in the
judgment of the Initial Purchaser, is material and adverse and makes it
impractical or inadvisable to proceed with completion of the offering or the
sale of and payment for the Notes; (B) any downgrading in the rating of any debt
securities of the Issuer or Bluegreen by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the
Securities Act), or any public announcement that any such organization has under
surveillance or review its rating of any debt securities of the Issuer or
Bluegreen (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating); (C)
any suspension or limitation of trading in securities



                                       7


generally on the New York Stock Exchange or any setting of minimum prices for
trading on such exchange, or any suspension of trading of any securities of the
Issuer or Bluegreen on any exchange or in the over-the-counter market; (D) any
banking moratorium declared by U.S. Federal or New York authorities; or (E) any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the reasonable judgment of the
Initial Purchaser, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the offering or sale of and payment for the Notes.

                  (c) The Notes shall have been duly authorized, executed,
authenticated, delivered and issued, and each of the Transaction Documents shall
have been duly authorized, executed and delivered by the respective parties
thereto and shall be in full force and effect, and all conditions precedent
contained in the Transaction Documents shall have been satisfied or waived.

                  (d) The Initial Purchaser shall have received from counsel to
each party to the Transaction Documents, written opinions dated the Closing Date
and in form and substance satisfactory to the Initial Purchaser, covering such
matters as the Initial Purchaser may reasonably request, including but not
limited to the following:

                           (i) CORPORATE OPINIONS. An opinion in respect of each
                  party to the Transaction Documents that such party has been
                  duly formed, existing and in good standing under the laws of
                  its state of formation, with all requisite power and authority
                  to own its properties and conduct its business.

                           (ii) LEGAL, VALID, BINDING AND ENFORCEABLE. An
                  opinion in respect of each party to the Transaction Documents
                  that each Transaction Document to which it is a party has been
                  duly authorized, executed and delivered and constitutes the
                  valid and legally binding obligations of each party
                  enforceable in accordance with its terms, subject to
                  bankruptcy, insolvency, fraudulent transfer, reorganization,
                  moratorium and similar laws of general applicability relating
                  to or affecting creditors' rights and to general equity
                  principles.

                           (iii) NOTES. An opinion of counsel to the Issuer that
                  the Notes have been duly authorized and executed, are in the
                  form contemplated by the Indenture and conform in all material
                  respects to the description thereof contained in the Offering
                  Document, and when authenticated by the Indenture Trustee in
                  the manner provided for in the Indenture (assuming the due
                  authorization, execution and delivery of the Indenture by the
                  Indenture Trustee), and delivered against payment of the
                  purchase price therefor, constitute valid and legally binding
                  obligations of the Issuer enforceable in accordance with their
                  terms, subject to bankruptcy, insolvency, fraudulent transfer,
                  reorganization, moratorium and similar laws of general
                  applicability relating to or affecting creditors' rights and
                  to general equity principles.



                                       8


                           (iv) NO CONSENTS REQUIRED. An opinion in respect of
                  each party to the Transaction Documents that in respect such
                  party, no consent, approval, authorization or order of, or
                  filing with, any governmental agency or body or any court is
                  required for the consummation of the transactions contemplated
                  by the Transaction Documents.

                           (v) LITIGATION. An opinion in respect of each party
                  to the Transaction Documents that in respect of such party,
                  there are no pending actions, suits or proceedings to which
                  such party, any of its subsidiaries or any of their respective
                  properties is a party to or is subject to, that, if determined
                  adversely to such party or any of its subsidiaries, would
                  individually or in the aggregate have a Material Adverse
                  Effect, or would materially and adversely affect the ability
                  of such party to perform its obligations under the Transaction
                  Documents; and, to the knowledge of the opining party, no such
                  actions, suits or proceedings are threatened.

                           (vi) NON-CONTRAVENTION. An opinion in respect of each
                  party to the Transaction Documents that in respect of such
                  party the execution, delivery and performance of the
                  Transaction Documents to which it is a party will not result
                  in a breach or violation of any of the terms and provisions
                  of, or constitute a default under (A) the organizational
                  documents of such party, (B) any statute, rule, regulation or
                  order of any governmental agency or body or any court having
                  jurisdiction over such party or any subsidiary of such party
                  or any of their properties, or, (C) to the Knowledge of the
                  opining party, any agreement or instrument to which such party
                  is a party or by which such party is bound or to which any of
                  the properties of such party is subject, or the organizational
                  documents of such party, the result of which, in each of the
                  foregoing cases, would have a Material Adverse Effect on such
                  party and its subsidiaries, taken as a whole.

                           (vii) SECURITIES LAWS. Assuming (i) that the Initial
                  Purchaser's representations and warranties in Section 4 hereof
                  are true, and (ii) compliance by the Initial Purchaser with
                  the covenants set forth herein, an opinion that it is not
                  necessary in connection with (i) the offer, sale and delivery
                  of Notes by the Issuer to the Initial Purchaser pursuant to
                  this Agreement, or (ii) the resales of the Notes by the
                  Initial Purchaser in the manner contemplated by this
                  Agreement, to register the Notes under the Securities Act or
                  to qualify the Indenture under the Trust Indenture Act.

                           (viii) INVESTMENT COMPANY ACT. An opinion that the
                  Issuer is not and, after giving effect to the offering and
                  sale of the Notes and the application of the proceeds as
                  described in the Offering Document, will not be an "investment
                  company" as defined in the Investment Company Act.

                           (ix) FEDERAL INCOME TAX. An opinion that for U.S.
                  federal income tax purposes (a) the Issuer will not be treated
                  as a publicly traded



                                       9


                  partnership or taxable mortgage pool taxable as a corporation,
                  and (b) the Notes will be treated as indebtedness of the
                  Issuer.

                           (x) TRUE SALE. A true sale opinion to the effect that
                  in the event that the transferor of Timeshare Loans in the
                  Transfer Agreement, the Purchase Agreement and the Sale
                  Agreement were to become a debtor in a case under the
                  Bankruptcy Code, a court of competent jurisdiction would hold
                  that the Timeshare Loans and other assets sold to the
                  transferee under the related Transfer Agreement, Purchase
                  Agreement and Sale Agreement would not constitute property of
                  such transferor's bankruptcy estate.

                           (xi) NON-CONSOLIDATION. An opinion to the effect that
                  in the event that Bluegreen, the Developer and/or the Club
                  Managing Entity were to become a debtor in a case under the
                  Bankruptcy Code, a court of competent jurisdiction would not
                  disregard the separate existence of the Issuer or the
                  Depositor, so as to order the substantive consolidation of the
                  assets and liabilities of (a) the Issuer or the Depositor on
                  the one hand and (b) Bluegreen on the other hand.

                           (xii) SECURITY INTERESTS. An opinion to the effect
                  that (i) in the event that the transfer of Timeshare Loans
                  from the Depositor to the Issuer shall be considered a loan
                  secured by the Timeshare Loans, upon execution of the Sale
                  Agreement and upon possession of the Mortgage Notes and
                  Finance Agreements in the State of Minnesota and the filing of
                  financing statements related thereto, the Issuer will have a
                  perfected first priority security interest in the Mortgage
                  Notes and other assets which may be perfected by filing, and
                  (ii) upon execution of the Indenture and upon possession of
                  the Mortgage Notes and Finance Agreements in the State of
                  Minnesota and the filing of financing statements related
                  thereto, the Indenture Trustee will have a perfected first
                  priority security interest in the Mortgage Notes and other
                  assets which may be perfected by filing.

                           (xiii) LOCAL LAW. An opinion with respect to each
                  jurisdiction in which a Resort is located to the effect that
                  (i) all timeshare associations for Resorts in such
                  jurisdiction are duly organized, validly existing and in good
                  standing under the laws of such jurisdiction, (ii) the manner
                  of offering for sale of and the sale of timeshare estates in
                  such Resorts complies with the requirements of the applicable
                  governmental authorities in such jurisdiction, (iii) the form
                  of purchase contract, obligor notes, mortgages (if applicable)
                  are sufficient to create a valid and binding obligation of the
                  purchaser, enforceable against such purchaser in accordance
                  with its terms, (iv) the timeshare loans are assignable by the
                  holder thereof, and (v) the form of assignment of Mortgage, to
                  the extent applicable, are proper form for recording in such
                  jurisdiction.

                  (e) The Initial Purchaser shall have received a letter from
Akerman & Senterfitt that such counsel has no reason to believe that the
Offering Circular as of the date of the Offering Circular and the Closing Date,
contained any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements therein not misleading; it being




                                       10


understood that such counsel need express no opinion as to the financial
statements or other financial data contained in the Offering Circular.

                  (f) The Initial Purchaser shall have received from each party
to the Transaction Documents such information, certificates and documents as the
Initial Purchaser may reasonably have requested and all proceedings in
connection with the transactions contemplated by this Agreement and all
documents incident hereto shall be in all material respects reasonably
satisfactory in form and substance to the Initial Purchaser.

                  (g) The (i) Class A Notes, Class B Notes, Class C Notes, Class
D Notes shall have received a rating of "Aaa", "Aa3", "A3" and "Baa3",
respectively from Moody's, (ii) Class A Notes, Class B Notes, Class C Notes,
Class D Notes and Class E Notes shall have received a rating of "AAA", "AA",
"A", "BBB" and "BBB", respectively, from S&P, and (iii) none of such ratings
shall have been rescinded, and no public announcement shall have been made by
either of the Rating Agencies that the rating of any Class of Notes has been
placed under review.

         The Initial Purchaser may in its sole discretion waive compliance with
any conditions to the obligations of the Initial Purchaser hereunder.

                  Section 7. INDEMNIFICATION AND CONTRIBUTION.

                  (a) Each of the Issuer and Bluegreen jointly and severally
agrees (i) to indemnify and hold harmless the Initial Purchaser, its partners,
directors and officers and each person, if any, who controls the Initial
Purchaser within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which the Initial
Purchaser may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (A) any breach of any of the
representations and warranties of the Issuer or Bluegreen contained herein, or
(B) any untrue statement or alleged untrue statement of any material fact
contained in the Offering Document, or any amendment or supplement thereto, or
any related preliminary offering circular, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, including any losses, claims, damages or
liabilities arising out of or based upon the Issuer's failure to perform its
obligations under Section 5(a) of this Agreement, and (ii) will reimburse the
Initial Purchaser for any legal or other expenses reasonably incurred by the
Initial Purchaser in connection with investigating or defending any loss, claim,
damage, liability or action, described in clause (i) above, as such expenses are
incurred; PROVIDED, HOWEVER, that neither the Issuer nor Bluegreen will be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the Issuer
or Bluegreen by the Initial Purchaser specifically for use therein, it being
understood and agreed that the only such information consists of the information
described as such in subsection (b) below; and PROVIDED, FURTHER, that with
respect to any untrue statement or alleged untrue statement in or omission or
alleged omission from the Preliminary Offering Circular the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of the Initial
Purchaser that sold the Notes concerned to the person asserting any such losses,
claims, damages



                                       11


or liabilities, to the extent that such sale was an initial resale by such
Initial Purchaser and any such loss, claim, damage or liability of the Initial
Purchaser results from the fact that there was not sent or given to such person,
at or prior to the written confirmation of the sale of such Notes to such
person, a copy of the Offering Circular (exclusive of any material included
therein but not attached thereto) if the Issuer had previously furnished copies
thereof to the Initial Purchaser.

                  (b) The Initial Purchaser will indemnify and hold harmless the
Issuer and Bluegreen, its directors and officers, and each person, if any, who
controls the Issuer within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities to which the Issuer and
Bluegreen may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Offering Document, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Issuer and Bluegreen by the Initial Purchaser specifically for
use therein, and the Initial Purchaser will reimburse any legal or other
expenses reasonably incurred by the Issuer and Bluegreen in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by the Initial Purchaser consists of the second and sixth
paragraphs under the caption "PLAN OF DISTRIBUTION"; PROVIDED, HOWEVER, that the
Initial Purchaser shall not be liable for any losses, claims, damages or
liabilities arising out of or based upon the Issuer's failure to perform its
obligations under Section 5(a) of this Agreement.

                  (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above, except to the extent that the
indemnifying party has been materially prejudiced by such failure. In case any
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the indemnified
party (which consent shall not be unreasonably withheld), settle or compromise
or consent to the entry of any judgment with respect to any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could be a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement,



                                       12


compromise or consent includes an unconditional release of such indemnified
party from all liability on any claims that are the subject matter of such
action and does not include a statement as to or an admission of fault,
culpability or failure to act by or on behalf of any indemnified party.

                  (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuer and Bluegreen on the one hand and the Initial Purchaser on the other
from the offering of the Notes or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Issuer and Bluegreen on the one hand and the
Initial Purchaser on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as any
other relevant equitable considerations. The relative benefits received by the
Issuer and Bluegreen on the one hand and the Initial Purchaser on the other
shall be deemed to be in the same proportion as the total proceeds from the Note
offering (before deducting expenses) received by the Issuer bear to the total
discounts and commissions received by the Initial Purchaser from the Issuer
under this Agreement. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuer and/or Bluegreen or the Initial Purchaser and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), the Initial Purchaser shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes
purchased by it were resold exceeds the amount of any damages which the Initial
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

                  (e) The obligations of the Issuer and Bluegreen under this
Section shall be in addition to any liability which the Issuer or Bluegreen may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls the Initial Purchaser within the meaning of the
Securities Act or the Exchange Act; and the obligations of the Initial Purchaser
under this Section shall be in addition to any liability which the Initial
Purchaser may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls the Issuer and Bluegreen within
the meaning of the Securities Act or the Exchange Act.

                  Section 8. DEFAULT OF INITIAL PURCHASER. If the Initial
Purchaser defaults in its obligations to purchase the Notes and the aggregate
principal amount of the Notes with respect to which such default occurs exceeds
10% of the total principal amount of the Notes and arrangements satisfactory to
the Issuer and Bluegreen for the purchase of such Notes by any other persons are
not made within 36 hours after such default, this Agreement will terminate




                                       13


without liability on the part of the Issuer or Bluegreen, except as provided in
Section 9 hereof. Nothing herein will relieve the Initial Purchaser from
liability for any default hereunder.

                  Section 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND
OBLIGATIONS. The respective indemnities, agreements, representations, warranties
and other statements of the Issuer and Bluegreen or its officers and of the
Initial Purchaser set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of the Initial Purchaser, the Issuer and
Bluegreen or any of their respective representatives, officers or directors or
any controlling person, and will survive delivery of and payment for the Notes.
If this Agreement is terminated pursuant to Section 8 hereof or if for any
reason the purchase of the Notes by the Initial Purchaser is not consummated,
the Issuer shall remain responsible for the expenses to be paid or reimbursed by
it pursuant to Section 5 hereof and the respective obligations of the Issuer,
Bluegreen and the Initial Purchaser pursuant to Section 7 hereof shall remain in
effect. If the purchase of the Notes by the Initial Purchaser is not consummated
for any reason other than solely because of the termination of this Agreement
pursuant to Section 8 hereof or the occurrence of any event specified in clauses
(C), (D) or (E) of Section 6(b)(ii) hereof, the Issuer and Bluegreen will
reimburse the Initial Purchaser for all out-of-pocket expenses (including
reasonable fees and disbursements of legal counsel) reasonably incurred by them
in connection with the offering of the Notes.

                  Section 10. SEVERABILITY CLAUSE. Any part, provision,
representation, or warranty of this Agreement which is prohibited or is held to
be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof.

                  Section 11. NOTICES. All communications hereunder will be in
writing and, (A) if sent to the Initial Purchaser, will be mailed, delivered or
telecopied and confirmed to the Initial Purchaser, at BB&T Capital Markets, a
division of Scott & Stringfellow, Inc., 909 East Main Street, Richmond, VA
23219, Attention: David Folsom, or (B) if sent to the Issuer, will be mailed,
delivered or telecopied and confirmed to it at BXG Receivables Note Trust 2004-B
c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration,
Telecopier No.: (302) 651-8882, with a copy to Bluegreen Corporation, 4960
Conference Way North, Suite 100, Boca Raton, Florida 33431, Attention: Allan
Herz, Senior Vice President, Telecopier No.: (561) 912-8255 or (C) if sent to
Bluegreen, will be mailed, delivered or telecopied and confirmed to it at 4960
Conference Way North, Suite 100, Boca Raton, Florida 33431, Attention: Allan
Herz, Senior Vice President, Telecopier No.: (561) 912-8255; PROVIDED, HOWEVER,
that any notice to the Initial Purchaser pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to the Initial Purchaser at (804)
649-0990.

                  Section 12. SUCCESSORS. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder, except that holders of
Notes shall be entitled to enforce the agreements for their benefit contained in
the second and third sentences of Section 5(b) hereof against the Issuer as if
such holders were parties thereto.




                                       14


                  Section 13. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ITS CONFLICT OF LAW PROVISIONS. The Issuer and Bluegreen hereby submit
to the non-exclusive jurisdiction of the federal and state courts in the Borough
of Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.

                  Section 14. COUNTERPARTS, ETC. This Agreement supersedes all
prior or contemporaneous agreements and understandings relating to the subject
matter hereof between the Initial Purchaser, Bluegreen and the Issuer. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated except by a writing signed by the party against whom enforcement of
such change, waiver, discharge or termination is sought. This Agreement may be
signed in any number of counterparts each of which shall be deemed an original,
which taken together shall constitute one and the same instrument.

                  Section 15. NO PETITION. During the term of this Agreement and
for one year and one day after the termination hereof, none of the parties
hereto or any affiliate thereof will file any involuntary petition or otherwise
institute any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceeding under any federal or state bankruptcy or similar
law against the Issuer.

                  Section 16. OWNER TRUSTEE. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by Wilmington Trust Company, not individually or personally but solely as Owner
Trustee of the Issuer, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements
herein made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company but is
made and intended for the purpose for binding only the Issuer, (c) nothing
herein contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this
Agreement or any other related document.




                                       15

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuer and the Initial Purchaser.

                                       Very truly yours,

                                       BXG RECEIVABLES NOTE TRUST 2004-B
                                       By: WILMINGTON TRUST COMPANY, not in
                                            its individual capacity but solely
                                            as Owner Trustee

                                           By: /s/ KATHLEEN A. PEDELINI
                                               ---------------------------------
                                               Name:  Kathleen A. Pedelini
                                               Title: Financial Services Officer

                                       BLUEGREEN CORPORATION

                                       By: /s/ ALLAN J. HERZ
                                           -------------------------------------
                                           Name:  Allan J. Herz
                                           Title: Senior Vice President,
                                                  Mortgage Operations


The foregoing Agreement is
hereby confirmed and accepted as
of the date first above written.

BB&T CAPITAL MARKETS,
  A DIVISION OF SCOTT & STRINGFELLOW, INC.

By: /s/ ANDREW YUDER
    -----------------------------------------
    Name:  Andrew Yuder
    Title: Managing Director






                 [Signature Page of the Note Purchase Agreement]





                                       16

                                    EXHIBIT A


                          Initial
Class                     Note Balance                 Purchase Price
- -----                     ------------                 --------------

A                         $72,300,000                     99.99470%

B                         $24,100,000                     99.99710%

C                         $10,300,000                     99.98900%

D                         $43,000,000                     99.99400%

E                         $6,900,000                      99.33090%





                                       17

EX-10.128

                                                                  EXHIBIT 10.128


================================================================================

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                  by and among

                 BLUEGREEN RECEIVABLES FINANCE CORPORATION VIII,
                    as Depositor and Residual Interest Owner,

                               GSS HOLDINGS, INC.
                                    as Owner

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                            Dated as of July 8, 2004


================================================================================




                                TABLE OF CONTENTS




                                                                                                               Page
                                                                                                               ----
                                                                                                          
ARTICLE I. DEFINITIONS............................................................................................1
      Section 1.01.        Capitalized Terms......................................................................1
      Section 1.02.        Usage of Terms.........................................................................1
      Section 1.03.        Section References.....................................................................1
      Section 1.04.        Accounting Terms.......................................................................1

ARTICLE II. ORGANIZATION..........................................................................................2
      Section 2.01.        Name...................................................................................2
      Section 2.02.        Office.................................................................................2
      Section 2.03.        Purposes and Powers....................................................................2
      Section 2.04.        Appointment of Owner Trustee...........................................................3
      Section 2.05.        Capital Contribution of initial Trust Estate...........................................3
      Section 2.06.        Declaration of Trust...................................................................3
      Section 2.07.        Liability of Depositor.................................................................3
      Section 2.08.        Title to Trust Property................................................................4
      Section 2.09.        Situs of Trust.........................................................................4
      Section 2.10.        Representations and Warranties.........................................................4
      Section 2.11.        Federal Income Tax Treatment...........................................................7
      Section 2.12.        Covenants of the Depositor and Owner...................................................7
      Section 2.13.        Separateness of Trust..................................................................8

ARTICLE III. CERTIFICATE AND TRANSFER OF INTERESTS................................................................9
      Section 3.01.        Trust Certificate Ownership............................................................9
      Section 3.02.        The Trust Certificate.................................................................10
      Section 3.03.        Authentication and Delivery of Trust Certificate......................................10
      Section 3.04.        Registration of Transfer and Exchange of Trust Certificate............................10
      Section 3.05.        Residual Interest Certificate Ownership...............................................11
      Section 3.06.        The Residual Interest Certificate.....................................................11
      Section 3.07.        Authentication and Delivery of Residual Interest Certificate..........................11
      Section 3.08.        Registration of Transfer and Exchange of Residual Interest Certificate................12
      Section 3.09.        Mutilated, Destroyed, Lost or Stolen Certificates.....................................12
      Section 3.10.        Persons Deemed Owners.................................................................13
      Section 3.11.        Access to List of Certificateholder's Name and Addresses..............................13
      Section 3.12.        Maintenance of Office or Agency.......................................................13
      Section 3.13.        Appointment of Trust Paying Agent.....................................................13
      Section 3.14.        Ownership by Owner of Trust Certificate...............................................14
      Section 3.15.        Ownership by Depositor of Residual Interest Certificate...............................14

ARTICLE IV. ACTIONS BY OWNER TRUSTEE.............................................................................14
      Section 4.01.        Prior Notice to Residual Interest Certificateholder with Respect to Certain
                           Matters...............................................................................14






                                     - i -



                                                                                                          
      Section 4.02.        Action by Residual Interest Owner with Respect to Certain Matters.....................14
      Section 4.03.        Action by Residual Interest Owner with Respect to Bankruptcy..........................15
      Section 4.04.        Restrictions on Residual Interest Owner's Power.......................................15

ARTICLE V. APPLICATION OF TRUST FUNDS; CERTAIN DUTIES............................................................15
      Section 5.01.        Establishment of Certificate Distribution Account.....................................15
      Section 5.02.        Application of Trust Funds............................................................15
      Section 5.03.        Method of Payment.....................................................................16
      Section 5.04.        No Segregation of Moneys; No Interest.................................................16
      Section 5.05.        Accounting and Reports to the Certificateholder, the Internal Revenue Service
                           and Others............................................................................16
      Section 5.06.        Signature on Returns; Tax Matters Partner.............................................16

ARTICLE VI. AUTHORITY AND DUTIES OF OWNER TRUSTEE................................................................17
      Section 6.01.        General Authority.....................................................................17
      Section 6.02.        General Duties........................................................................17
      Section 6.03.        Action Upon Instruction...............................................................17
      Section 6.04.        No Duties Except as Specified in this Agreement or in Instructions....................18
      Section 6.05.        No Action Except Under Specified Documents or Instructions............................19
      Section 6.06.        Restrictions..........................................................................19

ARTICLE VII. CONCERNING THE OWNER TRUSTEE........................................................................19
      Section 7.01.        Acceptance of Trusts and Duties.......................................................19
      Section 7.02.        Furnishing of Documents...............................................................20
      Section 7.03.        Representations and Warranties of the Trust Company...................................20
      Section 7.04.        Reliance; Advice of Counsel...........................................................21
      Section 7.05.        Not Acting in Individual Capacity.....................................................21
      Section 7.06.        Owner Trustee Not Liable for Trust Certificate, Residual Interest Certificate
                           Notes or Timeshare Loans..............................................................21
      Section 7.07.        Owner Trustee May Own Certificates and Notes..........................................22

ARTICLE VIII. COMPENSATION OF OWNER TRUSTEE......................................................................22
      Section 8.01.        Owner Trustee's Fees and Expenses.....................................................22
      Section 8.02.        Indemnification.......................................................................22
      Section 8.03.        Payments to the Owner Trustee.........................................................23

ARTICLE IX. TERMINATION OF TRUST AGREEMENT.......................................................................23
      Section 9.01.        Termination of Trust Agreement........................................................23

ARTICLE X. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES................................................24
      Section 10.01.       Eligibility Requirements for Owner Trustee............................................24
      Section 10.02.       Resignation or Removal of Owner Trustee...............................................24
      Section 10.03.       Successor Owner Trustee...............................................................25
      Section 10.04.       Merger or Consolidation of Owner Trustee..............................................25





                                     - ii -



                                                                                                          
      Section 10.05.       Appointment of Co-Trustee or Separate Trustee.........................................26

ARTICLE XI. MISCELLANEOUS........................................................................................27
      Section 11.01.       Supplements and Amendments............................................................27
      Section 11.02.       No Legal Title to Trust Estate in Owner...............................................28
      Section 11.03.       Limitations on Rights of Others.......................................................28
      Section 11.04.       Notices...............................................................................29
      Section 11.05.       Severability of Provisions............................................................30
      Section 11.06.       Counterparts..........................................................................30
      Section 11.07.       Successors and Assigns................................................................30
      Section 11.08.       No Petition...........................................................................30
      Section 11.09.       No Recourse...........................................................................31
      Section 11.10.       Headings..............................................................................31
      Section 11.11.       Governing Law.........................................................................31
      Section 11.12.       Trust Certificate Transfer Restrictions...............................................31
      Section 11.13.       Extraordinary Transactions............................................................31


EXHIBITS

Exhibit A        Form of Certificate of Trust..................................................................A-1
Exhibit B-1      Form of Trust Certificate.....................................................................B-1
Exhibit B-2      Form of Residual Interest Certificate.........................................................B-2






                                    - iii -


         This AMENDED AND RESTATED TRUST AGREEMENT dated as of July 8,, 2004
(this "AGREEMENT"), by and among BLUEGREEN RECEIVABLES FINANCE CORPORATION VIII,
a Delaware corporation, as Depositor (the "DEPOSITOR" or the "RESIDUAL INTEREST
OWNER"), GSS Holdings, Inc., as owner (the "OWNER"), and WILMINGTON TRUST
COMPANY, a Delaware banking corporation (the "TRUST COMPANY"), as owner trustee
(the "OWNER TRUSTEE") amends and restates in its entirety that certain Trust
Agreement dated as of June 15, 2004, as amended by that certain Amendment No.1
to the Trust Agreement dated as of June 30, 2004, each by and among the parties
hereto.

         WHEREAS, in order to consummate the transactions contemplated by that
certain Indenture, dated as of June 15, 2004 (the "INDENTURE"), by and among the
trust to be created hereby, Bluegreen Corporation, as servicer, Vacation Trust,
Inc., as club trustee, Concord Servicing Corporation, as backup servicer and
U.S. Bank National Association, as indenture trustee, the Depositor, the
Residual Interest Owner and the Owner Trustee desire to, pursuant to the terms
of this Agreement, to create a trust known as "BXG Receivables Note Trust
2004-B".

         WHEREAS, in connection herewith, the Depositor is willing to purchase
the Residual Interest Certificate (as defined herein) to be issued pursuant to
this Agreement and to assume certain rights and obligations pursuant hereto; and

         WHEREAS, the Owner is willing to purchase the Trust Certificate and
assume certain rights and obligations pursuant hereto;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         Section 1.01. CAPITALIZED TERMS. Except as otherwise provided in this
Agreement, capitalized terms used but not defined herein shall have the meanings
specified in "Standard Definitions" attached hereto as Annex A.

         Section 1.02. USAGE OF TERMS. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender including the other genders; references to "writing"
include printing, typing, lithography and other means of reproducing words in a
visible form; references to agreements and other contractual instruments include
all amendments, modifications and supplements thereto or any changes therein
entered into in accordance with their respective terms and not prohibited by
this Agreement; references to Persons include their successors and assigns; and
the term "including" means "including without limitation".

         Section 1.03. SECTION REFERENCES. All section references, unless
otherwise indicated, shall be to Sections in this Agreement.

         Section 1.04. ACCOUNTING TERMS. All accounting terms used but not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles in the United States.






                                  ARTICLE II.

                                  ORGANIZATION

         Section 2.01. NAME. The Trust created hereby shall be known as "BXG
Receivables Note Trust 2004-B" in which name the Owner Trustee shall have power
and authority and is hereby authorized and empowered to and may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued

         Section 2.02. OFFICE. The office of the Trust shall be in care of the
Owner Trustee at the Owner Trustee Corporate Trust Office or at such other
address in Delaware as the Owner Trustee may designate by written notice to the
Owner and the Depositor.

         Section 2.03. PURPOSES AND POWERS.

         (a) The purpose of the Trust is to engage exclusively in the activities
set forth in this Section 2.03. The Trust shall have the power and authority and
is hereby authorized and empowered, without the need for further action on the
part of the Trust, and the Owner Trustee shall have power and authority, and is
hereby authorized and empowered, in the name and on behalf of the Trust, to do
or cause to be done all acts and things necessary, appropriate or convenient to
cause the Trust, to engage in the activities set forth in this Section 2.03 as
follows:

                  (i)      to issue the Notes pursuant to the Indenture and the
                           Trust Certificate and Residual Interest Certificate
                           pursuant to this Agreement and to sell the Notes;

                  (ii)     with the proceeds of the sale of the Notes, acquire
                           the Trust Estate and to pay the organizational,
                           start-up and transactional expenses of the Trust and
                           to pay the balance to the Depositor pursuant to the
                           Sale Agreement;

                  (iii)    to assign, grant, transfer, pledge, mortgage and
                           convey the assets constituting the Trust Estate
                           pursuant to the Indenture;

                  (iv)     to distribute to the Residual Interest Owner any
                           portion of the Trust Estate released from the Lien of
                           simultaneously with the release of such property in
                           accordance with the Indenture;

                  (v)      to enter into and perform the Trust's obligations
                           under the Transaction Documents to which it is to be
                           a party;

                  (vi)     to engage in those activities, including entering
                           into agreements, that are necessary, suitable or
                           convenient to accomplish the foregoing or are
                           incidental thereto or connected therewith; and

                  (vii)    subject to compliance with the Transaction Documents,
                           to engage in such other activities as may be required
                           in connection with conservation of the Trust Estate
                           and the making of distributions to the Residual
                           Interest Owner and the Noteholders.




                                      B-2


         The Trust shall not engage in any activities other than in connection
with the foregoing. Nothing contained herein shall be deemed to authorize the
Owner Trustee to engage in any business operations or any activities other than
those set forth in the introductory sentence of this Section. Specifically, the
Owner Trustee shall have no authority to engage in any business operations, or
acquire any assets other than those specifically included in the Trust Estate
under Section 1.01 hereof, or otherwise vary the assets held by the Trust.
Similarly, the Owner Trustee shall have no discretionary duties other than
performing those acts set forth above necessary to accomplish the purpose of
this Trust as set forth in the introductory sentence of this Section.

         Section 2.04. APPOINTMENT OF OWNER TRUSTEE. The Depositor hereby
appoints the Trust Company as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein, and the
Trust Company hereby accepts such appointment.

         Section 2.05. CAPITAL CONTRIBUTION OF INITIAL TRUST ESTATE. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Trust Estate (prior
to giving effect to the conveyances described in the Sale Agreement) and shall
be deposited in the Certificate Distribution Account. The Depositor shall pay
organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

         Section 2.06. DECLARATION OF TRUST. The Owner Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the sole purpose of conserving the Trust Estate and
collecting and disbursing the periodic income therefrom for the use and benefit
of the Residual Interest Owner, subject to the obligations of the Trust under
the Transaction Documents. It is the intention of the parties that the Owner, as
holder of the Trust Certificate shall have no economic interest in the Trust. It
is the intention of the parties hereto that the Residual Interest Owner have
only an economic interest in the Trust, and that the Trust not constitute a
Subsidiary or Affiliate of the Residual Interest Owner (or of any of its
Affiliates) for any purpose. It is the intention of the parties' hereto that the
Trust constitute a statutory trust under the Statutory Trust Statute and that
this Agreement constitutes the governing instrument of such statutory trust. It
is the intention of the parties hereto that the Trust be disregarded as a
separate entity for federal income tax purposes pursuant to Treasury Regulation
Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The
parties agree not to take any action inconsistent with such intended federal
income tax treatment. Effective as of the date hereof, the Owner Trustee shall
have all rights, powers and duties set forth herein and in the Statutory Trust
Statute for the sole purpose and to the extent necessary to accomplish the
purpose of this Trust as set forth in the introductory sentence of Section 2.03
hereof.

         Section 2.07. LIABILITY OF DEPOSITOR.

         (a) Pursuant to Section 3803(a) of the Statutory Trust Statute, the
Depositor shall be liable directly to and will indemnify any injured party or
any other creditor of the Trust for all losses, claims, damages, liabilities and
expenses of the Trust to the extent that the Depositor would be liable if the
Trust were a partnership under the Delaware Revised Uniform Limited Partnership
Act in which Depositor were a general partner; PROVIDED, HOWEVER, that neither
the



                                      B-3


Depositor nor the Owner shall under any circumstances be liable for any losses
incurred by a Noteholder in the capacity of an investor in the Notes. In
addition, any third party creditors of the Trust (other than in connection with
the obligations described in the immediately preceding sentence for which the
Depositor and the Owner shall not be liable) shall be deemed third party
beneficiaries of the Depositor's obligations under this paragraph. The
obligations of the Depositor under this paragraph shall be evidenced by the
Residual Interest Certificate described in Section 3.12 hereof.

         (b) The Owner, solely by virtue of its being the Certificateholder of
the Trust Certificate, shall not have any personal liability for any liability
or obligation of the Trust.

         Section 2.08. TITLE TO TRUST PROPERTY. Legal title to the Trust Estate
shall be vested at all times in the Trust as a separate legal entity except
where applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in an Owner Trustee or Owner Trustees, in which case title
shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a
separate trustee, as the case may be.

         Neither the Owner nor the Residual Interest Holder shall have legal
title to any part of the Trust Estate or any interest in specific property
comprising the Trust Estate. No transfer by operation of law or otherwise of any
interest of the Owner or the Residual Interest Holder shall operate to terminate
this Agreement or the Trust hereunder or entitle any transferee to any
accounting or to the transfer to it of any part of the Trust Estate. No creditor
of the Owner or the Residual Interest Holder shall have any right to obtain
possession of, or otherwise exercise legal or equitable remedies with respect to
any property of the Trust. The Owner's beneficial non-economic interest in the
Trust shall be personal property notwithstanding the nature of any property of
the Trust.

         Section 2.09. SITUS OF TRUST. The Trust will be located and
administered in the State of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the State of Florida or the
State of Delaware. The Trust shall not have any employees in any state other
than Delaware; PROVIDED, HOWEVER, that nothing herein shall restrict or prohibit
the Owner Trustee from having employees within or without the State of Delaware.
Payments will be received by the Trust only in Delaware and payments will be
made by the Trust only from Delaware. The only office of the Trust will be at
the Owner Trustee Corporate Trust Office.

         Section 2.10. REPRESENTATIONS AND WARRANTIES.

         (a) REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The Depositor
hereby represents and warrants to the Owner Trustee that:

                  (i)      The Depositor is duly organized and validly existing
                           as a corporation organized and existing and in good
                           standing under the laws of the State of Delaware,
                           with power and authority to own its properties and to
                           conduct its business and had at all relevant times,
                           and has, power, authority and legal right to acquire
                           and own the Trust Estate.




                                      B-4


                  (ii)     The Depositor is duly qualified to do business as a
                           foreign corporation in good standing and has obtained
                           all necessary licenses and approvals in all
                           jurisdictions in which the ownership or lease of
                           property or the conduct of its business requires such
                           qualifications.

                  (iii)    The Depositor has the power and authority to execute
                           and deliver this Agreement and to carry out its
                           terms; the Depositor has full power and authority to
                           sell and assign the property to be sold and assigned
                           to and deposited with the Owner Trustee on behalf of
                           the Trust as part of the Trust Estate and has duly
                           authorized such sale and assignment and deposit with
                           the Owner Trustee on behalf of the Trust by all
                           necessary corporate action; and the execution,
                           delivery and performance of this Agreement have been
                           duly authorized by the Depositor by all necessary
                           corporate action.

                  (iv)     The consummation of the transactions contemplated by
                           this Agreement and the fulfillment of the terms
                           hereof do not conflict with, result in any breach of
                           any of the terms and provisions of, nor constitute
                           (with or without notice or lapse of time) a default
                           under, the certificate of incorporation or bylaws of
                           the Depositor, or any indenture, agreement or other
                           instrument to which the Depositor is a party or by
                           which it is bound; nor result in the creation or
                           imposition of any Lien upon any of the properties of
                           the Depositor pursuant to the terms of any such
                           indenture, agreement or other instrument (other than
                           pursuant to the Transaction Documents); nor violate
                           any law or any order, role or regulation applicable
                           to the Depositor of any court or of any federal or
                           state regulatory body, administrative agency or other
                           governmental instrumentality having jurisdiction over
                           the Depositor or its properties.

                  (v)      All approvals, authorizations, consents, orders or
                           other actions of any person or any governmental
                           entity required in connection with the execution and
                           delivery of this Agreement and the fulfillment of the
                           terms hereof have been obtained.

                  (vi)     There are no proceedings or investigations pending,
                           or to the Depositor's Knowledge, threatened, before
                           any court, regulatory body, administrative agency or
                           other governmental instrumentality having
                           jurisdiction over the Depositor or its properties:
                           (A) asserting the invalidity of this Agreement, any
                           of the other Transaction Documents or the Residual
                           Interest Certificate, (B) seeking to prevent the
                           issuance of the Residual Interest Certificate or the
                           consummation of any of the transactions contemplated
                           by this Agreement or any of the other Transaction
                           Documents, (C) seeking any determination or ruling
                           that might materially and adversely affect the
                           performance by the Depositor of its obligations
                           under, or the validity or enforceability of, this
                           Agreement, any of the other Transaction Documents or
                           the Residual Interest Certificate or (D) involving
                           the Depositor and



                                      B-5


                           which might adversely affect the federal income tax
                           or other federal, state or local tax attributes of
                           the Residual Interest Certificate.

         (b) REPRESENTATIONS AND WARRANTIES OF OWNER. The Owner hereby
represents and warrants to the Owner Trustee that:

                  (i)      The Owner is duly organized and validly existing as a
                           corporation organized and existing and in good
                           standing under the laws of the State of Delaware,
                           with power and authority to own its properties and to
                           conduct its business.

                  (ii)     The Owner is duly qualified to do business as a
                           foreign corporation in good standing and has obtained
                           all necessary licenses and approvals in all
                           jurisdictions in which the ownership or lease of
                           property or the conduct of its business requires such
                           qualifications.

                  (iii)    The Owner has the power and authority to execute and
                           deliver this Agreement and to carry out its terms;
                           and the execution, delivery and performance of this
                           Agreement have been duly authorized by the Owner by
                           all necessary corporate action.

                  (iv)     The consummation of the transactions contemplated by
                           this Agreement and the fulfillment of the terms
                           hereof do not conflict with, result in any breach of
                           any of the terms and provisions of, nor constitute
                           (with or without notice or lapse of time) a default
                           under, the certificate of incorporation or bylaws of
                           the Owner, or any indenture, agreement or other
                           instrument to which the Owner is a party or by which
                           it is bound; nor result in the creation or imposition
                           of any Lien upon any of the properties of the Owner
                           pursuant to the terms of any such indenture,
                           agreement or other instrument (other than pursuant to
                           the Transaction Documents), nor violate any law or
                           any order, rule or regulation applicable to the Owner
                           of any court or of any federal or state regulatory
                           body, administrative agency or other governmental
                           instrumentality having jurisdiction over the Owner or
                           its properties.

                  (v)      All approvals, authorizations, consents, orders or
                           other actions of any person or any governmental
                           entity required in connection with the execution and
                           delivery of this Agreement and the fulfillment of the
                           terms hereof have been obtained.

                  (vi)     There are no proceedings or investigations pending,
                           or to the Owner's best knowledge threatened, before
                           any court, regulatory body, administrative agency or
                           other governmental instrumentality having
                           jurisdiction over the Owner or its properties: (A)
                           asserting the invalidity of this Agreement, any of
                           the other



                                      B-6


                           Transaction Documents or the Trust Certificate, (B)
                           seeking to prevent the issuance of the Trust
                           Certificate or the consummation of any of the
                           transactions contemplated by this Agreement or any of
                           the other Transaction Documents, (C) seeking any
                           determination or ruling that might materially and
                           adversely affect the performance by the Owner of its
                           obligations under, or the validity or enforceability
                           of, this Agreement, any of the other Transaction
                           Documents or the Trust Certificate or (D) involving
                           the Owner and which might adversely affect the
                           federal income tax or other federal, state or local
                           tax attributes of the Trust Certificate.

         Section 2.11. FEDERAL INCOME TAX TREATMENT.

         (a) It is the intention of the Depositor and the Owner that the Trust
be disregarded as a separate entity for federal income tax purposes pursuant to
Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after
January 1, 1997. The Trust Certificate must at all times be held by either the
Owner or its transferee as sole owner and does not represent an economic
interest in the Trust. The Residual Interest Certificate constitutes the entire
residual economic interest in the Trust (after payments to the Noteholders in
accordance with the terms of the Transaction Documents) and must at all times be
held by the Trust Depositor or its transferee. The Depositor and the Owner agree
not to take any action inconsistent with such intended federal income tax
treatment. Because for federal income tax purposes, the Trust will be
disregarded as a separate entity, Trust items of income, gain, loss and
deduction for any month as determined for federal income tax purposes shall be
allocated entirely to the Depositor (or subsequent purchaser of the Residual
Interest Certificate) as the sole owner of the residual economic interest in the
Trust.

         Section 2.12. COVENANTS OF THE DEPOSITOR AND OWNER. The Depositor and
the Owner agree and covenant (severally, as applicable) that during the term of
this Agreement, and to the fullest extent permitted by applicable law, that:

         (a) in the event that any litigation with claims in excess of $10,000
to which the Depositor is a party which shall be reasonably likely to result in
a material judgment against the Depositor that the Depositor will not be able to
satisfy shall be commenced, during the period beginning immediately following
the commencement of such litigation and continuing until such litigation is
dismissed or otherwise terminated (and, if such litigation has resulted in a
final judgment against the Depositor, such judgment has been satisfied), the
Depositor shall not pay any dividend to its Affiliates, or make any distribution
on or in respect of its capital stock to its Affiliates, or repay the principal
amount of any indebtedness of the Depositor held by its Affiliates, unless after
giving effect to such payment, distribution or repayment, the Depositor's liquid
assets shall not be less than the amount of actual damages claimed in such
litigation;

         (b) neither the Depositor nor the Owner shall, for any reason,
institute proceedings for the Trust to be adjudicated a bankrupt or insolvent,
or consent to the institution of bankruptcy or insolvency proceedings against
the Trust, or file a petition seeking or consenting to reorganization or relief
under any applicable federal or state law relating to the bankruptcy of the
Trust, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Trust or a substantial
part of the property of the Trust or cause or permit the Trust to make any
assignment for the benefit of creditors, or admit in writing the inability of
the Trust to pay its debts generally as they become due, or declare or effect a
moratorium on the debt of the Trust or take any action in furtherance of any
such action;



                                      B-7


         (c) neither the Depositor nor the Owner shall create, incur or suffer
to exist any indebtedness or engage in any business, except, in each case, as
permitted by its certificate of incorporation, by-laws and the Transaction
Documents;

         (d) it shall obtain from each other party to each Transaction Document
to which it or the Trust is a party and each other agreement entered into on or
after the date hereof to which it or the Trust is a party, an agreement by each
such counterparty that prior to the occurrence of the event specified in Section
9.01(e) hereof such counterparty shall not institute against, or join any other
Person in instituting against, it or the Trust, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceedings
under the laws of the United States or any state of the United States;

         (e) it shall not, for any reason, withdraw or attempt to withdraw from
this Agreement, dissolve, institute proceedings for it to be adjudicated a
bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against it, or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of it or a substantial part of
its property, or make any assignment for the benefit of creditors, or admit in
writing its inability to pay its debts generally as they become due, or declare
or effect a moratorium on its debt or take any action in furtherance of any such
action; and

         (f) it shall not transfer the Trust Certificate (in the case of the
Owner) or the Residual Interest Certificate (in the case of the Depositor)
unless the transferee agrees that it shall comply with the provisions of
paragraph (b) above.

         Section 2.13. SEPARATENESS OF TRUST. The Depositor, the Owner and the
Owner Trustee agree and covenant (severally, as applicable) that during the term
of this Agreement, and to the fullest extent permitted by applicable law, that:

         (a) The Trust shall maintain its chief executive office and a telephone
number separate from that of any Controlling Entity and shall conspicuously
identify such office as its office.

         (b) The Trust shall maintain its financial statements, accounting
records and other organization documents separate from those of any Controlling
Entity or any other person or entity.

         (c) The Trust shall prepare unaudited annual financial statements, and
the Trust's financial statements shall comply with generally accepted accounting
principles (except as noted in such financial statements).

         (d) The Trust shall maintain its own separate bank accounts and
correct, complete and separate books of account.

         (e) The Trust shall hold itself out to the public (including any
Controlling Entity's creditors) under the Trust's own name and as a separate and
distinct corporate entity. The Trust's name may not be used by any other
Controlling Entity in the conduct of its business, nor



                                      B-8


may the Trust use the name of any other Controlling Entity in the conduct of its
business. The Trust must have a separate telephone number, stationery and other
business forms.

         (f) All customary formalities regarding the existence of the Trust
shall be observed.

         (g) All business transactions entered into by the Trust with any
Controlling Entity shall be on such terms and conditions (including terms
relating to amounts paid under such transactions) as would be generally
available in comparable transactions if such business transactions were with an
entity that was not a Controlling Entity and shall be approved by the Indenture
Trustee.

         (h) Except as provided in Section 2.03 hereof, the Trust shall not
guarantee or assume or hold itself out or permit itself to be held out as having
guaranteed or assumed any liabilities or obligations of a Controlling Entity or
any other person or entity.

         (i) Other than organizational expenses, the Trust shall pay its own
liabilities, indebtedness and obligations of any kind, including all
administrative expenses, from its own separate assets in accordance with the
provisions hereunder and in the Indenture.

         (j) Assets of the Trust shall be separately identified, maintained and
segregated. The Trust's assets shall at all times be held by or on behalf of the
Trust and, if held on behalf of the Trust by another entity (including any
Controlling Entity), shall be kept identifiable (in accordance with customary
usages) as assets owned by the Trust.

         As defined herein, "CONTROLLING ENTITY" means any entity other than the
Trust (A) which beneficially owns, directly or indirectly, 10% or more of the
outstanding Owner, (B) of which 10% or more of the outstanding voting securities
are beneficially owned, directly or indirectly, by any entity described in
clause (A) above, or (C) which otherwise controls or otherwise is controlled by
or otherwise is under common control with any person or entity described in
clause (A) above; provided, however, for purposes of this definition, the terms
"control," "controlled by" and "under common control with" shall have the
meanings assigned to them in Rule 405 under the Securities Act of 1933, as
amended.



                                  ARTICLE III.

                      CERTIFICATE AND TRANSFER OF INTERESTS

         Section 3.01. TRUST CERTIFICATE OWNERSHIP.

         (a) Upon the formation of the Trust by the contribution by the
Depositor pursuant to Section 2.05 hereof and until the issuance of the Trust
Certificate, the Owner shall be the sole equity owner of the Trust. The Trust
Certificate must at all times be held by either the Owner or its transferee as
sole owner.

         (b) No transfer of the Trust Certificate shall be made unless such
transfer is made in a transaction which does not require registration or
qualification under the Securities Act of 1933



                                      B-9


or qualification under any state securities or "Blue Sky" laws. Neither the
Owner Trustee nor the Certificate Registrar shall effect the registration of any
transfer of the Trust Certificate unless (i) prior to such transfer, the Owner
Trustee shall have received a Tax Opinion, and (ii) following such transfer,
there would be no more than one holder of the Trust Certificate, and the holder
of the Trust Certificate would not be a Foreign Person, a partnership,
Subchapter S corporation or grantor trust.

         Section 3.02. THE TRUST CERTIFICATE. The Trust Certificate shall be
substantially in the form of EXHIBIT B-2 hereto. The Trust Certificate shall be
executed by the Owner Trustee on behalf of the Trust by manual or facsimile
signature of an authorized officer of the Owner Trustee and shall be deemed to
have been validly issued when so executed. The Trust Certificate bearing the
manual or facsimile signature of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Owner Trustee shall
be a valid and binding obligation of the Trust, notwithstanding that such
individuals or any of them have eased to be so authorized prior to the
authentication and delivery of such Trust Certificate or did not hold such
offices at the date of such Trust Certificate. The Trust Certificate shall be
dated the date of its authentication.

         Section 3.03. AUTHENTICATION AND DELIVERY OF TRUST CERTIFICATE. The
Owner Trustee shall cause to be authenticated and delivered upon the order of
the Depositor, in exchange for the assets constituting the Trust Estate, a Trust
Certificate duly authenticated by the Owner Trustee, evidencing the entire
ownership of the Trust. No Trust Certificate shall be entitled to any benefit
under this Agreement, or be vacated for any purpose, unless there appears on
such Trust Certificate a certificate of authentication substantially in the form
set forth in the form of Trust Certificate attached hereto as EXHIBIT B-2,
executed by the Owner Trustee or its authenticating agent, by manual signature,
and such certificate upon any Trust Certificate shall be conclusive evidence,
and the only evidence, that such Trust Certificate has been duly authenticated
and delivered hereunder. Upon issuance, authorization and delivery pursuant to
the terms hereof, the Trust Certificate will be entitled to the benefits of this
Agreement.

         Section 3.04. REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
CERTIFICATE.

         (a) The Certificate Registrar shall keep or cause to be kept, a
Certificate Register, subject to such reasonable regulations as it may
prescribe. The Certificate Register shall provide for the registration of Trust
Certificate and transfers and exchanges of the Trust Certificate as provided
herein, The Owner Trustee is hereby initially appointed "Certificate Registrar"
for the purpose of registering the Trust Certificate and transfers and exchanges
of the Trust Certificate as herein provided. In the event that, subsequent to
the Closing Date, the Owner Trustee notifies the Servicer that it is unable to
act as Certificate Registrar, the Servicer shall appoint another bank or trust
company, having an office or agency located in the State of Delaware, agreeing
to act in accordance with the provisions of this Agreement applicable to it, and
otherwise acceptable to the Owner Trustee, to act as successor Certificate
Registrar hereunder.

         (b) Upon surrender for registration of transfer of any Trust
Certificate at the Owner Trustee Corporate Trust Office, the Owner Trustee shall
execute, authenticate and deliver (or shall cause its authenticating agent to
authenticate and deliver), in the name of the designated transferee, one new
Trust Certificate having the same aggregate principal amount.



                                      B-10


         (c) Every Trust Certificate presented or surrendered for registration
of transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Certificateholder thereof or his attorney duly authorized in writing.

         (d) No service charge shall be made for any registration of transfer or
exchange of the Trust Certificate, but the Owner Trustee may require payment of
a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer of the Trust Certificate.

         (e) All Trust Certificates surrendered for registration of transfer
shall be canceled and subsequently destroyed by the Owner Trustee.

         Section 3.05. RESIDUAL INTEREST CERTIFICATE OWNERSHIP.

         (a) Upon the formation of the Trust by the contribution by the
Depositor pursuant to Section 2.05 hereof the Owner shall be the sole equity
owner of the Trust. The Residual Interest Certificate must at all times be held
by either the Residual Interest Owner or its transferee.

         (b) No transfer of the Residual Interest Certificate shall be made
unless such transfer is made in a transaction which does not require
registration or qualification under the Securities Act of 1933 or qualification
under any state securities or "Blue Sky" laws. Neither the Owner Trustee nor the
Certificate Registrar shall effect the registration of any transfer of the
Residual Interest Certificate unless (i) prior to such transfer the Owner
Trustee shall have received a Tax Opinion, and (ii) following such transfer,
there would be no more than one holder of the Residual Interest Certificate and
the holder of the Residual Interest Certificate would not be a Foreign Person, a
partnership, Subchapter S corporation or grantor trust.

         Section 3.06. THE RESIDUAL INTEREST CERTIFICATE. The Residual Interest
Certificate shall be substantially in the form of EXHIBIT B-2 hereto. The
Residual Interest Certificate shall be executed by the Owner Trustee on behalf
of the Trust by manual or facsimile signature of an authorized officer of the
Owner Trustee and shall be deemed to have been validly issued when so executed.
The Trust Certificate bearing the manual or facsimile signature of individuals
who were, at the time when such signatures were affixed, authorized to sign on
behalf of the Owner Trustee shall be a valid and binding obligation of the
Trust, notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Residual Interest
Certificate or did not hold such offices at the date of such Residual Interest
Certificate. The Residual Interest Certificate shall be dated the date of its
authentication.

         Section 3.07. AUTHENTICATION AND DELIVERY OF RESIDUAL INTEREST
CERTIFICATE. The Owner Trustee shall cause to be authenticated and delivered to
the Residual Interest Owner upon the order of the Depositor, in exchange for the
assets constituting the Trust Estate, a Residual Interest Certificate duly
authenticated by the Owner Trustee, evidencing the entire residual economic (but
no equity ownership) of the Trust. No Residual Interest Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Residual Interest Certificate a certificate of
authentication substantially in the form set forth in the form of Residual
Interest Certificate attached hereto as EXHIBIT B-2, executed by the



                                      B-11


Owner Trustee or its authenticating agent, by manual signature, and such
certificate upon any Residual Interest Certificate shall be conclusive evidence,
and the only evidence, that such Residual Interest Certificate has been duly
authenticated and delivered hereunder. Upon issuance, authorization and delivery
pursuant to the terms hereof, the Residual Interest Certificate will be entitled
to the benefits of this Agreement.

         Section 3.08. REGISTRATION OF TRANSFER AND EXCHANGE OF RESIDUAL
INTEREST CERTIFICATE.

         (a) The Certificate Registrar shall keep or cause to be kept, a
Certificate Register, subject to such reasonable regulations as it may
prescribe. The Certificate Register shall provide for the registration of Trust
Certificate and transfers and exchanges of the Residual Interest Certificate as
provided herein. The Owner Trustee is hereby initially appointed Certificate
Registrar for the purpose of registering the Residual Interest Certificate and
transfers and exchanges of the Residual Interest Certificate as herein provided.
In the event that, subsequent to the Closing Date, the Owner Trustee notifies
the Servicer that it is unable to act as Certificate Registrar, the Servicer
shall appoint another bank or trust company, having an office or agency located
in the State of Delaware, agreeing to act in accordance with the provisions of
this Agreement applicable to it, and otherwise acceptable to the Owner Trustee,
to act as successor Certificate Registrar hereunder.

         (b) Upon surrender for registration of transfer of any Residual
Interest Certificate at the Owner Trustee Corporate Trust Office, the Owner
Trustee shall execute, authenticate and deliver (or shall cause its
authenticating agent to authenticate and deliver), in the name of the designated
transferee, one new Residual Interest Certificate having the same aggregate
principal amount.

         (c) Every Residual Interest Certificate presented or surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Owner Trustee and the Certificate Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing.

         (d) No service charge shall be made for any registration of transfer or
exchange of the Residual Interest Certificate, but the Owner Trustee may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer of the Residual Interest Certificate.

         (e) All Residual Interest Certificates surrendered for registration of
transfer shall be canceled and subsequently destroyed by the Owner Trustee.

         Section 3.09. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (i)
any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate
Registrar and the Owner Trustee such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of notice that such
Certificate has been acquired by a bona fide purchaser, the Owner Trustee shall
execute and the Owner Trustee or its authenticating agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen certificate, a new Certificate of like tenor and



                                      B-12


fractional undivided interest, in connection with the issuance or any new
Certificate under this Section 3.09, the Owner Trustee may require the payment
by the Certificateholder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto. Any duplicate
Certificate issued pursuant to this Section 3.09 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

         Section 3.10. PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar and any of their respective agents may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 5.02 hereof and for all other
purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar,
and Trust Paying Agent or any of their respective agents shall be affected by
any notice of the contrary.

         Section 3.11. ACCESS TO LIST OF CERTIFICATEHOLDER'S NAME AND ADDRESSES.
The Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Depositor, within 15 days after receipt by the Certificate Registrar of a
written request therefor from the Servicer or the Depositor, the name and
address of the Certificateholder as of the most recent Record Date in such form
as the Servicer or the Depositor may reasonably require. Every
Certificateholder, by receiving and holding a Certificate, agrees with the
Servicer, the Depositor and the Owner Trustee that none of the Servicer, the
Depositor or the Owner Trustee shall be held accountable by reason of the
disclosure of any such information as to the name and address of the
Certificateholder hereunder, regardless of the source from which such
information was derived.

         Section 3.12. MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee shall
maintain in Delaware, an office or offices or agency or agencies where the
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Owner Trustee in respect of the
Certificates and this Agreement may be served. The Owner Trustee hereby
designates the Owner Trustee Corporate Trust Office as its office for such
purposes. The Owner Trustee shall give prompt written notice to the Depositor,
the Servicer and to the Certificateholder of any change in the location of the
Certificate Register or any such office or agency.

         Section 3.13. APPOINTMENT OF TRUST PAYING AGENT. The Trust Paying Agent
shall make distributions to the Residual Interest Certificateholder pursuant to
Section 5.02(a) hereof and shall report the amounts of such distributions to the
Owner Trustee. The Owner Trustee may revoke such power and remove the Trust
Paying Agent if the Owner Trustee determines, in its sole discretion, that the
Trust Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect. The "TRUST PAYING AGENT" initially shall be
U.S. Bank National Association, and any co-Trust Paying Agent chosen by the
Trust Paying Agent that is acceptable to the Owner Trustee. Each Trust Paying
Agent shall be permitted to resign as Trust Paying Agent upon 30 days' written
notice to the Owner Trustee. In the event that U.S. Bank National Association
shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a
successor to act as Trust Paying Agent (which shall be a bank or trust company
of similar size and credit rating). The Owner Trustee shall cause such successor
Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner
Trustee to execute and deliver to the Owner Trustee an instrument in which such
successor Trust Paying Agent or additional Trust



                                      B-13


Paying Agent shall agree with the Owner Trustee that, as Trust Paying Agent,
such successor Trust Paying Agent or additional Trust Paying Agent will hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders. The Trust Paying Agent shall return all unclaimed
funds to the Owner Trustee and upon removal of a Trust Paying Agent, such Trust
Paying Agent shall also return all funds in its possession to the Owner Trustee.
The provisions of Sections 7.01, 7,03, 7.04 and 8.01 hereof shall apply to the
Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner
Trustee shall act as Trust Paying Agent and, to the extent applicable, to any
other Trust Paying Agent appointed hereunder. Any reference in this Agreement to
the Trust Paying Agent shall include any co-Trust Paying Agent unless the
context requires otherwise.

         Section 3.14. OWNERSHIP BY OWNER OF TRUST CERTIFICATE. Owner shall on
the Closing Date purchase from the Trust a Trust Certificate.

         Section 3.15. OWNERSHIP BY DEPOSITOR OF RESIDUAL INTEREST CERTIFICATE.
Depositor shall on the Closing Date purchase from the Trust a Residual Interest
Certificate.

                                   ARTICLE IV.

                            ACTIONS BY OWNER TRUSTEE

         Section 4.01. PRIOR NOTICE TO RESIDUAL INTEREST CERTIFICATEHOLDER WITH
RESPECT TO CERTAIN MATTERS. Subject to the provisions and limitations contained
in the Indenture and other Transaction Documents, with respect to the following
matters, unless otherwise instructed in writing by the Owner, the Trust shall
not take action unless at least thirty (30) days before the taking of such
action the Owner Trustee shall have notified the Owner that such action will be
taken:

         (a) the initiation of any claim or lawsuit by the Trust (except claims
or lawsuits brought in connection with the collection of the Timeshare Loans)
and the compromise of all action, claim or lawsuit brought by or against the
Trust (except with respect to claims or lawsuits for collection of the assets
comprising the Trust Estate);

         (b) the election by the Trust to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Statutory
Trust Statute);

         (c) the amendment of the Indenture by a supplemental indenture; or

         (d) the appointment pursuant to the Indenture of a successor Note
Registrar, Trust Paying Agent or Indenture Trustee or pursuant to this Agreement
of a successor Certificate Registrar, or the consent to the assignment by the
Note Registrar, Trust Paying Agent, Indenture Trustee or Certificate Registrar
of its obligations under the Indenture or this Agreement, as applicable.

         Section 4.02. ACTION BY RESIDUAL INTEREST OWNER WITH RESPECT TO CERTAIN
MATTERS. Subject to the provisions and limitations of Section 4.04, the Owner
Trustee shall not have the power, except upon the written direction of the
Residual Interest Owner, to (a) initiate any claim,



                                      B-14


suit or proceeding by the Trust or compromise any claim, suit or proceeding
brought by or against the Trust, (b) authorize the merger or consolidation of
the Trust with or into any other business trust or entity (other than in
accordance with Section 8.4 of the Indenture) or (c) amend the Certificate of
Trust. The Owner Trustee shall take the actions referred to in the preceding
sentence only upon written instructions signed by the Residual Interest Owner.

         Section 4.03. ACTION BY RESIDUAL INTEREST OWNER WITH RESPECT TO
BANKRUPTCY. Subject to Sections 2.12(b) and (f) hereof, the Owner Trustee shall
not have the power to commence a voluntary proceeding in a bankruptcy relating
to the Trust without the prior approval of the Residual Interest Owner and the
delivery to the Owner Trustee by such Residual Interest Owner of a certificate
certifying that such Residual Interest Owner reasonably believes that the Trust
is insolvent.

         Section 4.04. RESTRICTIONS ON RESIDUAL INTEREST OWNER'S POWER. The
Residual Interest Owner shall not direct the Owner Trustee to take or to refrain
from taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Owner Trustee under this Agreement or any of the
Transaction Documents or would be contrary to the purpose of this Trust as set
forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any
such direction, if given.

                                   ARTICLE V.

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         Section 5.01. ESTABLISHMENT OF CERTIFICATE DISTRIBUTION ACCOUNT. The
Owner Trustee shall cause the Servicer, for the benefit of the
Certificateholders, to establish and maintain with U.S. Bank National
Association for the benefit of the Owner Trustee, a trust account (the
"CERTIFICATE DISTRIBUTION ACCOUNT") which, while the Trust Paying Agent holds
such account, shall be entitled "CERTIFICATE DISTRIBUTION ACCOUNT, U.S. BANK
NATIONAL ASSOCIATION, AS TRUST PAYING AGENT, IN TRUST FOR THE BXG RECEIVABLES
NOTE TRUST 2004-B, RESIDUAL INTEREST CERTIFICATE." Funds shall be deposited in
the Certificate Distribution Account as required by the Indenture, or following
satisfaction or release of the Indenture.

         Section 5.02. APPLICATION OF TRUST FUNDS.

         (a) On each Payment Date, the Trust Paying Agent shall distribute
amounts to the parties due payments under the Transaction Documents for which
such payments are not provided for in Section 3.4 or Section 6.6 of the
Indenture and the remaining amounts to the Residual Interest Certificateholder,
PRO RATA, from amounts on deposit in the Certificate Distribution Account the
amounts deposited therein pursuant to Sections 3.4 or 6.6 of the Indenture with
respect to such Payment Date.

         (b) On each Payment Date, the Trust Paying Agent shall send to the
Residual Interest Certificateholder the statement or statements provided to the
Owner Trustee by the Servicer pursuant to Section 5.5 of the Indenture with
respect to such Payment Date.



                                      B-15


         (c) In the event that any withholding tax is imposed on the Trust's
payment (or allocation of income) to the Residual Interest Certificateholder,
such tax shall reduce the amount otherwise distributable to the Residual
Interest Certificateholder in accordance with this Section. The Trust Paying
Agent is hereby authorized and directed to retain from amounts otherwise
distributable to the Residual Interest Owner sufficient funds for the payment of
tax that is legally owed by the Trust (but such authorization shall not prevent
the Owner Trustee from contesting any such tax in appropriate proceedings, and
withholding payment if such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to the
Residual Interest Certificateholder shall be treated as cash distributed to such
Residual Interest Certificateholder at the time it is withheld by the Trust and
remitted to the appropriate taxing authority. If there is a possibility that
withholding tax is payable with respect to a distribution, the Trust Paying
Agent may in its sole discretion withhold such amounts in accordance with this
paragraph (c).

         Section 5.03. METHOD OF PAYMENT. Subject to Section 9.01(c) respecting
the final payment upon retirement of the Residual Interest Certificate,
distributions required to be made to the Residual Interest Certificateholder of
record on the related Record Date shall be made by check mailed to such Residual
Interest Certificateholder at the address of such Residual Interest
Certificateholder appearing in the Certificate Register.

         Section 5.04. NO SEGREGATION OF MONEYS; NO INTEREST. Subject to
Sections 5.01 and 5.02 above, moneys received by the Trust Paying Agent
hereunder and deposited into the Certificate Distribution Account will be
segregated except to the extent required otherwise by law and shall be invested
in Eligible Investments maturing no later than 1 (one) Business Day prior to the
related Payment Date at the direction of the Depositor. The Trust Paying Agent
shall not be liable for payment of any interest or losses in respect of such
moneys. Investment gains shall be for the account of and paid to the Residual
Interest Certificateholder.

         Section 5.05. ACCOUNTING AND REPORTS TO THE CERTIFICATEHOLDER, THE
INTERNAL REVENUE SERVICE AND OTHERS. The Owner Trustee shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis and the
accrual method of accounting, (b) deliver to the Residual Interest Owner, as may
be required by the Code and applicable Treasury Regulations, such information as
may be required to enable the Residual Interest Owner to prepare its federal and
state income tax returns, (c) file such tax returns relating to the Trust and
make such elections as from time to time may be required or appropriate under
any applicable state or federal statute or any rule or regulation thereunder so
as to maintain the federal income tax treatment for the Trust as set forth in
Section 2.11 hereof, (d) cause such tax returns to be signed in the manner
required by law and (e) collect or cause to be collected any withholding tax as
described in and in accordance with Section 5.02(c) hereof with respect to
income or distributions to Residual Interest Owner. The Owner Trustee shall
elect under Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Timeshare Loans. If applicable, the
Owner Trustee shall not make the election provided under Section 754 or Section
761 of the Code.

         Section 5.06. SIGNATURE ON RETURNS; TAX MATTERS PARTNER.

         (a) The Depositor shall sign on behalf of the Trust the tax returns of
the Trust.



                                      B-16


         (b) If Subchapter K of the Code should be applicable to the Trust, the
Residual Interest Certificateholder shall be designated the "TAX MATTERS
PARTNER" of the Trust pursuant to Section 6231 (a)(7)(A) of the Code and
applicable Treasury Regulations.

                                   ARTICLE VI.

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         Section 6.01. GENERAL AUTHORITY. Subject to the provisions and
limitations of Sections 2.03 and 2.06 hereof, the Owner Trustee is authorized
and directed to execute and deliver the Transaction Documents to which the Trust
is to be a party and each certificate or other Document attached as an exhibit
to or contemplated by the Transaction Documents to which the Trust is to be a
party and any amendment or other agreement, as evidenced conclusively by the
Owner Trustee's execution thereof. In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take all actions required
of the Trust pursuant to the Transaction Documents.

         Section 6.02. GENERAL DUTIES. It shall be the duty of the Owner Trustee
to discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and the other Transaction Documents to which the
Trust is a party and to administer the Trust in the interest of the Owner and
the Residual Interest Owner, subject to the Transaction Documents and in
accordance with the provisions of this Agreement. Notwithstanding the foregoing,
the Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the other Transaction Documents to the
extent the Administrator has agreed in the Administration Agreement or another
Transaction Document to perform any act or to discharge any duty of the Owner
Trustee or the Trust under any Transaction Document, and the Owner Trustee shall
not be personally liable for the default or failure of the Administrator to
carry out its obligations under the Administration Agreement.

         Section 6.03. ACTION UPON INSTRUCTION.

         (a) Subject to Article Four hereof, in accordance with the terms of the
Transaction Documents, the Owner may by written instruction direct the Owner
Trustee in the management of the Trust.

         (b) Owner Trustee shall not be required to take any action hereunder or
under any other Transaction Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Owner Trustee or is contrary to the terms
hereof or of any other Transaction Documents or is otherwise contrary to law.

         (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or under
any other Transaction Document, the Owner Trustee shall promptly give notice (in
such form as shall be appropriate under the circumstances) to the Owner and the
Residual Interest Owner requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Owner and the Residual Interest Owner
received,



                                      B-17


the Owner Trustee shall not be liable on account of such action to any Person.
If the Owner Trustee shall not have received appropriate instruction within ten
days of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement and the other Transaction Documents, as it
shall deem to be in the best interests of the Owner and the Residual Interest
Owner, and shall have no liability to any Person for such action or inaction.

         (d) In the event that the Owner Trustee is unsure as to the
applicability of any provision of this Agreement or any other Transaction
Document or any such provision is ambiguous as to its application, or is, or
appears to be, in conflict with any other applicable provision, or in the event
that this Agreement permits any determination by the Owner Trustee or is silent
or incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Owner and the Residual Interest Owner requesting instruction and, to the extent
that the Owner Trustee acts or refrains from acting in good faith in accordance
with any such instruction received, the Owner Trustee shall not be liable, on
account of such action or inaction, to any Person. If the Owner Trustee shall
not have received appropriate instruction within ten (10) days of such notice
(or within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action not inconsistent with this
Agreement or the other Transaction Documents, as it shall deem to be in the best
interests of the Owner and the Residual Interest Owner, and shall have no
liability to any Person for such action or inaction.

         (e) Notwithstanding anything contained herein to the contrary, the
Owner Trustee shall not be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will (i) require the
registration with, licensing by or the taking of any other similar action in
respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware by or with respect to the Owner
Trustee; (ii) result in any fee, tax or other governmental charge under the laws
of any jurisdiction or an political subdivisions thereof in existence on the
date hereof other than the State of Delaware being payable by the Owner Trustee;
or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction
other than the State of Delaware for causes of action arising from acts
unrelated to the consummation of the transactions by the Owner Trustee
contemplated in this Agreement. In the event that the Owner Trustee has
determined that any action set forth in clauses (i) through (iii) above will
result in the consequences stated therein, the Owner Trustee shall appoint one
or more Persons to act as co-trustee pursuant to Section 10.05.

         Section 6.04. NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or any document or written instruction received by the Owner
Trustee pursuant to Section 6.03 hereof; and no implied duties or obligations
shall be read into this Agreement or any other Transaction Document against the
Owner Trustee. The Owner Trustee shall have no



                                      B-18


responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to prepare or file any
Commission filing for the Trust or to record this Agreement or any other
Transaction Document. The Owner Trustee nevertheless agrees that it will, at its
own cost and expense, promptly take all action as may be necessary to discharge
any liens on any part of the Trust Estate that result from actions by, or claims
against, the Owner Trustee that are not related to the ownership or the
administration of the Trust Estate.

         Section 6.05. NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR
INSTRUCTIONS. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Trust Estate except (i) in accordance
with the powers granted to and the authority conferred upon the Owner Trustee
pursuant to this Agreement, (ii) in accordance with the other Transaction
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 6.03 hereof.

         Section 6.06. RESTRICTIONS. The Owner Trustee shall not take any action
(i) that is inconsistent with the purposes of the Trust set forth in Section
2.03 hereof or (ii) that, to the actual knowledge of a Responsible Officer of
the Owner Trustee, would result in the Trust's becoming taxable as a corporation
for federal or state income tax purposes. Neither the Owner nor the Residual
Interest Owner shall direct the Owner Trustee to take actions that would violate
the provisions of this Section.

                                  ARTICLE VII.

                          CONCERNING THE OWNER TRUSTEE

         Section 7.01. ACCEPTANCE OF TRUSTS AND DUTIES. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all moneys actually received by it constituting
part of the Trust Estate upon the terms of the Transaction Documents and this
Agreement. The Owner Trustee shall not be answerable or accountable hereunder or
under any other Transaction Document under any circumstances, except (i) for its
own willful misconduct or negligence or (ii) in the case of the inaccuracy of
any representation or warranty contained in Section 7.03 hereof expressly made
by the Owner Trustee. In particular, but not by way of limitation (and subject
to the exceptions set forth in the preceding sentence);

         (a) the Owner Trustee shall not be liable for any error of judgment
made by a responsible officer of the Owner Trustee which did not result from
negligence on the part of such responsible officer;

         (b) the Owner Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in accordance with the instructions of the
Owner and the Residual Interest Owner;

         (c) no provision of this Agreement or any other Transaction Document
shall require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the



                                      B-19


performance of any of its rights or powers hereunder or under any Transaction
Document if the Owner Trustee shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured or provided to it;

         (d) under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Transaction Documents,
including the principal of and interest on the Notes;

         (e) the Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Depositor or for the form, character, genuineness, sufficiency, value or
validity of any of the Trust Estate, or for or in respect of the validity or
sufficiency of the Transaction Documents, other than the certificate of
authentication on the Trust Certificate and the Residual Interest Certificate,
and the Owner Trustee shall in no event assume or incur any liability, duty, or
obligation to any Noteholder or to the Owner or the Residual Interest Owner,
other than as expressly provided for herein or expressly agreed to in the
Transaction Documents; and

         (f) the Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by the Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any other Transaction Document, at the request, order or direction
of the Owner or the Residual Interest Owner unless such Owner or the Residual
Interest Owner has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this Agreement or in any other
Transaction Document shall not be construed as a duty, and the Owner Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance of any such act.

         Section 7.02. FURNISHING OF DOCUMENTS. The Owner Trustee shall furnish
to the Owner and the Residual Interest Owner promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests,
demands, certificates, financial statements and any other instruments furnished
to the Owner Trustee under the Transaction Documents.

         Section 7.03. REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY. The
Trust Company hereby represents and warrants to the Depositor and the Owner and
the Residual Interest Owner that:

         (a) It is a banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. It has all requisite
corporate power and authority to execute, deliver and perform its obligations
under this Agreement.

         (b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Agreement on its behalf.

         (c) Neither the execution nor the delivery by it of this Agreement, nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or provisions hereof will contravene any federal or
Delaware law, governmental rule or



                                      B-20


regulation governing the banking or trust powers of the Trust Company or any
judgment or order binding on it, or constitute any default under its charter
documents or bylaws or any indenture, mortgage, contract, agreement or
instrument to which it is a party or by which any of its properties may be bound
or result in the creation or imposition of any lien, charge or encumbrance on
the Trust Estate resulting from actions by or claims against the Trust Company
individually which are unrelated to this Agreement or the other Transaction
Documents.

         Section 7.04. RELIANCE; ADVICE OF COUNSEL.

         (a) The Owner Trustee shall incur no liability to anyone in acting upon
any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of determination of
which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.

         (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the other
Transaction Documents, the Owner Trustee (i) may act directly or through its
agents or attorneys pursuant to agreements entered into by any of them, and the
Owner Trustee shall not be liable for the conduct or misconduct of such agents
or attorneys as shall have been selected by the Owner Trustee with reasonable
care and (ii) may consult with counsel, accountants and other skilled persons to
be selected with reasonable care and employed by it. The Owner Trustee shall not
be liable for anything done, suffered or omitted in good faith by it in
accordance with the written opinion or advice of any such counsel, accountants
or other such persons.

         Section 7.05. NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided in
this Article Seven, in accepting the trusts hereby created, Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any other Transaction
Document shall look only to the Trust Estate for payment or satisfaction
thereof.

         Section 7.06. OWNER TRUSTEE NOT LIABLE FOR TRUST CERTIFICATE, RESIDUAL
INTEREST CERTIFICATE NOTES OR TIMESHARE LOANS. The recitals contained herein and
in the Trust Certificate and the Residual Interest Certificate (other than the
signature and countersignature of the Owner Trustee and the certificate of
authentication on such Certificates) shall be taken as the statements of the
Depositor, and neither the Owner Trustee nor the Owner assumes responsibility
for the correctness thereof. The Owner Trustee makes no representations as to
the validity or sufficiency of this Agreement, any other Transaction Document or
the Certificates (other than the signature and countersignature of the Owner
Trustee and the certificate of authentication on the Certificates) or the Notes,
or of any Timeshare Loan or related documents. The Owner Trustee shall at no
time have any responsibility or liability for or with respect to the legality,




                                      B-21


validity and enforceability of any Timeshare Loan, or the perfection and
priority of any security interest in any security relating to a Timeshare Loan
or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Trust Estate or its ability to generate the payments
to be distributed to the Residual Interest Certificateholder under this
Agreement or the Noteholders under the Indenture, including, without limitation,
the existence, condition and ownership of any Timeshare Loan; the existence and
enforceability of any insurance thereon; the existence and contents of any
Timeshare Loan on any computer or other record thereof; the validity of the
assignment of any Timeshare Loan to the Trust or of any intervening assignment;
the completeness of any Timeshare Loan; the performance or enforcement of any
Timeshare Loan; the compliance by the Depositor or the Servicer with any
warranty or representation made under any Transaction Document or in any related
document or the accuracy of any such warranty or representation; or any action
of the Servicer or any subservicer taken in the name of the Owner Trustee.

         Section 7.07. OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES. The Owner
Trustee in its individual or any other capacity may become the owner or pledgee
of the Certificates or Notes and may deal with the Depositor, the Owner, the
Residual Interest Owner, the Indenture Trustee and the Servicer in banking
transactions with the same rights as it would have if it were not Owner Trustee.

                                  ARTICLE VIII.

                          COMPENSATION OF OWNER TRUSTEE

         Section 8.01. OWNER TRUSTEE'S FEES AND EXPENSES. The Owner Trustee
shall receive as compensation for its services hereunder such fees as are
provided for and paid pursuant to Section 3.4 of the Indenture. Additionally, in
accordance with Section 3.4 of the Indenture, the Owner Trustee shall be
entitled to be reimbursed for its other reasonable out-of-pocket expenses
hereunder, including the reasonable compensation, expenses and disbursements of
such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and its
duties hereunder. The Owner Trustee's right to enforce such obligations shall be
subject to the provisions of Section 11.08 hereof.

         Section 8.02. INDEMNIFICATION. The Depositor shall be liable as primary
obligor for, and shall indemnify the Trust Company and its successors, assigns
and servants (collectively, the "INDEMNIFIED PARTIES") from and against, any and
all liabilities, obligations, losses, damages, taxes, claims, actions and suits,
and any and all reasonable costs, expenses and disbursements (including
reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "EXPENSES") which may at any time be imposed on, incurred by or
asserted against the Owner Trustee or any Indemnified Party in any way relating
to or arising out of this Agreement, the other Transaction Documents, the Trust
Estate, the administration of the Trust Estate or the action or inaction of the
Owner Trustee hereunder, except only that the Depositor shall not be liable for
or required to indemnify an Indemnified Party from and against Expenses arising
or resulting from the Owner Trustee's own willful misconduct or negligence or
any inaccuracy of any representation or warranty contained in Section 7.03
hereof expressly made by the Owner Trustee. The indemnities contained in this
Section shall survive the resignation or termination of the Owner Trustee or the
termination of this Agreement. In the event of any claim, action or



                                      B-22


proceeding for which indemnity will be sought pursuant to this Section, the
Owner Trustee's choice of legal counsel shall be subject to the approval of the
Depositor, which approval shall not be unreasonably withheld.

         Section 8.03. PAYMENTS TO THE OWNER TRUSTEE. Any amounts paid to the
Owner Trustee or the Trust Company pursuant to this Article VIII shall be deemed
not to be a part of the Trust Estate immediately after such payment.

                                   ARTICLE IX.

                         TERMINATION OF TRUST AGREEMENT

         Section 9.01. TERMINATION OF TRUST AGREEMENT.

         (a) The Trust shall dissolve upon written notice, which shall be
provided by the Owner to the Owner Trustee, only after the earlier of (i) the
day on which the rights of all Notes to receive payments from the Issuer have
terminated in accordance with the Indenture and final distribution of payments
to the Residual Interest Certificates as required hereunder (the "Trust
Termination Date") and (ii) dissolution of the Trust in accordance with
applicable law. After satisfaction of liabilities of the Trust as provided by
applicable law, any money or other property held as part of the Trust Estate
following such distribution shall be distributed to the Owner. The bankruptcy,
liquidation, dissolution, termination, death or incapacity of the Owner shall
not (x) operate to terminate this Agreement or annul, dissolve or terminate the
Trust, or (y) entitle the Owner's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Trust Estate or (z) otherwise
affect the rights, obligations and liabilities of the parties hereto.

         (b) Except as provided in Section 9.0l(a) above, neither the Depositor
nor any Certificateholder shall be entitled to revoke or terminate the Trust.

         (c) Notice of any dissolution of the Trust, specifying the Payment Date
upon which the Residual Interest Certificateholder shall surrender its Residual
Interest Certificate to the Trust Paying Agent for payment of the final
distribution and cancellation, shall be given by the Owner Trustee by letter to
the Certificateholder mailed within five (5) Business Days of receipt of notice
of termination from the Servicer, stating (i) the Payment Date upon or with
respect to which final payment of the Residual Interest Certificate shall be
made upon presentation and surrender of the Residual Interest Certificate at the
office of the Trust Paying Agent therein designated, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
Payment Date is not applicable, payments being made only upon presentation and
surrender of the Residual Interest Certificate at the office of the Trust Paying
Agent therein specified. The Owner Trustee shall give such notice to the
Certificate Registrar (if other than the Owner Trustee) and the Trust Paying
Agent at the time such notice is given to the Residual Interest
Certificateholder. Upon presentation and surrender of the Residual Interest
Certificates, the Trust Paying Agent shall cause to be distributed to the
Residual Interest Certificateholder amounts distributable on such Payment Date
pursuant to Section 5.02 hereof.



                                      B-23


         (d) In the event that the Residual Interest Certificateholder shall not
surrender its Residual Interest Certificate for cancellation within six months
after the date specified in the above mentioned written notice, the Owner
Trustee shall give a second written notice to such Residual Interest
Certificateholder to surrender its Residual Interest Certificate for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice the Residual Interest Certificate shall not
have been surrendered for cancellation, the Owner Trustee may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
Residual Interest Certificateholder concerning surrender of its Residual
Interest Certificate, and the cost thereof shall be paid out of the funds and
other assets that shall remain subject to this Agreement. Any funds remaining in
the Trust after exhaustion of such remedies shall be distributed by the Owner
Trustee to the Depositor.

         (e) Upon the winding up of the Trust and payment of all liabilities in
accordance with Section 3808 of the Statutory Trust Statute, the Owner Trustee
shall cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Statutory Trust Statute at which time the Trust shall
terminate.



                                   ARTICLE X.

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 10.01. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust
powers; and having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authorities; and
having (or having a parent that has) a rating of at least Baa3 by Moody's. If
such corporation shall publish reports of condition at least annually pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. Any
Person meeting the requirements for an owner trustee under this Section 10.01 is
referred to herein as "ELIGIBLE OWNER TRUSTEE". In case at any time the Owner
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Owner Trustee shall resign immediately in the manner and with the
effect specified in Section 10.02.

         Section 10.02. RESIGNATION OR REMOVAL OF OWNER TRUSTEE. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving 30 days prior written notice thereof to the Depositor and the Servicer
and the Indenture Trustee. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor Owner Trustee, which successor
shall be an Eligible Owner Trustee, by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Owner Trustee and
one copy to the successor Owner Trustee. If no successor Owner Trustee shall
have been so appointed and shall have accepted appointment within 30 days after
the giving of such notice of resignation, the



                                      B-24


resigning Owner Trustee may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee which shall be an Eligible Owner
Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 above and shall fail to resign
after written request therefor by the Owner, or if at any time the Owner Trustee
shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Indenture Trustee, may remove the Owner Trustee. If the
Indenture Trustee shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Owner shall promptly appoint a successor
Owner Trustee which shall be an Eligible Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing Owner
Trustee so removed and one copy to the successor Owner Trustee, and shall pay
all fees owed to the outgoing Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 below and payment of all fees and expenses
owed to the outgoing Owner Trustee.

         Section 10.03. SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Indenture Trustee and the Depositor, and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become effective,
and such successor Owner Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement; and the Depositor, Indenture Trustee and
the predecessor Owner Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee all such rights, powers, duties
and obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be an Eligible Owner Trustee pursuant to Section 10.01 hereof.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Depositor shall mail notice thereof to the Certificateholders,
the Indenture Trustee, the Agent and the Noteholders. If the Depositor shall
fail to mail such notice within ten (10) days after acceptance of such
appointment by the successor Owner Trustee, the successor Owner Trustee shall
cause such notice to be mailed at the expense of the Depositor.

         Section 10.04. MERGER OR CONSOLIDATION OF OWNER TRUSTEE. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee



                                      B-25


shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Owner Trustee, shall be the successor of the
Owner Trustee hereunder, without the execution or filing of any instrument or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, that such corporation shall be eligible
pursuant to Section 10.01 hereof.

         Section 10.05. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Estate may at the time be located, the Owner Trustee shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Owner Trustee to act as co-trustee, jointly with the
Owner Trustee, or as separate trustee or separate trustees, of all or any part
of the Trust Estate, and to vest in such Person, in such capacity, such title to
the Trust or any part thereof and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Owner
Trustee may consider necessary or desirable. No co-trustee or separate trustee
under this Agreement shall be required to meet the terms of eligibility as a
successor Owner Trustee pursuant to Section 10.01 hereof and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 10.03 hereof.

         Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

         (a) all rights, powers, duties and obligations conferred or imposed
upon the Owner Trustee shall be conferred upon and exercised or performed by the
Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Owner Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed, the Owner Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by
such separate trustee or co-trustee, but solely at the direction of the Owner
Trustee;

         (b) no trustee under this Agreement shall be personally liable by
reason of any such act or omission of any other trustee under this Agreement;
and

         (c) the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.

         Any notice, request or other writing given to the Owner Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of or affording



                                      B-26


protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Depositor and the Agent.

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts hall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor co-trustee or separate trustee.

                                   ARTICLE XI.

                                  MISCELLANEOUS

         Section 11.01. SUPPLEMENTS AND AMENDMENTS. This Agreement may be
amended from time to time, by a written amendment duly executed and delivered by
the Owner, Residual Interest Owner and the Owner Trustee, with the written
consent of the Indenture Trustee, but without the consent of any of the
Noteholders, to cure any ambiguity, to correct or supplement any provisions in
this Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or modifying in
any manner the rights of the Noteholders; PROVIDED, HOWEVER, that such amendment
will not (i) as evidenced by an Opinion of Counsel addressed and delivered to
the Owner Trustee and the Indenture Trustee, materially and adversely affect the
interest of any Noteholder or the Owner or Residual Interest Owner or cause the
Trust to fail to be treated as a "qualified special purpose entity" as defined
in Financial Accounting Standards Board Statement No. 140 and (ii) as evidenced
by an Opinion of Counsel addressed and delivered to the Owner Trustee and the
Indenture Trustee, cause the Trust to be classified as an association (or a
publicly traded partnership) taxable as a corporation for federal income tax
purposes; provided, further, that Section 2.03 of this Agreement may be amended
only with the consent of the Holders of Notes representing not less than 51% of
the then Outstanding Note Balance of each Class of Notes. Additionally,
notwithstanding the preceding sentence, this Agreement may be amended by the
Owner, Residual Interest Owner and the Owner Trustee without the consent of the
Indenture Trustee or any of the Noteholders to add, modify or eliminate such
provisions as may be necessary or advisable in order to enable all or a portion
of the Trust (i) to qualify as, and to permit an election to be made to cause
the Trust to be treated as, a "financial asset securitization investment trust"
as described in the provisions of Section 860L of the Code and (ii) to avoid the
imposition of state or local income or franchise taxes imposed on the Trust
Estate or its income; provided, however, that (i) the Owner must deliver to the
Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect
that the proposed amendments meet the requirements set forth in this subsection
and (ii) such amendment does not affect the rights, benefits, protections,
privileges, immunities, duties or obligations of the Owner Trustee hereunder.

         This Agreement may also be amended from time to time by a written
amendment duly executed and delivered by the Owner, Residual Interest Owner and
the Owner Trustee, with the consent of the Indenture Trustee and Holders
representing no less than 51% of the then Outstanding Note Balance of each Class
of Notes, for the purpose of adding any provisions to or



                                      B-27


changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Noteholders; provided, however,
that without the consent of all Noteholders, no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of distributions that are required to be made for the benefit of the
Noteholders or (b) reduce the aforesaid percentage of the Outstanding amount of
the Notes, the Holders of which are required to consent to any such amendment;
provided further, that such amendment will not, (i) as evidenced by an Officer's
Certificate of the Owner addressed and delivered to the Owner Trustee and the
Indenture Trustee, and (ii) as evidenced by an Opinion of Counsel addressed and
delivered to the Owner Trustee and the Indenture Trustee, cause the Trust to be
classified as an association (or a publicly traded partnership) taxable as a
corporation for federal income tax purposes.

         Prior to the execution of any such amendment or consent, the Depositor
shall furnish written notification of the substance of such amendment or
consent, together with a copy thereof, to the Indenture Trustee, the Depositor
and the Agent.

         Promptly after the execution of any such amendment or consent, the
Owner shall furnish written notification of the substance of such amendment or
consent to the Indenture Trustee.

         It shall not be necessary for the consent of the Noteholders pursuant
to this Section 11.1 to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.

         Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

         The Owner Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Officer's Certificate of the Owner to the effect
that the conditions to amendment have been satisfied.

         The Owner Trustee may, but shall not be obligated to, enter into, and
unless it has consented thereto in writing shall not be bound by, any amendment
which affects the Owner Trustee's own rights, duties, benefits, protections,
privileges or immunities (as such or in its individual capacity) under this
Agreement or otherwise.

         Section 11.02. NO LEGAL TITLE TO TRUST ESTATE IN OWNER. The Owner shall
not have legal title to any part of the Trust Estate. The Residual Interest
Owner shall be entitled to receive distributions with respect to its undivided
residual economic interest herein only in accordance with Articles Five and Nine
hereof. No transfer, by operation of law or otherwise, of any right, title or
interest of the Owner or the Residual Interest Owner to and in their respective
interests in the Trust Estate shall operate to terminate this Agreement or the
trusts hereunder or entitle any transferee to an accounting or to the transfer
to it of legal title to any part of the Trust Estate.

         Section 11.03. LIMITATIONS ON RIGHTS OF OTHERS. Except for Section 2.07
hereof, the provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Owner, the Residual Interest Owner and, to the
extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Agreement (other than Section 2.07 hereof), whether express or
implied, shall be construed to give to any other Person any legal or equitable




                                      B-28


right, remedy or claim in the Trust Estate or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.

         Section 11.04. NOTICES. All notices, demands, certificates, requests
and communications hereunder ("NOTICES") shall be in writing and shall be
effective (a) upon receipt when sent through the U.S. mails, registered or
certified mail, return receipt requested, postage prepaid, with such receipt to
be effective the date of delivery indicated on the return receipt, or (b) one
(1) Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to an Authorized Officer of the party to which sent or (d)
on the date transmitted by legible telecopier transmission with a confirmation
of receipt, in all cases addressed to the recipient as follows:



If to the Servicer:                    Bluegreen Corporation
                                       4960 Conference Way North, Suite 100
                                       Boca Raton, Florida  33431
                                       Attn:  Allan Herz, Senior Vice President
                                       Telephone:  (561) 912-8210
                                       Telecopier:  (561) 912-8123

If to the Depositor                    BLUEGREEN RECEIVABLES FINANCE
or Residual Interest Owner:            CORPORATION VIII
                                       4950 Communication Avenue, Suite 400
                                       Boca Raton, Florida  33431
                                       Attn:  Terry Jones, President
                                       Telephone:  (561) 912-8025
                                       Telecopier:  (561) 912-8121

If to the Owner Trustee:               Wilmington Trust Company
                                       Rodney Square North
                                       1100 North Market Street
                                       Wilmington, Delaware  19890-0001
                                       Attention: Corporate Trust Administration
                                       Telephone: (302) 636-6000
                                       Telecopier: (302) 636-4141

If to the Backup Servicer:             Concord Servicing Corporation
                                       6560 North Scottsdale Road
                                       Suite G-100
                                       Scottsdale, Arizona  85253
                                       Attn:  Fredrick G. Pink, Esq.
                                       Telephone: (480) 998-2002 x 1212
                                       Telecopier:  (480) 951-8879

If to the Indenture Trustee:           U.S. Bank National Association
                                       60 Livingston Avenue
                                       St. Paul, Minnesota  55107




                                      B-29


                                        Attn:  Structured Finance
                                        Telephone: (651) 244-0011
                                        Telecopier: (651) 244-0089

If to the Owner:                        GSS Holdings, Inc.
                                        114 West 47th Street
                                        Suite 1715
                                        New York, New York  10036
                                        Attn:  Kevin P. Burns
                                        Telecopier:  (212) 302-8767

If to the Rating Agencies:              Moody's Investors Service, Inc.
                                        99 Church Street
                                        New York, New York  10004
                                        Attention: Residential Mortgage
                                        Pass-Through Surveillance Group
                                        Standard & Poor's, a division of
                                        The McGraw-Hill Companies, Inc.
                                        55 Water Street, 41st Floor
                                        New York, New York  10041
                                        Attention:  Structured Finance

Each party hereto may, by notice given in accordance herewith to each of the
other parties hereto, designate any further or different address to which
subsequent notices shall be sent.

         Section 11.05. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions, or terms of this Agreement shall be for any
reason whatsoever held invalid then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Certificateholders thereof.

         Section 11.06. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

         Section 11.07. SUCCESSORS AND ASSIGNS. All Owner covenants and
agreements contained herein shall be binding upon, and inure to the benefit of,
each of the Depositor, and the Owner Trustee and their respective successors and
permitted assigns and the Owner and the Residual Interest Owner and their
respective successors and permitted assigns, all as herein provided. Any
request, notice, direction, consent, waiver or other instrument or action by the
Owner or the Residual Interest Owner shall bind the successors and assigns of
the Owner or the Residual Interest Owner, as the case may be.

         Section 11.08. NO PETITION. The Owner Trustee, by entering into this
Agreement, each Certificateholder, by accepting a Certificate, and the Indenture
Trustee and each Noteholder, by



                                      B-30


accepting the benefits of this Agreement, hereby covenant and agree that they
will not at any time institute against the Depositor or the Trust, or join in
any institution against the Depositor, or the Trust of, any bankruptcy
proceedings under any United Sates federal or state bankruptcy or similar law in
connection with any obligations relating to the Certificates, the Notes, this
Agreement or any of the other Transaction Documents.

         Section 11.09. NO RECOURSE. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificate represents
equity (in the case of the Trust Certificate) or residual economic (in the case
of the Residual Interest Certificate) interests in the Trust only and do not
represent interests in or obligations of the Depositor, the Servicer, the
Originators, the Sellers, the Owner Trustee, the Indenture Trustee or any of the
respective Affiliates and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in this Agreement,
the Certificates or the other Transaction Documents. The Owner by accepting the
Trust Certificate acknowledges that such Trust Certificate represents an equity
(but not economic) interest in the Trust and the Trust Estate only and does not
represent an economic interest in the Trust or the Trust Estate or an interest
in or an obligation of the Depositor, the Servicer, the Originators, the
Sellers, the Owner Trustee or any Affiliate of the foregoing, and no recourse
may be had against any such party or their assets, except as may be expressly
set forth or contemplated in the Transaction Documents.

         Section 11.10. HEADINGS.

         The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

         Section 11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 11.12. TRUST CERTIFICATE TRANSFER RESTRICTIONS. The Trust
Certificate may not be acquired by or for the account of a Benefit Plan. By
accepting and holding a Trust Certificate, the Certificateholder thereof shall
be deemed to have represented and warranted that it is not a Benefit Plan nor
will it hold such Trust Certificate for the account of a Benefit Plan. By
accepting and holding a Trust Certificate, the Certificateholder thereof shall
be deemed to have represented and warranted that it is not a Benefit Plan.

         Section 11.13. EXTRAORDINARY TRANSACTIONS. Notwithstanding any other
provision of this Trust Agreement and any provision of law that otherwise so
empowers the Trust, the Trust shall not without the affirmative vote of 100% of
the Owner and the Owner Trustee:

         (a) engage in any business or activity other than in accordance with
Article II hereof;

         (b) incur any indebtedness, or assume or guarantee any indebtedness of
any other person or entity, other than in connection with the activities
described in Article II hereof;

         (c) dissolve or liquidate, in whole or in part;



                                      B-31


         (d) consolidate with or merge into any other person or entity or sell,
convey or transfer all or substantially all of its properties and assets to any
other person or entity or acquire all or substantially all of the assets or
capital stock or other ownership interest of any other person or entity;

         (e) institute proceedings to be adjudicated bankrupt or insolvent; or
consent to the institution of bankruptcy, insolvency or similar proceedings
against it; or file a petition seeking, or consent to, reorganization or relief
under any applicable federal or state law relating to bankruptcy, insolvency or
readjustment of debts; or consent to the appointment of a receiver, conservator,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Trust or a substantial part of its property; or make any assignment for
the benefit of creditors; or admit in writing its inability to pay its debts
generally as they become due; or take any corporate action in furtherance of any
such action; or

         (f) authorize any amendment to this Section 11.13 or Articles II or IV
of this Agreement.

         When voting on whether the Trust will take any action described in
paragraph (e) of this Section 11.13, each controlling person of the Residual
Interest Certificateholder shall owe its primary fiduciary duty or other
obligation to the Trust (including, without limitation, the Trust's creditors)
and not to its sole shareholder (except as may be specifically required by
applicable law). The Trust shall be deemed to have consented to the foregoing by
virtue of such Residual Interest Certificateholder's consent to this Agreement.

                            [signature page follows]






                                      B-32


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers hereunto duly authorized, as of the
day and year first above written.



                                       BLUEGREEN RECEIVABLES FINANCE
                                       CORPORATION VIII, as Depositor and
                                       Residual Interest Owner



                                        By: /S/ ALLAN J. HERZ
                                        Allan J. Herz
                                        Vice President and Assistant Secretary


                                        WILMINGTON TRUST COMPANY,
                                         as Owner Trustee



                                       By: /S/ W. CHRIS SPONENBERG
                                       Printed Name: W. Chris Sponenberg
                                       Title: Vice President





                                       GSS Holdings, Inc.,
                                         as Owner of the Trust Certificate



                                       By: /S/ BERNARD J. ANGELO
                                       Printed Name: Bernard J. Angelo
                                       Title:  Vice President







                       [Signature Page to Trust Agreement]



                                      B-33

                                    EXHIBIT A


                         FORM OF CERTIFICATE OF TRUST OF
                        BXG RECEIVABLES NOTE TRUST 2004-B


          This Certificate of Trust of BXG Receivables Note Trust 2004-B (the
"TRUST"), dated June 15, 2004, is being duly executed and filed by Wilmington
Trust Company, a Delaware banking corporation, as Owner Trustee, to form a
business trust under the Delaware Statutory Trust Act (12 Del. Code, ss. 3801,
ET SEQ.).

         1. NAME. The name of the trust formed hereby is BXG Receivables Note
Trust 2004-B.

         2. DELAWARE TRUSTEE. The name and business address of the Owner Trustee
of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned, being the sole Owner Trustee of
the Trust, has executed this Certificate of Trust as of the date first above
written.

                                    Wilmington Trust Company,
                                    not in its individual capacity but solely as
                                    Owner Trustee


                                    By:
                                        ----------------------------------------
                                        Printed Name:
                                                      --------------------------
                                        Title:
                                               ---------------------------------






                                      A-1

                                   EXHIBIT B-1


                            FORM OF TRUST CERTIFICATE

THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE
EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN
BLUEGREEN RECEIVABLES FINANCE CORPORATION VIII, BLUEGREEN CORPORATION OR ANY
AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. THIS
TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE
CONDITIONS SET FORTH IN SECTION 3.04 OF THE TRUST AGREEMENT HAVE BEEN COMPLIED
WITH.

THIS CERTIFICATE IS TRANSFERABLE ONLY IN WHOLE AND NOT IN PART.

THIS TRUST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE
STATE SECURITIES LAWS, AND THIS TRUST CERTIFICATE MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM.

               BXG RECEIVABLES NOTE TRUST 2004-B TRUST CERTIFICATE


NO. 1

          THIS CERTIFIES THAT GSS HOLDINGS, INC. is the registered owner of 100%
of the nonassessable, fully-paid, fractional undivided non-economic interest in
the BXG Receivables Note Trust 2004-B (the "TRUST") formed by BLUEGREEN
RECEIVABLES FINANCE CORPORATION VIII, a Delaware corporation (the "DEPOSITOR").

         The trust was created pursuant to a Trust Agreement, dated as of June
15, 2004 (as amended, restated and/or supplemented from time to time, the "TRUST
AGREEMENT"), among the Depositor, and Wilmington Trust Company, as owner trustee
(the "OWNER TRUSTEE"), a summary of certain of the pertinent provisions of which
is set forth below. To the extent not otherwise defined herein, the capitalized
terms used herein have the meanings assigned to them in (i) the Trust Agreement,
(ii) the Sale Agreement, dated as of June 15, 2004 (the "SALE AGREEMENT"), among
the Trust and the Depositor, or (iii) Indenture, dated as of June 15, 2004 (the
"INDENTURE"), between BXG Receivables Note Trust 2004-B, as Issuer, Bluegreen
Corporation, as Servicer, Vacation Trust, Inc., as Club Trustee and U.S. Bank
National Association, as Indenture Trustee.




                                     B-1-1


         This Trust Certificate is the duly authorized Trust Certificate
designated as "BXG Receivables Note Trust 2004-B Trust Certificate" (the "TRUST
CERTIFICATE"). Also issued under the Indenture are the Timeshare Loan-Backed
Notes, Series 2004-B (the "NOTES"). This Trust Certificate is issued under and
is subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Certificateholder of this Trust Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound. The
Certificateholder of this Trust Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Trust Certificate are
subordinated to the rights of the Noteholders to the extent described in the
Indenture.

         It is the intent of the Servicer, the Depositor, Owner Trustee,
Indenture Trustee and the Certificateholder that, for purposes of federal
income, state and local income and single business tax and any other income
taxes, the Trust will be disregarded as a separate entity for federal income tax
purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii). The
Depositor and any Certificateholder, by acceptance of a Trust Certificate,
agrees to such treatment, and to take no action inconsistent with such treatment
of, the Trust for federal income tax purposes.

         Each Certificateholder, by its acceptance of a Trust Certificate or
beneficial interest in a Trust Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Trust or the
Depositor, or join in any institution against the Trust or the Depositor any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Trust
Certificate, the Notes, the Trust Agreement or any of the other Transaction
Documents.

         Distributions on this Trust Certificate will be made as provided in the
Trust Agreement by the Owner Trustee or its Agent by wire transfer or check
mailed to the Certificateholder of record in the Certificate Register without
the presentation or surrender of this Trust Certificate or the making of any
notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Trust Certificate will
be made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Trust Certificate
at the office or agency maintained for that purposes by the Owner Trustee in the
City of Wilmington, State of Delaware.

         Reference is hereby made to the further provisions of this Trust
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Trust Certificate shall not entitle the holder hereof to any benefit under
the Trust Agreement or any other Transaction Document or be valid for any
purpose.

         THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.



                                     B-1-2



                            [REVERSE OF CERTIFICATE]

         The Trust Certificate does not represent an obligation of, or an
interest in the Depositor, the Servicer, the Originators, the Sellers, the Owner
Trustee, the Indenture Trustee or any of their respective Affiliates and no
recourse may be had against such parties or their assets, except as expressly
set forth or contemplated herein or in the Trust Agreement or the other
Transaction Documents. In addition, this Trust Certificate is not guaranteed by
any governmental agency or instrumentality and is limited in right of payment to
certain collections and recoveries with respect to the Timeshare Loans and
certain other amounts, in each case as more specifically set forth herein and in
the Indenture. A copy of each of the Indenture and the Trust Agreement may be
examined by any Certificateholder upon written request during normal business
hours at the principal office of the Depositor and at such other places, if any,
designated by the Depositor.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholder under the Trust Agreement at
any time by the Depositor and the Owner Trustee with the consent of the Holders
representing at least 66-2/3% of the Outstanding Note Balance of each Class of
Notes. Any such consent shall be conclusive and binding on the Holder and on all
future Holders of this Trust Certificate and of any Trust Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent is made upon this Trust Certificate. The Trust
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the Certificateholder of the Trust Certificate or any
Noteholder.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Trust Certificate is registerable in the
Certificate Register upon surrender of this Trust Certificate for resignation of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Owner Trustee in Wilmington, Delaware, accompanied by a written instrument
of transfer in form satisfactory to the Owner Trustee and the Certificate
Registrar, executed by the Certificateholder hereof or such Certificateholder's
attorney duly authorized in writing, and thereupon a new Trust Certificate
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is the Owner Trustee.

         Except as provided in the Trust Agreement, the Trust Certificate is
issuable only as a registered Trust Certificate without coupons. No service
charge will be made for any registration of transfer of such Trust Certificate,
but the Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         The Owner Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name this Trust Certificate is
registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Registrar or any such agent shall be affected by any notice to
the contrary.




                                     B-1-3


         The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholder
of all amounts required to be paid to such holder pursuant to the Trust
Agreement and the Indenture and the deposition of all property held as part of
the Trust Estate. The Servicer may at its option purchase the Trust Estate at
the times and at the prices specified in the Indenture.

         The Trust Certificate may not be acquired by a Benefit Plan. By
accepting and holding this Trust Certificate, the Certificateholder hereof,
shall be deemed to have represented and warranted that it is not a Benefit Plan
and is not acquiring this Trust Certificate or an interest therein for the
account of such an entity.





                                     B-1-4


         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Trust Certificate to be duly
executed.

Dated:

                                       BXG RECEIVABLES NOTE TRUST 2004-B

                                       By: Wilmington Trust Company, not in its
                                           individual capacity but solely as
                                           Owner Trustee

                                       By:
                                           -------------------------------------
                                           Authorized Signatory



                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This the Trust Certificate referred to in the within-mentioned Trust
Agreement.

                                       By: Wilmington Trust Company, not in its
                                           individual capacity but solely as
                                           Owner Trustee

                                       By:
                                           -------------------------------------
                                           Authorized Signatory





                                     B-1-5

                                   ASSIGNMENT

         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



(Please print or type name and address, including postal zip code, of assignee)

- ------------------------------------------------------------------------------
the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

- ------------------------------------------------------------------------------
to transfer said Trust Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:____________

Signature Guaranteed:




- -------------------------------------                        --------------------------------------
                                                          
NOTICE:  Signature(s) must be guaranteed                     NOTICE: The signature to this assignment must
by an eligible guarantor institution.                        correspond with the name of the registered owner
                                                             as it appears on the face of the within Trust
                                                             Certificate in every particular, without alteration
                                                             or enlargement or any change whatever.






                                     B-1-6


                                   EXHIBIT B-2

                      FORM OF RESIDUAL INTEREST CERTIFICATE

THIS RESIDUAL INTEREST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

THIS RESIDUAL INTEREST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN
INTEREST IN BLUEGREEN RECEIVABLES FINANCE CORPORATION VIII, BLUEGREEN
CORPORATION OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE
TRUST AGREEMENT. THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD, TRANSFERRED OR PLEDGED UNLESS THE CONDITIONS SET FORTH IN SECTION 3.04 OF
THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH.

THIS CERTIFICATE IS TRANSFERRABLE ONLY IN WHOLE AND NOT IN PART.

THIS RESIDUAL INTEREST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE
STATE SECURITIES LAWS, AND THIS RESIDUAL INTEREST CERTIFICATE MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.

         BXG RECEIVABLES NOTE TRUST 2004-B RESIDUAL INTEREST CERTIFICATE

NO. 1

         THIS CERTIFIES THAT BLUEGREEN RECEIVABLES FINANCE CORPORATION VIII is
the registered owner of 100% of the residual economic interest in the BXG
Receivables Note Trust 2004-B (the "TRUST") formed by BLUEGREEN RECEIVABLES
FINANCE CORPORATION VIII, a Delaware corporation (the "DEPOSITOR").

         The Trust was created pursuant to a Trust Agreement, dated as of June
15, 2004 (as amended, restated and/or supplemented from time to time, the "TRUST
AGREEMENT"), among the Depositor, and Wilmington Trust Company, as owner trustee
(the "OWNER TRUSTEE"), a summary of certain of the pertinent provisions of which
is set forth below. To the extent not otherwise defined herein, the capitalized
terms used herein have the meanings assigned to them in (i) the Trust Agreement,
(ii) the Sale Agreement, dated as of June 15, 2004 (the "SALE AGREEMENT"), among
the Trust and the Depositor, or (iii) the Indenture, dated as of June 15, 2004
(the "INDENTURE"), between BXG Receivables Note Trust 2004-B, as Issuer
Bluegreen Corporation, as Servicer, Vacation Trust, Inc., as Club Trustee and
U.S. Bank National Association, as Indenture Trustee.




                                     B-2-1


         This Residual Interest Certificate is the duly authorized Residual
Interest Certificate designated as "BXG Receivables Note Trust 2004-B Residual
Interest Certificate" (the "RESIDUAL INTEREST CERTIFICATE"). Also issued under
the Indenture are the Timeshare Loan-Backed Notes, Series 2004-B (the "NOTES").
This Residual Interest Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Certificateholder of this Residual Interest Certificate by virtue of its
acceptance hereof assents and by which such Certificateholder is bound. The
holder of this Residual Interest Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Residual Interest Certificate
are subordinated to the rights of the Noteholders to the extent described in the
Sale Agreement and the Indenture.

         It is the intent of the Servicer, the Depositor, Owner Trustee,
Indenture Trustee and the Certificateholder that, for purposes of federal
income, state and local income and single business tax and any other income
taxes, the Trust will be disregarded as a separate entity for federal income tax
purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) and that
all items of income, deduction, gain, loss or credit of the Trust will be
treated as such items of the Certificateholder. The Depositor and any other
Certificateholder, by acceptance of a Residual Interest Certificate, agrees to
such treatment, and to take no action inconsistent with such treatment of, the
Trust for federal income tax purposes.

         Each Certificateholder, by its acceptance of a Residual Interest
Certificate or beneficial interest in a Residual Interest Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
the Trust or the Depositor, or join in any institution against the Trust or the
Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Residual Interest Certificate, the Notes, the Trust Agreement or any of the
other Transaction Documents.

         Distributions on this Residual Interest Certificate will be made as
provided in the Trust Agreement by the Owner Trustee or its Agent by wire
transfer or check mailed to the Certificateholder of record in the Certificate
Registrar without the presentation or surrender of this Residual Interest
Certificate or the making of any notation hereon. Except as otherwise provided
in the Trust Agreement and notwithstanding the above, the final distribution on
this Residual Interest Certificate will be made after due notice by the Owner
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Residual Interest Certificate at the office or agency
maintained for that purpose by the Owner Trustee in the City of Wilmington,
State of Delaware.

         Reference is hereby made to the further provisions of this Residual
Interest Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Residual Interest Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or any other Transaction Document or be valid
for any purpose.




                                     B-2-2


         THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




                                     B-2-3


                            [REVERSE OF CERTIFICATE]

         The Residual Interest Certificate does not represent an obligation of,
or an interest in the Depositor, the Servicer, the Originators, the Sellers, the
Owner Trustee, the Indenture Trustee or any of the respective Affiliates and no
recourse may be had against such parties of their assets, except as expressly
set forth or contemplated herein or in the Trust Agreement or the other
Transaction Documents. In addition, this Residual Interest Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections and recoveries with respect to the Timeshare
Loans and certain other amounts, in each case as more specifically set forth
herein and in the Indenture. A copy of each of the Indenture and the Trust
Agreement may be examined by any Certificateholder upon written request during
normal business hours at the principal office of the Depositor and at such other
places, if any, designated by the Depositor.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholder under the Trust Agreement at
any time by the Depositor and the Owner Trustee with the consent of the Holders
representing at least 66-2/3% of the then Outstanding Note Balance of each Class
of Notes. Any such consent shall be conclusive and binding on the Holder and on
all future Holders of this Residual Interest Certificate and of any Residual
Interest Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent is made upon this Residual
Interest Certificate. The Trust Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Certificateholder of
the Residual Interest Certificate or any Noteholder.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Residual Interest Certificate is
registerable in the Certificate Register upon surrender of this Residual
Interest Certificate for registration of transfer at the offices or agencies of
the Certificate Registrar maintained by the Owner Trustee in Wilmington,
Delaware, accompanied by a written instrument of transfer in form satisfactory
to the Owner Trustee and the Certificate Registrar, executed by the
Certificateholder hereof or such Certificateholder's attorney duly authorized in
writing, and thereupon a new Residual Interest Certificate evidencing the same
aggregate interest in the Trust will be issued to the designated transferee. The
initial Certificate Registrar appointed under the Trust Agreement is the Owner
Trustee.

         Except as provided in the Trust Agreement, the Residual Interest
Certificate is issuable only as a registered Residual Interest Certificate
without coupons. No service charge will be made for any registration of transfer
of such Residual Interest Certificate, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.

         The Owner Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name this Residual Interest
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, the Certificate Registrar or any such agent shall be affected by
any notice to the contrary.




                                     B-2-4


         The obligations and responsibilities created by the Trust Agreement and
the Trust crated thereby shall terminate upon the payment to Certificateholder
of all amounts required to be paid to such holder pursuant to the Trust
Agreement and the Indenture and the deposition of all property held as part of
the Trust Estate. The Servicer may at its option purchase the Trust Estate at
the times and at the prices specified in the Indenture.

         The Residual Interest Certificate may not be acquired by a Benefit
Plan. By accepting and holding this Residual Interest Certificate, the
Certificateholder hereof, shall be deemed to have represented and warranted that
it is not a Benefit Plan and is not acquiring this Residual Interest Certificate
or an interest therein for the account of such an entity.




                                     B-2-5

         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Residual Interest Certificate to be
duly executed.

Dated:

                                       BXG RECEIVABLES NOTE TRUST 2004-B

                                       By: Wilmington Trust Company, not in its
                                           individual capacity but solely as
                                           Owner Trustee

                                       By:
                                           -------------------------------------
                                           Authorized Signatory



                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This the Residual Interest Certificate referred to in the
within-mentioned Trust Agreement.

                                       By: Wilmington Trust Company, not in its
                                           individual capacity but solely as
                                           Owner Trustee

                                       By:
                                           -------------------------------------
                                           Authorized Signatory





                                     B-2-6

                                   ASSIGNMENT

         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



(Please print or type name and address, including postal zip code, of assignee)

- ------------------------------------------------------------------------------
the within Residual Interest Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing

- ------------------------------------------------------------------------------
to transfer said Residual Interest Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.

Dated:____________

Signature Guaranteed:





- ---------------------------------------                       --------------------------------------
                                                           
NOTICE:  Signature(s) must be guaranteed                      NOTICE: The signature to this assignment must
by an eligible guarantor institution.                         correspond with the name of the registered owner as it
                                                              appears on the face of the within Residual Interest
                                                              Certificate in every particular, without alteration
                                                              or enlargement or any change whatever.







                                     B-2-7

EX-10.129

                                                                  EXHIBIT 10.129

                           (Bluegreen to Depositor - Subsequent Timeshare Loans)

                       PURCHASE AND CONTRIBUTION AGREEMENT

            This PURCHASE AND CONTRIBUTION AGREEMENT (this "AGREEMENT"), dated
as of June 15, 2004, is by and among Bluegreen Corporation, a Massachusetts
corporation ("BLUEGREEN" or a "SELLER") and Bluegreen Receivables Finance
Corporation VIII, a Delaware corporation (the "DEPOSITOR") and their respective
permitted successors and assigns.

                              W I T N E S S E T H:

            WHEREAS, on the Closing Date, the Depositor, as seller, intends to
enter into that certain Sale Agreement dated as of June 15, 2004 (the "SALE
AGREEMENT"), by and between the Depositor and BXG Receivables Note Trust 2004-B,
a Delaware statutory trust (the "ISSUER") pursuant to which the Depositor
intends to sell to the Issuer, certain other timeshare loans acquired by the
Depositor pursuant to a transfer agreement, dated as of June 15, 2004, by and
among the Depositor, Bluegreen and BXG Receivables Note Trust 2001-A pursuant to
the terms thereof;

            WHEREAS, on the Closing Date, the Company intends to enter into that
certain Indenture dated as of June 15, 2004 (the "INDENTURE"), by and among the
Issuer, Bluegreen, as servicer (in such capacity, the "SERVICER"), Vacation
Trust, Inc., a Florida corporation, as club trustee (the "CLUB TRUSTEE"), and
U.S. Bank National Association, as indenture trustee (the "INDENTURE TRUSTEE"),
paying agent and custodian, whereby the Issuer will pledge the Trust Estate (as
defined in the Indenture) to the Indenture Trustee to secure the Issuer's 4.445%
Timeshare Loan-Backed Notes, Series 2004-B, Class A, 4.695% Timeshare
Loan-Backed Notes, Series 2004-B, Class B, 5.190% Timeshare Loan-Backed Notes,
Series 2004-B, Class C, 6.680% Timeshare Loan-Backed Notes, Series 2004-B, Class
D and 7.180% Timeshare Loan-Backed Notes, Series 2004-B, Class E (collectively,
the "NOTES");

            WHEREAS, (i) the Seller desires to sell, and the Depositor desires
to purchase, from time to time during the Prefunding Period, Timeshare Loans
originated by the Seller or an Affiliate thereof (the "SUBSEQUENT TIMESHARE
LOANS") and (ii) Bluegreen, as the sole shareholder of the Depositor, desires to
make a contribution of capital pursuant to the terms hereof;

            WHEREAS, pursuant to the terms of (i) the Sale Agreement, the
Depositor shall sell to the Issuer any Subsequent Timeshare Loans acquired from
the Seller to the Issuer and (ii) the Indenture, the Issuer shall pledge such
Subsequent Timeshare Loans, as part of the Trust Estate, to the Indenture to
secure the Notes;

            WHEREAS, the Seller may, and in certain circumstances will be
required to cure, repurchase or substitute and provide Qualified Substitute
Timeshare Loans for Subsequent



Timeshare Loans that are Defective Timeshare Loans, previously sold to the
Depositor hereunder and pledged to the Indenture Trustee pursuant to the
Indenture; and

            WHEREAS, the Depositor may, at the direction of the Seller, be
required to exercise the Seller's option to purchase or replace Subsequent
Timeshare Loans that become subject to an Upgrade or Defaulted Timeshare Loans
previously sold to the Issuer and pledged to the Indenture Trustee pursuant to
the Indenture.

            NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto covenant and agree as follows:

            SECTION 1. Definitions; Interpretation. Capitalized terms used but
not defined herein shall have the meanings specified in "Standard Definitions"
attached hereto as Annex A.

            SECTION 2. Acquisition of Subsequent Timeshare Loans and
Contribution of Capital to the Depositor.

            (a) Timeshare Loans and Contribution of Capital. On each Transfer
Date during the Prefunding Period, the Seller hereby agrees to sell in part and
contribute in part to the Depositor, in return for the Timeshare Loan
Acquisition Price (to be paid (A) in cash equal to 91% of the Timeshare Loan
Acquisition Price of each of the Subsequent Timeshare Loans to be sold on such
date and (B) an increase in its equity ownership of the Depositor) hereby
transfers, assigns, sells and grants to the Depositor, without recourse (except
as provided in Section 6 and Section 8 hereof), any and all of the Seller's
right, title and interest in and to (i) any Subsequent Timeshare Loans listed on
the related Subsequent Transfer Notice, (ii) the Receivables in respect of such
Subsequent Timeshare Loans due after the related Cut-Off Date, (iii) the related
Timeshare Loan Documents (excluding any rights as developer or declarant under
the Timeshare Declaration, the Timeshare Program Consumer Documents or the
Timeshare Program Governing Documents), (iv) all Related Security in respect of
each such Subsequent Timeshare Loan and (v) all income, payments, proceeds and
other benefits and rights related to any of the foregoing (the property in
clauses (i)-(v), being the "ASSETS"). Upon such contribution, sale and transfer,
the ownership of each Subsequent Timeshare Loan and all collections allocable to
principal and interest thereon since the related Cut-Off Date and all other
property interests or rights conveyed pursuant to and referenced in this Section
2(a)(i) shall immediately vest in the Depositor, its successors and assigns. The
Seller shall not take any action inconsistent with such ownership nor claim any
ownership interest in any Subsequent Timeshare Loan for any purpose whatsoever
other than for federal and state income tax reporting, if applicable. The
parties to this Agreement hereby acknowledge that the "credit risk" of the
Subsequent Timeshare Loans conveyed hereunder shall be borne by the Depositor
and its subsequent assignees.

            (b) Delivery of Timeshare Loan Documents. In connection with the
contribution, sale, transfer, assignment and conveyance of the Subsequent
Timeshare Loans hereunder, the Seller hereby agrees to deliver or cause to be
delivered to the Custodian all related Timeshare Loan Files and to the Servicer
all related Timeshare Loan Servicing Files.



            (c) Collections. The Seller shall deposit or cause to be deposited
all collections in respect of Subsequent Timeshare Loans received by the Seller
or its Affiliates after the related Cut-Off Date in the Lockbox Account.

            (d) Limitation of Liability. Neither the Depositor nor any
subsequent assignee of the Depositor shall have any obligation or liability with
respect to any Subsequent Timeshare Loan nor shall the Depositor or any
subsequent assignee have any liability to any Obligor in respect of any
Subsequent Timeshare Loan. No such obligation or liability is intended to be
assumed by the Depositor or any subsequent assignee herewith and any such
liability is hereby expressly disclaimed.

            SECTION 3. Intended Characterization; Grant of Security Interest. It
is the intention of the parties hereto that each transfer of Subsequent
Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale,
in part, and a capital contribution, in part, by the Seller to the Depositor and
not a loan secured by such Subsequent Timeshare Loans. In the event, however,
that a court of competent jurisdiction were to hold that any such transfer
constitutes a loan and not a sale and contribution, it is the intention of the
parties hereto that the Seller shall be deemed to have granted to the Depositor
as of the date hereof a first priority perfected security interest in all of the
Seller's right, title and interest in, to and under the Assets specified in
Section 2 hereof and that with respect to such conveyance, this Agreement shall
constitute a security agreement under applicable law. In the event of the
characterization of any such transfer as a loan, the amount of interest payable
or paid with respect to such loan under the terms of this Agreement shall be
limited to an amount which shall not exceed the maximum non-usurious rate of
interest allowed by the applicable state law or any applicable law of the United
States permitting a higher maximum non-usurious rate that preempts such
applicable state law, which could lawfully be contracted for, charged or
received (the "HIGHEST LAWFUL RATE"). In the event any payment of interest on
any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that
(a) to the extent possible given the term of such loan, such excess amount
previously paid or to be paid with respect to such loan be applied to reduce the
principal balance of such loan, and the provisions thereof immediately be deemed
reformed and the amounts thereafter collectible thereunder reduced, without the
necessity of the execution of any new document, so as to comply with the then
applicable law, but so as to permit the recovery of the fullest amount otherwise
called for thereunder and (b) to the extent that the reduction of the principal
balance of, and the amounts collectible under, such loan and the reformation of
the provisions thereof described in the immediately preceding clause (a) is not
possible given the term of such loan, such excess amount will be deemed to have
been paid with respect to such loan as a result of an error and upon discovery
of such error or upon notice thereof by any party hereto such amount shall be
refunded by the recipient thereof.

      The characterization of the Seller as "debtor" and the Depositor as
"secured party" in any such financing statement required hereunder is solely for
protective purposes and shall in no way be construed as being contrary to the
intent of the parties that this transaction be treated as a sale and
contribution to the Depositor of the Seller's entire right, title and interest
in and to the Assets.



      Each of the Seller, Club Trust, Club Trustee and any of their Affiliates
hereby agrees to make the appropriate entries in its general accounting records
to indicate that the Subsequent Timeshare Loans have been transferred to the
Depositor and its subsequent assignees.

            SECTION 4. Conditions Precedent to Acquisition of Subsequent
Timeshare Loans by the Depositor. The obligations of the Depositor to purchase
any Subsequent Timeshare Loans hereunder shall be subject to the satisfaction of
the following conditions:

            (a) With respect to each Transfer Date for each Subsequent Timeshare
Loan or any Qualified Substitute Timeshare Loan replacing a Subsequent Timeshare
Loan, all representations and warranties of the Seller contained in Section 5(a)
hereof shall be true and correct on such date as if made on such date, and all
representations and warranties as to the Timeshare Loans contained in Section
5(b) hereof and all information provided in the Schedule of Timeshare Loans in
respect of each such Timeshare Loan conveyed on such Transfer Date shall be true
and correct on such Transfer Date.

            (b) On or prior to a Transfer Date, the Seller shall have delivered
or shall have caused the delivery of (i) the related Timeshare Loan Files to the
Custodian and the Custodian shall have delivered a receipt therefore pursuant to
the Custodial Agreement and (ii) the Timeshare Loan Servicing Files to the
Servicer.

            (c) The Seller shall have delivered or caused to be delivered all
other information theretofore required or reasonably requested by the Depositor
to be delivered by the Seller or performed or caused to be performed all other
obligations required to be performed as of the related Transfer Date, including
all filings, recordings and/or registrations as may be necessary in the
reasonable opinion of the Depositor, the Issuer or the Indenture Trustee to
establish and preserve the right, title and interest of the Depositor, the
Issuer or the Indenture Trustee, as the case may be, in the related Timeshare
Loans.

            (d) On the related Transfer Date, the Indenture shall be in full
force and effect.

            (e) The Depositor shall apply funds received from the Issuer
withdrawn from the Prefunding Account, to the extent necessary, to pay the
Seller the Timeshare Loan Acquisition Price for each Subsequent Timeshare Loan.
Each Subsequent Timeshare Loan conveyed on a Transfer Date shall be an Eligible
Timeshare Loan and each of the conditions herein and in the Indenture for the
purchase of Subsequent Timeshare Loans shall have been satisfied.

            (f) Each Qualified Substitute Timeshare Loan replacing a Subsequent
Timeshare Loan shall satisfy each of the criteria specified in the definition of
"Qualified Substitute Timeshare Loan" and each of the conditions herein and in
the Indenture for substitution of Timeshare Loans shall have been satisfied.

            (g) The Depositor shall have received such other certificates and
opinions as it shall reasonably request.

            SECTION 5. Representations and Warranties and Certain Covenants of
the Seller.



            (a) The Seller represents and warrants to the Depositor and the
Indenture Trustee for the benefit of the Noteholders, on the Closing Date and on
each Transfer Date (with respect to any Subsequent Timeshare Loans or Qualified
Substitute Timeshare Loans transferred on such Transfer Date) as follows:

                  (i) Due Incorporation; Valid Existence; Good Standing. It is a
      corporation duly organized and validly existing in good standing under the
      laws of the jurisdiction of its incorporation; and is duly qualified to do
      business as a foreign corporation and in good standing under the laws of
      each jurisdiction where the character of its property, the nature of its
      business or the performance of its obligations under this Agreement makes
      such qualification necessary, except where the failure to be so qualified
      will not have a material adverse effect on its business or its ability to
      perform its obligations under this Agreement or any other Transaction
      Document to which it is a party or under the transactions contemplated
      hereunder or thereunder or the validity or enforceability of any Timeshare
      Loans.

                  (ii) Possession of Licenses, Certificates, Franchises and
      Permits. It holds, and at all times during the term of this Agreement will
      hold, all material licenses, certificates, franchises and permits from all
      governmental authorities necessary for the conduct of its business, and
      has received no notice of proceedings relating to the revocation of any
      such license, certificate, franchise or permit, which singly or in the
      aggregate, if the subject of an unfavorable decision, ruling or finding,
      would materially and adversely affect its ability to perform its
      obligations under this Agreement or any other Transaction Document to
      which it is a party or under the transactions contemplated hereunder or
      thereunder or the validity or enforceability of any Timeshare Loans.

                  (iii) Corporate Authority and Power. It has, and at all times
      during the term of this Agreement will have, all requisite corporate power
      and authority to own its properties, to conduct its business, to execute
      and deliver this Agreement and all documents and transactions contemplated
      hereunder and to perform all of its obligations under this Agreement and
      any other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder. The Seller has all
      requisite corporate power and authority to acquire, own, transfer and
      convey Timeshare Loans to the Depositor.

                  (iv) Authorization, Execution and Delivery Valid and Binding.
      This Agreement and all other Transaction Documents and instruments
      required or contemplated hereby to be executed and delivered by the Seller
      have been duly authorized, executed and delivered by the Seller and,
      assuming the due execution and delivery by, the other party or parties
      hereto and thereto, constitute legal, valid and binding agreements
      enforceable against the Seller in accordance with their respective terms
      subject, as to enforceability, to bankruptcy, insolvency, reorganization,
      liquidation, dissolution, moratorium and other similar applicable laws
      affecting the enforceability of creditors' rights generally applicable in
      the event of the bankruptcy, insolvency, reorganization, liquidation or
      dissolution, as applicable, of the Seller and to general principles of
      equity, regardless of whether such enforceability shall be considered in a



      proceeding in equity or at law. This Agreement constitutes a valid
      transfer of the Seller's interest in the Subsequent Timeshare Loans to the
      Depositor or, in the event of the characterization of any such transfer as
      a loan, the valid creation of a first priority perfected security interest
      in such Timeshare Loans in favor of the Depositor.

                  (v) No Violation of Law, Rule, Regulation, etc. The execution,
      delivery and performance by the Seller of this Agreement and any other
      Transaction Document to which it is a party do not and will not (A)
      violate any of the provisions of its articles of incorporation or bylaws,
      (B) violate any provision of any law, governmental rule or regulation
      currently in effect applicable to it or its properties or by which the
      Seller or its properties may be bound or affected, including, without
      limitation, any bulk transfer laws, where such violation would have a
      material adverse effect on its ability to perform its obligations under
      this Agreement or any other Transaction Document to which it is a party or
      under the transactions contemplated hereunder or thereunder or the
      validity or enforceability of the Timeshare Loans, (C) violate any
      judgment, decree, writ, injunction, award, determination or order
      currently in effect applicable to it or its properties or by which the
      Seller or its properties are bound or affected, where such violation would
      have a material adverse effect on its ability to perform its obligations
      under this Agreement or any other Transaction Document to which it is a
      party or under the transactions contemplated hereunder or thereunder or
      the validity or enforceability of any Timeshare Loans, (D) conflict with,
      or result in a breach of, or constitute a default under, any of the
      provisions of any indenture, mortgage, deed of trust, contract or other
      instrument to which it is a party or by which it is bound where such
      violation would have a material adverse effect on its ability to perform
      its obligations under this Agreement or any other Transaction Document to
      which it is a party or under the transactions contemplated hereunder or
      thereunder or the validity or enforceability of Timeshare Loans or (E)
      result in the creation or imposition of any Lien upon any of its
      properties pursuant to the terms of any such indenture, mortgage, deed of
      trust, contract or other instrument.

                  (vi) Governmental Consent. No consent, approval, order or
      authorization of, and no filing with or notice to, any court or other
      Governmental Authority in respect of the Seller is required which has not
      been obtained in connection with the authorization, execution, delivery or
      performance by the Seller of this Agreement or any of the other
      Transaction Documents to which it is a party or under the transactions
      contemplated hereunder or thereunder, including, without limitation, the
      transfer of Timeshare Loans and the creation of the security interest of
      the Depositor therein pursuant to Section 3 hereof.

                  (vii) Defaults. It is not in default under any material
      agreement, contract, instrument or indenture to which it is a party or by
      which it or its properties is or are bound, or with respect to any order
      of any court, administrative agency, arbitrator or governmental body, in
      each case, which would have a material adverse effect on the transactions
      contemplated hereunder or on its business, operations, financial condition
      or assets, and no event has occurred which with notice or lapse of time or
      both would constitute such a default with respect to any such agreement,
      contract, instrument or



      indenture, or with respect to any such order of any court, administrative
      agency, arbitrator or governmental body.

                  (viii) Insolvency. It is solvent and will not be rendered
      insolvent by the transfer of any Timeshare Loans hereunder. On and after
      the Closing Date, it will not engage in any business or transaction the
      result of which would cause the property remaining with it to constitute
      an unreasonably small amount of capital.

                  (ix) Pending Litigation or Other Proceedings. Other than as
      described in the Offering Circular, there is no pending or, to the its
      Knowledge, threatened action, suit, proceeding or investigation before any
      court, administrative agency, arbitrator or governmental body against or
      affecting it which, if decided adversely, would materially and adversely
      affect (A) its condition (financial or otherwise), business or operations,
      (B) its ability to perform its obligations under, or the validity or
      enforceability of, this Agreement or any other documents or transactions
      contemplated under this Agreement, (C) any Timeshare Loan or title of any
      Obligor to any related Timeshare Property or (D) the Depositor's or any of
      its assigns' ability to foreclose or otherwise enforce the liens of the
      Mortgage Notes and the rights of the Obligors to use and occupy the
      related Timeshare Properties.

                  (x) Information. No document, certificate or report furnished
      or required to be furnished by or on behalf of the Seller pursuant to this
      Agreement, in its capacity as Seller, contains or will contain when
      furnished any untrue statement of a material fact or fails or will fail to
      state a material fact necessary in order to make the statements contained
      therein not misleading in light of the circumstances in which it was made.
      There are no facts known to the Seller which, individually or in the
      aggregate, materially adversely affect, or which (aside from general
      economic trends) may reasonably be expected to materially adversely affect
      in the future, the financial condition or assets or business of the
      Seller, or which may impair the ability of the Seller to perform its
      obligations under this Agreement, which have not been disclosed herein or
      therein or in the certificates and other documents furnished to the
      Depositor by or on behalf of the Seller specifically for use in connection
      with the transactions contemplated hereby or thereby.

                  (xi) Foreign Tax Liability. It is not aware of any Obligor
      under a Timeshare Loan who has withheld any portion of payments due under
      such Timeshare Loan because of the requirements of a foreign taxing
      authority, and no foreign taxing authority has contacted it concerning a
      withholding or other foreign tax liability.

                  (xii) Employee Benefit Plan Liability. As of the Closing Date
      and each Transfer Date, as applicable, (i) no "accumulated funding
      deficiency" (as such term is defined under ERISA and the Code), whether or
      not waived, exists with respect to any "employee pension benefit plan" (as
      such term is defined under ERISA) sponsored, maintained or contributed to
      by the Seller or any of its affiliates, and, to the Seller's knowledge, no
      event has occurred or circumstance exists that may result in an
      accumulated funding deficiency as of the last day of the current plan year
      of any such



      plan; (ii) the Seller and each of its affiliates has made all
      contributions required under each multiemployer plan (as such term is
      defined under ERISA) (a "Multiemployer Plan") to which the Seller or any
      of its affiliates contributes or in which the Seller or any of its
      affiliates participates (a "Seller Multiemployer Plan"); and (iii) neither
      the Seller nor any of its affiliates has withdrawn from any Multiemployer
      Plan with respect to which there is any outstanding liability and, to the
      Seller's knowledge, no event has occurred or circumstance exists that
      presents a risk of the occurrence of any withdrawal from, or the
      partition, termination, reorganization or insolvency of, any Seller
      Multiemployer Plan that could result in any liability to the Seller.

                  (xiii) Taxes. It has filed all tax returns (federal, state and
      local) which it reasonably believes are required to be filed and has paid
      or made adequate provision for the payment of all taxes, assessments and
      other governmental charges due from it or is contesting any such tax,
      assessment or other governmental charge in good faith through appropriate
      proceedings or except where the failure to file or pay will not have a
      material adverse effect on the rights and interests of the Depositor. It
      knows of no basis for any material additional tax assessment for any
      fiscal year for which adequate reserves have not been established. It
      intends to pay all such taxes, assessments and governmental charges when
      due.

                  (xiv) Place of Business. The principal place of business and
      chief executive office where the Seller keeps its records concerning
      Timeshare Loans will be 4960 Conference Way North, Suite 100, Boca Raton,
      Florida 33431 (or such other place specified by the Seller by written
      notice to the Depositor and the Indenture Trustee). The Seller is a
      corporation formed under the laws of the Commonwealth of Massachusetts.

                  (xv) Securities Laws. It is not an "investment company" or a
      company "controlled" by an "investment company" within the meaning of the
      Investment Company Act of 1940, as amended. No portion of the Timeshare
      Loan Acquisition Price for each of the Timeshare Loans will be used by it
      to acquire any security in any transaction which is subject to Section 13
      or Section 14 of the Securities Exchange Act of 1934, as amended.

                  (xvi) Bluegreen Vacation Club. With respect to the Club Loans:

                        (A) The Club Trust Agreement, of which a true and
            correct copy is attached hereto as Exhibit B is in full force and
            effect; and a certified copy of the Club Trust Agreement has been
            delivered to the Indenture Trustee together with all amendments and
            supplements in respect thereof;

                        (B) The arrangement of contractual rights and
            obligations (duly established in accordance with the Club Trust
            Agreement under the laws of the State of Florida) was established
            for the purpose of holding and preserving certain property for the
            benefit of the Beneficiaries referred to in the Club Trust
            Agreement. The Club Trustee has all necessary trust and other
            authorizations and powers required to carry out its obligations
            under the Club Trust Agreement in the



            State of Florida and in all other states in which it owns Resort
            Interests. The Club is not a corporation or business trust under the
            laws of the State of Florida. The Club is not taxable as an
            association, corporation or business trust under federal law or the
            laws of the State of Florida;

                        (C) The Club Trustee is a corporation duly formed,
            validly existing and in good standing under the laws of the State of
            Florida. The Club Trustee is authorized to transact business in no
            other state. The Club Trustee is not an affiliate of the Servicer
            for purposes of Chapter 721, Florida Statutes and is in compliance
            with the requirements of such Chapter 721 requiring that it be
            independent of the Servicer;

                        (D) The Club Trustee had all necessary corporate power
            to execute and deliver, and has all necessary corporate power to
            perform its obligations under this Agreement, the other Transaction
            Documents to which it is a party, the Club Trust Agreement and the
            Club Management Agreement. The Club Trustee possesses all requisite
            franchises, operating rights, licenses, permits, consents,
            authorizations, exemptions and orders as are necessary to discharge
            its obligations under the Club Trust Agreement;

                        (E) The Club Trustee holds all right, title and interest
            in and to all of the Timeshare Properties related to the Club Loans
            solely for the benefit of the Beneficiaries referred to in, and
            subject in each case to the provisions of, the Club Trust Agreement
            and the other documents and agreements related thereto. Except with
            respect to the Mortgages, the Club Trustee has permitted none of
            such related Timeshare Loans to be made subject to any lien or
            encumbrance during the time it has been a part of the trust estate
            under the Club Trust Agreement;

                        (F) There are no actions, suits, proceedings, orders or
            injunctions pending against the Club or the Club Trustee, at law or
            in equity, or before or by any governmental authority which, if
            adversely determined, could reasonably be expect to have a material
            adverse effect on the Trust Estate or the Club Trustee's ability to
            perform its obligations under the Transaction Documents;

                        (G) Neither the Club nor the Club Trustee has incurred
            any indebtedness for borrowed money (directly, by guarantee, or
            otherwise);

                        (H) All ad valorem taxes and other taxes and assessments
            against the Club and/or its trust estate have been paid when due and
            neither the Servicer nor the Club Trustee knows of any basis for any
            additional taxes or assessments against any such property. The Club
            has filed all required tax returns and has paid all taxes shown to
            be due and payable on such returns, including all taxes in respect
            of sales of Owner Beneficiary Rights (as defined in the Club Trust
            Agreement) and Vacation Points;



                        (I) The Club and the Club Trustee are in compliance in
            all material respects with all applicable laws, statutes, rules and
            governmental regulations applicable to it and in compliance with
            each material instrument, agreement or document to which it is a
            party or by which it is bound, including, without limitation, the
            Club Trust Agreement;

                        (J) Except as expressly permitted in the Club Trust
            Agreement, the Club Trustee has maintained the One-to-One
            Beneficiary to Accommodation Ratio (as such terms are defined in the
            Club Trust Agreement);

                        (K) Bluegreen Vacation Club, Inc. is a non-stock
            corporation duly formed, validly existing and in good standing under
            the laws of the State of Florida;

                        (L) Upon purchase of the Club Loans and related Trust
            Estate hereunder, the Depositor is an "Interest Holder Beneficiary"
            under the Club Trust Agreement and each of the Club Loans
            constitutes "Lien Debt", "Purchase Money Lien Debt" and "Owner
            Beneficiary Obligations" under the Club Trust Agreement; and

                        (M) Except as disclosed to the Indenture Trustee in
            writing, each Mortgage associated with a Club Loan and granted by
            the Club Trustee or the Obligor on the related Club Loan, as
            applicable, has been duly executed, delivered and recorded by or
            pursuant to the instructions of the Club Trustee under the Club
            Trust Agreement and such Mortgage is valid and binding and effective
            to create the lien and security interests in favor of the Indenture
            Trustee (upon assignment thereof to the Indenture Trustee). Each of
            such Mortgages was granted in connection with the financing of a
            sale of a Resort Interest.

            (b) The Seller hereby makes the representations and warranties
relating to the Subsequent Timeshare Loans contained in Schedule I hereto for
the benefit of the Depositor, the Issuer and the Indenture Trustee for the
benefit of the Noteholders as of each Transfer Date (with respect to each
Subsequent Timeshare Loan or Qualified Substitute Timeshare Loan transferred on
such Transfer Date), as applicable.

            (c) It is understood and agreed that the representations and
warranties set forth in this Section 5 shall survive the sale and contribution
of each Timeshare Loan to the Depositor and any assignment of such Timeshare
Loans by the Depositor and shall continue so long as any such Timeshare Loans
shall remain outstanding or until such time as such Timeshare Loans are
repurchased, purchased or a Qualified Substitute Timeshare Loan is provided
pursuant to Section 6 hereof. The Seller acknowledges that it has been advised
that the Depositor intends to assign all of its right, title and interest in and
to each Timeshare Loan and its rights and remedies under this Agreement to the
Issuer. The Seller agrees that, upon any such assignment, the Depositor and any
of its assignees may enforce directly, without joinder of the Depositor (but
subject to any defense that the Seller may have under this Agreement) all rights
and remedies hereunder.



            (d) With respect to any representations and warranties contained in
Section 5 which are made to the Seller's Knowledge, if it is discovered that any
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of a Timeshare Loan or the interests of the
Depositor or any subsequent assignee thereof, then notwithstanding such lack of
Knowledge of the accuracy of such representation and warranty at the time such
representation or warranty was made (without regard to any Knowledge
qualifiers), such inaccuracy shall be deemed a breach of such representation or
warranty for purposes of the repurchase or substitution obligations described in
Sections 6(a)(i) or (ii) below.

            SECTION 6. Repurchases and Substitutions.

            (a) Mandatory Repurchases and Substitutions for Breaches of
Representations and Warranties. Upon the receipt of notice by the Seller of a
breach of any of the representations and warranties in Section 5 hereof (on the
date on which such representation or warranty was made) which materially and
adversely affects the value of a Subsequent Timeshare Loan or the interests of
the Depositor or any subsequent assignee of the Depositor (including the Issuer
and the Indenture Trustee on behalf of the Noteholders) therein, the Seller
shall, within 60 days of receipt of such notice, cure in all material respects
the circumstance or condition which has caused such representation or warranty
to be incorrect or either (i) repurchase the Depositor's interest in such
Defective Timeshare Loan from the Depositor at the Repurchase Price or (ii)
provide one or more Qualified Substitute Timeshare Loans and pay the related
Substitution Shortfall Amounts, if any. (b) Optional Purchases or Substitutions
of Club Loans. The Depositor hereby irrevocably grants to the Seller any options
to repurchase or substitute Original Club Loans it has under the Sale Agreement,
the Transfer Agreement and as described in the following sentence. With respect
any Original Club Loans for which the Seller and the related Obligor have
elected to effect an Upgrade, the Seller will (at its option) either (i) pay the
Repurchase Price for such Original Club Loan or (ii) substitute one or more
Qualified Substitute Timeshare Loans for such Original Club Loan and pay the
related Substitution Shortfall Amounts, if any; provided, however, that the
Seller's option to substitute one or more Qualified Substitute Timeshare Loan
for an Original Club Loan is limited on any date to (x) 20% of Aggregate Closing
Date Collateral Balance less (y) the Loan Balances of all Original Club Loans
previously substituted by the Seller on the related substitution dates pursuant
to this Agreement, the Sale Agreement and/or the Transfer Agreement. The Seller
shall use best efforts to exercise its substitution option with respect to
Original Club Loans prior to exercise of its repurchase option. To the extent
that the Seller shall elect to substitute Qualified Substitute Timeshare Loans
for an Original Club Loan, the Seller shall use best efforts to cause each such
Qualified Substitute Timeshare Loan to be, in the following order of priority,
(i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade
Club Loan unrelated to such Original Club Loan.

            (c) Optional Purchases or Substitutions of Defaulted Timeshare
Loans. The depositor hereby irrevocably grants to the Seller any options to
repurchase or substitute Defaulted Club Loans it has under the Sale Agreement,
the Transfer Agreement and as described in the following sentence. With respect
to Defaulted Timeshare Loans on any date, the Seller will have the option, but
not the obligation, to either (i) purchase a related Defaulted Timeshare Loan



subject to the lien of the Indenture at the Repurchase Price for such related
Defaulted Timeshare Loan or (ii) substitute one or more Qualified Substitute
Timeshare Loans for such related Defaulted Timeshare Loan and pay the related
Substitution Shortfall Amounts, if any; provided, however, that the Seller's
option to purchase a related Defaulted Timeshare Loan or to substitute one or
more Qualified Substitute Timeshare Loans for a related Defaulted Timeshare Loan
is limited on any date to the Optional Purchase Limit and the Optional
Substitution Limit, respectively. The Seller may irrevocably waive its option to
purchase or substitute a related Defaulted Timeshare Loan by delivering to the
Indenture Trustee a Waiver Letter in the form of Exhibit A attached hereto.

            (d) Payment of Repurchase Prices and Substitution Shortfall Amounts.
The Seller hereby agrees to remit or cause to be remitted all amounts in respect
of Repurchase Prices and Substitution Shortfall Amounts payable during the
related Due Period in immediately available funds to the Indenture Trustee to be
deposited in the Collection Account on the related Transfer Date in accordance
with the provisions of the Indenture. In the event that more than one Subsequent
Timeshare Loan is replaced pursuant to Sections 6(a), (b) or (c) hereof on any
Transfer Date, the Substitution Shortfall Amounts and the Loan Balances of
Qualified Substitute Timeshare Loans shall be calculated on an aggregate basis
for all substitutions made on such Transfer Date.

            (e) Schedule of Timeshare Loans. The Seller hereby agrees, on each
date on which a Timeshare Loan has been repurchased, purchased or substituted,
to provide or cause to be provided to the Depositor, the Issuer and the
Indenture Trustee with a electronic supplement to Schedule III hereto and the
Schedule of Timeshare Loans reflecting the removal and/or substitution of
Subsequent Timeshare Loans and subjecting any Qualified Substitute Timeshare
Loans to the provisions of this Agreement.

            (f) Qualified Substitute Timeshare Loans. On the related Transfer
Date, the Seller hereby agrees to deliver or to cause the delivery of the
Timeshare Loan Files relating to the Qualified Substitute Timeshare Loans to the
Indenture Trustee or to the Custodian, at the direction of the Indenture
Trustee, in accordance with the provisions of the Indenture. As of such related
Transfer Date, the Seller does hereby transfer, assign, sell and grant to the
Depositor, without recourse (except as provided in Section 6 and Section 8
hereof), any and all of the Seller's right, title and interest in and to (i)
each Qualified Substitute Timeshare Loan conveyed to the Depositor on such
Transfer Date, (ii) the Receivables in respect of the Qualified Substitute
Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare
Loan Documents (excluding any rights as developer or declarant under the
Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare
Program Governing Documents), (iv) all Related Security in respect of such
Qualified Substitute Timeshare Loans and (v) all income, payments, proceeds and
other benefits and rights related to any of the foregoing. Upon such sale, the
ownership of each Qualified Substitute Timeshare Loan and all collections
allocable to principal and interest thereon since the related Cut-Off Date and
all other property interests or rights conveyed pursuant to and referenced in
this Section 6(f) shall immediately vest in the Depositor, its successors and
assigns. The Seller shall not take any action inconsistent with such ownership
nor claim any ownership interest in any Qualified Substitute Timeshare Loan for
any purpose whatsoever other than consolidated financial and federal and state
income tax reporting.



The Seller agrees that such Qualified Substitute Timeshare Loans shall be
subject to the provisions of this Agreement and shall thereafter be deemed a
"Subsequent Timeshare Loan" for the purposes of this Agreement.

            (g) Officer's Certificate for Qualified Substitute Timeshare Loans.
The Seller shall, on each related Transfer Date, certify or cause to be
certified in writing to the Depositor, the Issuer and the Indenture Trustee that
each new Timeshare Loan meets all the criteria of the definition of "Qualified
Substitute Timeshare Loan" and that (i) the Timeshare Loan Files for such
Qualified Substitute Timeshare Loans have been delivered to the Custodian, and
(ii) the Timeshare Loan Servicing Files for such Qualified Substitute Timeshare
Loans have been delivered to the Servicer.

            (h) Subsequent Transfer Notices. The Seller shall, on each related
Transfer Date, deliver a Subsequent Transfer Notice in the form attached as
Exhibit J to the Indenture, as specified by Section 4.3 of the Indenture.

            (i) Release. In connection with any repurchase, purchase or
substitution of one or more Subsequent Timeshare Loans contemplated by this
Section 6, upon satisfaction of the conditions contained in this Section 6, the
Depositor, the Issuer and the Indenture Trustee shall execute and deliver or
shall cause the execution and delivery of such releases and instruments of
transfer or assignment presented to it by the Seller, in each case without
recourse, as shall be necessary to vest in the Seller or its designee the legal
and beneficial ownership of such Subsequent Timeshare Loans. The Depositor, the
Issuer and the Indenture Trustee shall cause the Custodian to release the
related Timeshare Loan Files to the Seller or its designee and the Servicer to
release the related Timeshare Loan Servicing Files to the Seller or its
designee.

            (j) Sole Remedy. It is understood and agreed that the obligations of
the Seller contained in Section 6(a) to cure a material breach, or to repurchase
or substitute Defective Timeshare Loans and the obligation of the Seller to
indemnify pursuant to Section 8, shall constitute the sole remedies available to
the Depositor or its subsequent assignees for the breaches of any its
representation or warranty contained in Section 5 and such remedies are not
intended to and do not constitute "credit recourse" to the Seller.

            SECTION 7. Additional Covenants of the Seller. The Seller hereby
covenants and agrees with the Depositor as follows:

            (a) It shall comply with all applicable laws, rules, regulations and
orders applicable to it and its business and properties except where the failure
to comply will not have a material adverse effect on its business or its ability
to perform its obligations under this Agreement or any other Transaction
Document to which it is a party or under the transactions contemplated hereunder
or thereunder or the validity or enforceability of the Timeshare Loans.

            (b) It shall preserve and maintain its existence (corporate or
otherwise), rights, franchises and privileges in the jurisdiction of its
organization and except where the failure to so preserve and maintain will not
have a material adverse effect on its business or its ability to perform its
obligations under this Agreement or any other Transaction Document to which it
is a



party or under the transactions contemplated hereunder or thereunder or the
validity or enforceability of the Timeshare Loans.

            (c) On each Transfer Date, as applicable, it shall indicate in its
and its Affiliates' computer files and other records that each Subsequent
Timeshare Loan has been sold to the Depositor.

            (d) It shall respond to any inquiries with respect to ownership of a
Subsequent Timeshare Loan by stating that such Subsequent Timeshare Loan has
been sold to the Depositor and that the Depositor is the owner of such
Subsequent Timeshare Loan.

            (e) On or prior to the Closing Date, it shall file or cause to be
filed, at its own expense, financing statements in favor of the Depositor, and,
if applicable, the Issuer and the Indenture Trustee on behalf of the
Noteholders, with respect to the Subsequent Timeshare Loans, in the form and
manner reasonably requested by the Depositor or its assigns. The Seller shall
deliver file-stamped copies of such financing statements to the Depositor, the
Issuer and the Indenture Trustee on behalf of the Noteholders.

            (f) It agrees from time to time to, at its expense, promptly execute
and deliver all further instruments and documents, and to take all further
actions, that may be necessary, or that the Depositor, the Issuer or the
Indenture Trustee may reasonably request, to perfect, protect or more fully
evidence the sale and contribution of the Subsequent Timeshare Loans to the
Depositor, or to enable the Depositor to exercise and enforce its rights and
remedies hereunder or under any Subsequent Timeshare Loan including, but not
limited to, powers of attorney, UCC financing statements and assignments of
mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee
as attorneys-in-fact, which appointment is coupled with an interest and is
therefore irrevocable, to act on behalf and in the name of the Seller under this
Section 7(f).

            (g) Any change in the legal name of the Seller and any use by it of
any tradename, fictitious name, assumed name or "doing business as" name
occurring after the Closing Date shall be promptly disclosed to the Depositor
and the Indenture Trustee in writing.

            (h) Upon the discovery or receipt of notice by a Responsible Officer
of the Seller of a breach of any of its representations or warranties and
covenants contained herein, the Seller shall promptly disclose to the Depositor,
the Issuer and the Indenture Trustee, in reasonable detail, the nature of such
breach.

            (i) In the event that the Seller shall receive any payments in
respect of a Subsequent Timeshare Loan after the Closing Date or Transfer Date,
as applicable (including any insurance proceeds that are not payable to the
related Obligor), the Seller shall, within two (2) Business Days of receipt,
transfer or cause to be transferred, such payments to the Lockbox Account.

            (j) The Seller will keep its principal place of business and chief
executive office and the office where it keeps its records concerning the
Subsequent Timeshare Loans at the address of Bluegreen listed herein.



            (k) In the event that the Seller or the Depositor or any assignee of
the Depositor should receive actual notice of any transfer taxes arising out of
the transfer, assignment and conveyance of a Subsequent Timeshare Loan to the
Depositor, on written demand by the Depositor, or upon the Seller otherwise
being given notice thereof, the Seller shall pay, and otherwise indemnify and
hold the Depositor, or any subsequent assignee harmless, on an after-tax basis,
from and against any and all such transfer taxes.

            (l) The Seller authorizes the Depositor, the Issuer and the
Indenture Trustee to file continuation statements, and amendments thereto,
relating to the Subsequent Timeshare Loans and all payments made with regard to
the related Subsequent Timeshare Loans without the signature of the Seller where
permitted by law. A photocopy or other reproduction of this Agreement shall be
sufficient as a financing statement where permitted by law. The Depositor
confirms that it is not its present intention to file a photocopy or other
reproduction of this Agreement as a financing statement, but reserves the right
to do so if, in its good faith determination, there is at such time no
reasonable alternative remaining to it.

            SECTION 8. Indemnification.

            (a) The Seller agrees to indemnify the Depositor, the Issuer, the
Indenture Trustee, the Noteholders and the Initial Purchaser (collectively, the
"INDEMNIFIED PARTIES") against any and all claims, losses, liabilities,
(including reasonable legal fees and related costs) that the Depositor, the
Issuer, the Indenture Trustee, the Noteholders or the Initial Purchaser may
sustain directly related to any breach of the representations and warranties of
the Seller under Section 5 hereof (the "INDEMNIFIED AMOUNTS") excluding, however
(i) Indemnified Amounts to the extent resulting from the gross negligence or
willful misconduct on the part of such Indemnified Party; (ii) any recourse for
any uncollectible Subsequent Timeshare Loan not related to a breach of
representation or warranty; (iii) recourse to the Seller for a Defective
Timeshare Loan so long as the same is cured, substituted or repurchased pursuant
to Section 6 hereof, (iv) income, franchise or similar taxes by such Indemnified
Party arising out of or as a result of this Agreement or the transfer of the
Subsequent Timeshare Loans; (v) Indemnified Amounts attributable to any
violation by an Indemnified Party of any requirement of law related to an
Indemnified Party; or (vi) the operation or administration of the Indemnified
Party generally and not related to the enforcement of this Agreement. The Seller
shall (A) promptly notify the Depositor and the Indenture Trustee if a claim is
made by a third party with respect to this Agreement or the Subsequent Timeshare
Loans, and relating to (i) the failure by the Seller to perform its duties in
accordance with the terms of this Agreement or (ii) a breach of the Seller's
representations, covenants and warranties contained in this Agreement, (B)
assume (with the consent of the Depositor, the Issuer, the Indenture Trustee,
the Noteholders or the Initial Purchaser, as applicable, which consent shall not
be unreasonably withheld) the defense of any such claim and (C) pay all expenses
in connection therewith, including legal counsel fees and promptly pay,
discharge and satisfy any judgment, order or decree which may be entered against
it or the Depositor, the Issuer, the Indenture Trustee, the Noteholders or the
Initial Purchaser in respect of such claim. If the Seller shall have made any
indemnity payment pursuant to this Section 8 and the recipient thereafter
collects from another Person any amount relating to the matters covered by the
foregoing indemnity, the recipient shall promptly repay such amount to the
Seller.



            (b) The obligations of the Seller under this Section 8 to indemnify
the Depositor, the Issuer, the Indenture Trustee, the Noteholders and the
Initial Purchaser shall survive the termination of this Agreement and continue
until the Notes are paid in full or otherwise released or discharged.

            SECTION 9. No Proceedings. The Seller hereby agrees that it will
not, directly or indirectly, institute, or cause to be instituted, or join any
Person in instituting, against the Depositor or any Association, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy or similar law so long as
there shall not have elapsed one year plus one day since the latest maturing
Notes issued by the Issuer.

            SECTION 10. Notices, Etc. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing and
mailed or telecommunicated, or delivered as to each party hereto, at its address
set forth below or at such other address as shall be designated by such party in
a written notice to the other parties hereto. All such notices and
communications shall not be effective until received by the party to whom such
notice or communication is addressed.

      Seller

      Bluegreen Corporation
      4960 Conference Way North, Suite 100
      Boca Raton, Florida 33431
      Attention: Allan Herz, Senior Vice President
      Telecopier:  (561) 912-7915

      Depositor

      Bluegreen Receivables Finance Corporation VIII
      4950 Communication Avenue, Suite 400
      Boca Raton, Florida 33431
      Attention: Terry Jones, President
      Telecopier:  (561) 912-8121

            SECTION 11. No Waiver; Remedies. No failure on the part of the
Seller, the Depositor or any assignee thereof to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any other remedies provided by law.

            SECTION 12. Binding Effect; Assignability. This Agreement shall be
binding upon and inure to the benefit of the Depositor and their respective
successors and assigns. Any assignee of the Depositor shall be an express third
party beneficiary of this Agreement, entitled to directly enforce this
Agreement. The Seller may not assign any of its rights and obligations hereunder
or any interest herein without the prior written consent of the Depositor and
any



assignee thereof. The Depositor may, and intends to, assign all of its rights
hereunder to the Issuer and the Seller consents to any such assignment. This
Agreement shall create and constitute the continuing obligations of the parties
hereto in accordance with its terms, and shall remain in full force and effect
until its termination; provided, however, that the rights and remedies with
respect to any breach of any representation and warranty made by the Seller
pursuant to Section 5 and the repurchase or substitution and indemnification
obligations shall be continuing and shall survive any termination of this
Agreement but such rights and remedies may be enforced only by the Depositor,
the Issuer and the Indenture Trustee.

            SECTION 13. Amendments; Consents and Waivers. No modification,
amendment or waiver of, or with respect to, any provision of this Agreement, and
all other agreements, instruments and documents delivered thereto, nor consent
to any departure by the Seller from any of the terms or conditions thereof shall
be effective unless it shall be in writing and signed by each of the parties
hereto, the written consent of the Indenture Trustee on behalf of the
Noteholders is given and confirmation from the Rating Agencies that such action
will not result in a downgrade, withdrawal or qualification of any rating
assigned to a Class of Notes is received. The Seller shall provide the Indenture
Trustee and the Rating Agencies with such proposed modifications, amendments or
waivers. Any waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No consent to or demand by the Seller in
any case shall, in itself, entitle it to any other consent or further notice or
demand in similar or other circumstances. The Seller acknowledges that in
connection with the intended assignment by the Depositor of all of its right,
title and interest in and to each Timeshare Loan to the Issuer, the Issuer
intends to issue the Notes, the proceeds of which will be used by the Issuer to
purchase the Timeshare Loans from the Depositor under the terms of the Sale
Agreement.

            SECTION 14. Severability. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation, shall not in any
way be affected or impaired thereby in any other jurisdiction. Without limiting
the generality of the foregoing, in the event that a Governmental Authority
determines that the Depositor may not purchase or acquire Timeshare Loans, the
transactions evidenced hereby shall constitute a loan and not a purchase and
sale and contribution to capital, notwithstanding the otherwise applicable
intent of the parties hereto, and the Seller shall be deemed to have granted to
the Depositor as of the date hereof, a first priority perfected security
interest in all of the Seller's right, title and interest in, to and under such
Timeshare Loans and the related property as described in Section 2 hereof.

            SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION.

                  (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
      PRINCIPLES OF CONFLICTS OF LAW.

                  (B) THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE
      NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
      UNITED STATES DISTRICT COURT LOCATED IN THE



      BOROUGH OF MANHATTAN IN NEW YORK CITY AND EACH PARTY WAIVES PERSONAL
      SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE
      OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH ON
      THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE
      COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S.
      MAILS, POSTAGE PREPAID. THE PARTIES HERETO EACH WAIVES ANY OBJECTION BASED
      ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION
      INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
      EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS
      SECTION 15 SHALL AFFECT THE RIGHT OF THE parties to this agreement TO
      SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE
      RIGHT OF ANY OF THEM TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF
      ANY OTHER JURISDICTION.

            SECTION 16. Heading. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

            SECTION 17. Execution in Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and both of which when taken together
shall constitute one and the same agreement.



            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duty authorized, as of the date
first above written.

                                Very truly yours,

                                BLUEGREEN RECEIVABLES FINANCE
                                CORPORATION VIII, as Depositor

                                By: /S/ ALLAN J. HERZ
                                Printed Name: Allan J. Herz
                                Title:  Vice President and Assistant Secretary

                                BLUEGREEN CORPORATION, as Seller

                                By:  /S/ JOHN F. CHISTE
                                Printed Name: John F. Chiste
                                Title: Senior Vice President, Chief Financial
                                       Officer and Treasurer

Agreed and acknowledged as
to the last paragraph of Section 3
herein only:

BLUEGREEN VACATION CLUB TRUST

By: Vacation Trust, Inc., Individually and as Club Trustee

By: /S/ SHARI A. BASYE
Printed Name: Shari A. Basye
Title: Secretary/Treasurer

           [Signature Page to the Purchase and Contribution Agreement]



                                   SCHEDULE I

      Representations and Warranties of the Seller Regarding the Timeshare Loans

With respect to each Timeshare Loan, as of the related Transfer Date:

      (a)   except if such Timeshare Loan is listed on Schedule II(a) hereto,
            payments due under the Timeshare Loan are fully-amortizing and
            payable in level monthly installments;

      (b)   payment obligations under the Timeshare Loan bear a fixed rate of
            interest;

      (c)   the Obligor thereunder has made a down payment by cash, check or
            credit card of at least 10% percent of the actual purchase price
            (including closing costs) of the Timeshare Property (which cash down
            payment may, in the case of Upgraded Club Loans only, be represented
            by the principal payments on such Timeshare Loan since its date of
            origination) and no part of such payment has been made or loaned to
            Obligor by Bluegreen or an Affiliate thereof;

      (d)   as of the related Cut-Off Date, no principal or interest due with
            respect to the Timeshare Loan is sixty (60) days or more Delinquent;

      (e)   the Obligor is not an Affiliate of Bluegreen or any Subsidiary;
            provided, that solely for the purposes of this representation, a
            relative of an employee and employees of Bluegreen or any Subsidiary
            (or any of its Affiliates) shall not be deemed to be an "Affiliate";

      (f)   immediately prior to the conveyance of the Timeshare Loan to the
            Depositor, the Seller will own full legal and equitable title to
            such Timeshare Loan, and the Timeshare Loan (and the related
            Timeshare Property) is free and clear of adverse claims, liens and
            encumbrances and is not subject to claims of rescission, invalidity,
            unenforceability, illegality, defense, offset, abatement,
            diminution, recoupment, counterclaim or participation or ownership
            interest in favor of any other Person;

      (g)   the Timeshare Loan (other than an Aruba Loan) is secured directly by
            a first priority Mortgage on the related purchased Timeshare
            Property;

      (h)   with respect to each Club Loan, the Timeshare Property mortgaged by
            or at the direction of the related Obligor constitutes a fractional
            fee simple timeshare interest in real property at the related Resort
            that entitles the holder of the interest to the use of a specific
            property for a specified number of days each year or every other
            year; the related Mortgage has been delivered for filing and
            recordation with all appropriate governmental authorities in all
            jurisdictions in which such Mortgage is required to be filed and
            recorded to create a valid, binding and enforceable first Lien on
            the related Timeshare Property and such Mortgage



            creates a valid, binding and enforceable first Lien on the related
            Timeshare Property, subject only to Permitted Liens; and the Seller
            is in compliance with any Permitted Lien respecting the right to the
            use of such Timeshare Property; each of the Assignments of Mortgage
            and each related endorsement of the related Mortgage Note
            constitutes a duly executed, legal, valid, binding and enforceable
            assignment or endorsement, as the case may be, of such related
            Mortgage and related Mortgage Note, and all monies due or to become
            due thereunder, and all proceeds thereof;

      (i)   with respect to the Obligor and a particular Timeshare Property
            purchased by such Obligor, there is only one original Mortgage and
            Mortgage Note, in the case of a Club Loan, and, only one Finance
            Agreement, in the case of an Aruba Loan; all parties to the related
            Mortgage and the related Mortgage Note (and, in the case of an Aruba
            Loan, Finance Agreement) had legal capacity to enter into such
            Timeshare Loan Documents and to execute and deliver such related
            Timeshare Loan Documents, and such related Timeshare Loan Documents
            have been duly and properly executed by such parties; any amendments
            to such related Timeshare Loan Documents required as a result of any
            mergers involving the Seller or its predecessors, to maintain the
            rights of the Seller or its predecessors thereunder as a mortgagee
            (or a Seller, in the case of the Aruba Loan) have been completed;

      (j)   at the time the related Originator originated such Timeshare Loan to
            the related Obligor, such Originator had full power and authority to
            originate such Timeshare Loan and the Obligor had good and
            indefeasible fee title or good and marketable fee simple title, or,
            in the case of an Aruba Loan, a cooperative interest, as applicable,
            to the Timeshare Property related to such Timeshare Loan, free and
            clear of all Liens, except for Permitted Liens;

      (k)   the related Mortgage (or, in the case of an Aruba Loan, the related
            Finance Agreement) contains customary and enforceable provisions so
            as to render the rights and remedies of the holder thereof adequate
            for the realization against the related Timeshare Property of the
            benefits of the security interests or lender's contractual rights
            intended to be provided thereby, including (a) if the Mortgage is a
            deed of trust, by trustee's sale, including power of sale, (b)
            otherwise by judicial foreclosure or power of sale and/or (c)
            termination of the contract, forfeiture of Obligor deposits and
            payments towards the related Timeshare Loan and expulsion from the
            related Association; in the case of the Club Loans, there is no
            exemption available to the related Obligor which would interfere
            with the mortgagee's right to sell at a trustee's sale or power of
            sale or right to foreclose such related Mortgage, as applicable;

      (l)   the related Mortgage Note is not and has not been secured by any
            collateral except the Lien of the related Mortgage;

      (m)   if a Mortgage secures a Timeshare Loan, the title to the related
            Timeshare Property is insured (or a binding commitment for title
            insurance, not subject to



            any conditions other than standard conditions applicable to all
            binding commitments, has been issued) under a mortgagee title
            insurance policy issued by a title insurer qualified to do business
            in the jurisdiction where the related Timeshare Property is located
            in a form generally acceptable to prudent originators of similar
            mortgage loans, insuring the Seller or its predecessor and its
            successors and assigns, as to the first priority mortgage Lien of
            the related Mortgage in an amount equal to the outstanding Loan
            Balance of such Timeshare Loan, and otherwise in form and substance
            acceptable to the Indenture Trustee; the Seller or its assignees is
            a named insured of such mortgagee's title insurance policy; such
            mortgagee's title insurance policy is in full force and effect; no
            claims have been made under such mortgagee's title insurance policy
            and no prior holder of such Timeshare Loan has done or omitted to do
            anything which would impair the coverage of such mortgagee's title
            insurance policy; no premiums for such mortgagee's title insurance
            policy, endorsements and all special endorsements are past due;

      (n)   the Seller has not taken (or omitted to take), and has no notice
            that the related Obligor has taken (or omitted to take), any action
            that would impair or invalidate the coverage provided by any hazard,
            title or other insurance policy on the related Timeshare Property;

      (o)   all applicable intangible taxes and documentary stamp taxes were
            paid as to the related Timeshare Loan;

      (p)   the proceeds of the Timeshare Loan have been fully disbursed, there
            is no obligation to make future advances or to lend additional funds
            under the originator's commitment or the documents and instruments
            evidencing or securing the Timeshare Loan and no such advances or
            loans have been made since the origination of the Timeshare Loan;

      (q)   the terms of each Timeshare Loan Document has not been impaired,
            waived, altered or modified in any respect, except (x) by written
            instruments which are part of the related Timeshare Loan Documents
            or (y) in accordance with the Credit Policy or the Servicing
            Standard (provided that no Timeshare Loan has been impaired, waived,
            altered, or modified in any respect more than once). No other
            instrument has been executed or agreed to which would effect any
            such impairment, waiver, alteration or modification; the Obligor has
            not been released from liability on or with respect to the Timeshare
            Loan, in whole or in part; if required by law or prudent originators
            of similar loans in the jurisdiction where the related Timeshare
            Property is located, all waivers, alterations and modifications have
            been filed and/or recorded in all places necessary to perfect,
            maintain and continue a valid first priority Lien of the related
            Mortgage, subject only to Permitted Liens;

      (r)   other than if it is an Aruba Loan, the Timeshare Loan is principally
            and directly secured by an interest in real property;



      (s)   the Timeshare Loan was originated by one of the Seller's Affiliates
            in the normal course of its business; the Timeshare Loan originated
            by the Seller's Affiliates was underwritten in accordance with its
            underwriting guidelines; to the Seller's Knowledge, the origination,
            servicing and collection practices used by the Seller's Affiliates
            with respect to the Timeshare Loan have been in all respects, legal,
            proper, prudent and customary;

      (t)   the related Timeshare Loan is assignable to and by the obligee and
            its successors and assigns and the related Timeshare Property is
            assignable upon liquidation of the related Timeshare Loan, without
            the consent of any other Person (including any Association,
            condominium association, homeowners' or timeshare association);

      (u)   the related Mortgage is and will be prior to any Lien on, or other
            interests relating to, the related Timeshare Property;

      (v)   to the Seller's Knowledge, there are no delinquent or unpaid taxes,
            ground rents (if any), water charges, sewer rents or assessments
            outstanding with respect to any of the Timeshare Properties, nor any
            other outstanding Liens or charges affecting the Timeshare
            Properties that would result in the imposition of a Lien on the
            Timeshare Property affecting the Lien of the related Mortgage or
            otherwise materially affecting the interests of the Indenture
            Trustee on behalf of the Noteholders in the related Timeshare Loan;

      (w)   other than with respect to delinquent payments of principal or
            interest 60 (sixty) or fewer days past due as of the Cut-Off Date,
            there is no default, breach, violation or event of acceleration
            existing under the Mortgage, the related Mortgage Note or any other
            document or instrument evidencing, guaranteeing, insuring or
            otherwise securing the related Timeshare Loan, and no event which,
            with the lapse of time or with notice and the expiration of any
            grace or cure period, would constitute a material default, breach,
            violation or event of acceleration thereunder; and the Seller has
            not waived any such material default, breach, violation or event of
            acceleration under the Finance Agreement, Mortgage, the Mortgage
            Note or any such other document or instrument, as applicable;

      (x)   neither the Obligor nor any other Person has the right, by statute,
            contract or otherwise, to seek the partition of the Timeshare
            Property;

      (y)   the Timeshare Loan has not been satisfied, canceled, rescinded or
            subordinated, in whole or in part; no portion of the Timeshare
            Property has been released from the Lien of the related Mortgage, in
            whole or in part; no instrument has been executed that would effect
            any such satisfaction, cancellation, rescission, subordination or
            release; the terms of the related Mortgage do not provide for a
            release of any portion of the Timeshare Property from the Lien of
            the related Mortgage except upon the payment of the Timeshare Loan
            in full;



      (z)   the Seller and any of its Affiliates and, to the Seller's Knowledge,
            each other party which has had an interest in the Timeshare Loan is
            (or, during the period in which such party held and disposed of such
            interest, was) in compliance with any and all applicable filing,
            licensing and "doing business" requirements of the laws of the state
            wherein the Timeshare Property is located to the extent necessary to
            permit the Seller to maintain or defend actions or proceedings with
            respect to the Timeshare Loan in all appropriate forums in such
            state without any further act on the part of any such party;

      (aa)  there is no current obligation on the part of any other person
            (including any buy down arrangement) to make payments on behalf of
            the Obligor in respect of the Timeshare Loan;

      (bb)  the related Association was duly organized and are validly existing;
            a manager (the "MANAGER") manages such Resort and performs services
            for the Associations, pursuant to an agreement between the Manager
            and the respective Associations, such contract being in full force
            and effect; to the Seller's Knowledge the Manager and the
            Associations have performed in all material respects all obligations
            under such agreement and are not in default under such agreement;

      (cc)  in the case of Bluegreen Owned Resorts (other than La Cabana Resort
            and Casa Del Mar Resort) and to the Seller's Knowledge with respect
            to the Non-Bluegreen Owned Resorts and La Cabana Resort and Casa Del
            Mar Resort, (i) the related Resort is insured in the event of fire,
            earthquake, or other casualty for the full replacement value
            thereof, and in the event that the Timeshare Property should suffer
            any loss covered by casualty or other insurance, upon receipt of any
            insurance proceeds, the Associations at the Resorts are required,
            during the time such Timeshare Property is covered by such
            insurance, under the applicable governing instruments either to
            repair or rebuild the portions of the Timeshare Project in which the
            Timeshare Property is located or to pay such proceeds to the holders
            of any related Mortgage secured by a timeshare estate in the
            portions of the Timeshare Project in which the Timeshare Property is
            located; (ii) the related Resort, if located in a designated flood
            plain, maintains flood insurance in an amount not less than the
            maximum level available under the National Flood Insurance Act of
            1968, as amended or any applicable laws; (iii) the related Resort
            has business interruption insurance and general liability insurance
            in such amounts generally acceptable in the industry; and (iv) the
            related Resort's insurance policies are in full force and effect
            with a generally acceptable insurance carrier;

      (dd)  the related Mortgage gives the obligee and its successors and
            assigns the right to receive and direct the application of insurance
            and condemnation proceeds received in respect of the related
            Timeshare Property, except where the related condominium
            declarations, timeshare declarations or applicable state law provide




            that insurance and condemnation proceeds be applied to restoration
            of the improvements;

      (ee)  each rescission period applicable to the related Timeshare Loan has
            expired;

      (ff)  no selection procedures were intentionally utilized by the Seller in
            selecting the Timeshare Loan which the Seller knew were materially
            adverse to the Depositor, the Indenture Trustee or the Noteholders;

      (gg)  the Units related to the Timeshare Loan in the related Resort have
            been completed in all material respects as required by applicable
            state and local laws, free of all defects that could give rise to
            any claims by the related Obligors under home warranties or
            applicable laws or regulations, whether or not such claims would
            create valid offset rights under the law of the State in which the
            Resort is located; to the extent required by applicable law, valid
            certificates of occupancy for such Units have been issued and are
            currently outstanding; the Seller or any of its Affiliates have
            complied in all material respects with all obligations and duties
            incumbent upon the developers under the related timeshare
            declaration (each a "DECLARATION"), as applicable, or similar
            applicable documents for the related Resort; no practice, procedure
            or policy employed by the related Association in the conduct of its
            business violates any law, regulation, judgment or agreement,
            including, without limitation, those relating to zoning, building,
            use and occupancy, fire, health, sanitation, air pollution,
            ecological, environmental and toxic wastes, applicable to such
            Association which, if enforced, would reasonably be expected to (a)
            have a material adverse impact on such Association or the ability of
            such Association to do business, (b) have a material adverse impact
            on the financial condition of such Association, or (c) constitute
            grounds for the revocation of any license, charter, permit or
            registration which is material to the conduct of the business of
            such Association; the related Resort and the present use thereof
            does not violate any applicable environmental, zoning or building
            laws, ordinances, rules or regulations of any governmental
            authority, or any covenants or restrictions of record, so as to
            materially adversely affect the value or use of such Resort or the
            performance by the related Association of its obligations pursuant
            to and as contemplated by the terms and provisions of the related
            Declaration; there is no condition presently existing, and to the
            Seller's Knowledge, no event has occurred or failed to occur prior
            to the date hereof, concerning the related Resort relating to any
            hazardous or toxic materials or condition, asbestos or other
            environmental or similar matters which would reasonably be expected
            to materially and adversely affect the present use of such Resort or
            the financial condition or business operations of the related
            Association, or the value of the Notes;

      (hh)  except if such Timeshare Loan is listed on Schedule II(hh) hereto,
            the original Loan Balance of such Timeshare Loan does not exceed
            $25,000;



      (ii)  payments with respect to the Timeshare Loan are to be in legal
            tender of the United States;

      (jj)  all monthly payments made on the Timeshare Loan have been made by
            the Obligor and not by the Seller or any Affiliate of the Seller on
            the Obligor's behalf;

      (kk)  the Timeshare Loan relates to a Resort;

      (ll)  the Timeshare Loan constitutes either "chattel paper", a "general
            intangible" or an "instrument" as defined in the UCC as in effect in
            all applicable jurisdictions;

      (mm)  the sale, transfer and assignment of the Timeshare Loan and the
            Related Security 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 Timeshare
            Loan and Related Security does not require the consent of the
            Obligor;

      (nn)  each of the Timeshare Loan, the Related Security, related Assignment
            of Mortgage, related Mortgage, related Mortgage Note, related
            Finance Agreement and each other related Timeshare Loan Document 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, and is not
            subject to any dispute, offset, counterclaim or defense whatsoever;

      (oo)  the Timeshare Loan relates to a Completed Unit and the Related
            Security do not, and the origination of each Timeshare Loan did 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 has been or is in violation of any such law, rule or
            regulation in any material respect if such violation would impair
            the collectibility of such Timeshare Loan and the Related Security;
            no Timeshare Loan was originated in, or is subject to the laws of,
            any jurisdiction under which the sale, transfer, conveyance or
            assignment of such Timeshare Loan would be unlawful, void or
            voidable;

      (pp)  to the Seller's Knowledge, (i) no bankruptcy is currently existing
            with respect to the Obligor, (ii) the Obligor is not insolvent and
            (iii) the Obligor is not an Affiliate of the Seller;

      (qq)  except if such Timeshare Loan is listed on Schedule II(qq) hereto,
            the Timeshare Loan shall not have a Timeshare Loan Rate less than 6%
            per annum;



      (rr)  except if such Timeshare Loan is listed on Schedule II(rr) hereto,
            the Obligor has made at least two (2) month's aggregate required
            payments with respect to the Timeshare Loan (not including any down
            payment);

      (ss)  if a Resort (other than the La Cabana Beach Resort & Racquet Club in
            Aruba) 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 Timeshare
            Properties relating to a Timeshare Loan which have been sold
            pursuant to this Agreement;

      (tt)  the Timeshare Properties and the related Resorts are free of
            material damage and waste and are in good repair and fully
            operational; there is no proceeding pending or threatened for the
            total or partial condemnation of or affecting any Timeshare Property
            or taking of the Timeshare Property by eminent domain; the Timeshare
            Properties and the Resorts in which the Timeshare Properties are
            located are lawfully used and occupied under applicable law by the
            owner thereof;

      (uu)  the portions of the Resorts in which the Timeshare Properties are
            located which represent the common facilities are free of material
            damage and waste and are in good repair and condition, ordinary wear
            and tear excepted;

      (vv)  no foreclosure or similar proceedings have been instituted and are
            continuing with respect to any Timeshare Loan or the related
            Timeshare Property;

      (ww)  with respect to the Aruba Loans only, Bluegreen shall own, directly
            or indirectly, 100% of the economic and voting interests of the
            Aruba Originator.;

      (xx)  the Timeshare Loan does not have an original term to maturity in
            excess of 120 months;

      (yy)  to the Seller's Knowledge, the capital reserves and maintenance fee
            levels of the Associations related to the Resorts are adequate in
            light of the operating requirements of such Associations;

      (zz)  except as required by law, the Timeshare Loan may not be assumed
            without the consent of the obligee;

      (aaa) for each Club Loan, the Obligor under the Timeshare Loan has not had
            its rights under the Club Trust Agreement suspended;

      (bbb) the payments under the Timeshare Loan are not subject to withholding
            taxes imposed by any foreign governments;

      (ccc) each entry with respect to the Timeshare Loan as set forth on
            Schedule II and Schedule III hereof is true and correct. Each entry
            with respect to a Qualified



            Substitute Timeshare Loan as set forth on Schedule II and Schedule
            III hereof, as revised, is true and correct;

      (ddd) If the Timeshare Loan relates to a Timeshare Property located in
            Aruba, a notice has been mailed or will be mailed within 30 days of
            the related Transfer Date, as applicable, to the related Obligor
            indicating that such Timeshare Loan has been transferred to the
            Depositor and will ultimately be transferred to the Issuer and
            pledged to the Indenture Trustee for the benefit of the Noteholders;
            and

      (eee) No broker is, or will be, entitled to any commission or compensation
            in connection with the transfer of the Timeshare Loans hereunder.

      (fff) if the related Obligor is paying its scheduled payments by
            pre-authorized debit or charge, such Obligor has executed an ACH
            Form substantially in the form attached hereto as Exhibit C.

      (ggg) the Timeshare Loan, when aggregated with all Timeshare Loans sold to
            the Depositor pursuant to this Agreement, satisfies the criteria for
            Subsequent Timeshare Loans specified in Section 4.3 of the
            Indenture.

      (hhh) if the Timeshare Loan is an Aruba Loan, such Timeshare Loan was
            originated prior to January 26, 2004.

EX-10.130

                                                                  EXHIBIT 10.130

                       BXG RECEIVABLES NOTE TRUST 2004-B,
                                    as Issuer

                             BLUEGREEN CORPORATION,
                                   as Servicer

                              VACATION TRUST, INC.,
                                 as Club Trustee

                         CONCORD SERVICING CORPORATION,
                               as Backup Servicer

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                              as Indenture Trustee

                                 --------------

                                    INDENTURE

                            Dated as of June 15, 2004

                                 --------------



                                TABLE OF CONTENTS



                                                                                                                       Page
                                                                                                                       ----
                                                                                                                    
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................................................      3
    SECTION 1.1.       General Definitions.........................................................................      3
    SECTION 1.2.       Compliance Certificates and Opinions........................................................      3
    SECTION 1.3.       Form of Documents Delivered to Indenture Trustee............................................      3
    SECTION 1.4.       Acts of Noteholders, etc....................................................................      4
    SECTION 1.5.       Notice to Noteholders; Waiver...............................................................      5
    SECTION 1.6.       Effect of Headings and Table of Contents....................................................      6
    SECTION 1.7.       Successors and Assigns......................................................................      6
    SECTION 1.8.       GOVERNING LAW...............................................................................      6
    SECTION 1.9.       Legal Holidays..............................................................................      6
    SECTION 1.10.      Execution in Counterparts...................................................................      7
    SECTION 1.11.      Inspection..................................................................................      7
    SECTION 1.12.      Survival of Representations and Warranties..................................................      7
ARTICLE II. THE NOTES .............................................................................................      7
    SECTION 2.1.       General Provisions..........................................................................      7
    SECTION 2.2.       Global Notes................................................................................      8
    SECTION 2.3.       Definitive Notes............................................................................      9
    SECTION 2.4.       Registration, Transfer and Exchange of Notes................................................      9
    SECTION 2.5.       Mutilated, Destroyed, Lost and Stolen Notes.................................................     11
    SECTION 2.6.       Payment of Interest and Principal; Rights Preserved.........................................     12
    SECTION 2.7.       Persons Deemed Owners.......................................................................     12


                                       i



                                                                                                                     
    SECTION 2.8.       Cancellation................................................................................     13
    SECTION 2.9.       Noteholder Lists............................................................................     13
    SECTION 2.10.      Treasury Notes..............................................................................     13
    SECTION 2.11.      Notice to Depository........................................................................     13
    SECTION 2.12.      Confidentiality.............................................................................     13
ARTICLE III. ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS; REPORTS...............................................     14
    SECTION 3.1.       Trust Accounts; Investments by Indenture Trustee............................................     14
    SECTION 3.2.       Establishment and Administration of the Trust Accounts......................................     16
    SECTION 3.3.       Reserved....................................................................................     19
    SECTION 3.4.       Distributions...............................................................................     19
    SECTION 3.5.       Reports to Noteholders......................................................................     21
    SECTION 3.6.       Note Balance Write-Down Amounts.............................................................     22
    SECTION 3.7.       Withholding Taxes...........................................................................     22
ARTICLE IV. THE TRUST ESTATE ......................................................................................     22
    SECTION 4.1.       Acceptance by Indenture Trustee.............................................................     22
    SECTION 4.2.       Subsequent Timeshare Loans..................................................................     23
    SECTION 4.3.       Criteria for Subsequent Timeshare Loans.....................................................     24
    SECTION 4.4.       Grant of Security Interest; Tax Treatment...................................................     25
    SECTION 4.5.       Further Action Evidencing Assignments.......................................................     25
    SECTION 4.6.       Substitution and Repurchase of Timeshare Loans..............................................     26
    SECTION 4.7.       Release of Lien.............................................................................     28
    SECTION 4.8.       Appointment of Custodian and Paying Agent...................................................     29



                                       ii


                                                                                                                     
    SECTION 4.9.       Sale of Timeshare Loans.....................................................................     29
ARTICLE V. SERVICING OF TIMESHARE LOANS............................................................................     29
    SECTION 5.1.       Appointment of Servicer and Backup Servicer; Servicing Standard.............................     29
    SECTION 5.2.       Payments on the Timeshare Loans.............................................................     29
    SECTION 5.3.       Duties and Responsibilities of the Servicer.................................................     30
    SECTION 5.4.       Servicer Events of Default..................................................................     34
    SECTION 5.5.       Accountings; Statements and Reports.........................................................     37
    SECTION 5.6.       Records.....................................................................................     39
    SECTION 5.7.       Fidelity Bond and Errors and Omissions Insurance............................................     39
    SECTION 5.8.       Merger or Consolidation of the Servicer.....................................................     40
    SECTION 5.9.       Sub-Servicing...............................................................................     40
    SECTION 5.10.      Servicer Resignation........................................................................     41
    SECTION 5.11.      Fees and Expenses...........................................................................     41
    SECTION 5.12.      Access to Certain Documentation.............................................................     41
    SECTION 5.13.      No Offset...................................................................................     42
    SECTION 5.14.      Account Statements..........................................................................     42
    SECTION 5.15.      Indemnification; Third Party Claim..........................................................     42
    SECTION 5.16.      Backup Servicer.............................................................................     42
    SECTION 5.17.      Aruba Notices...............................................................................     44
    SECTION 5.18.      Recordation.................................................................................     44
ARTICLE VI. EVENTS OF DEFAULT; REMEDIES............................................................................     44
    SECTION 6.1.       Events of Default...........................................................................     44
    SECTION 6.2.       Acceleration of Maturity; Rescission and Annulment..........................................     46



                                      iii


                                                                                                                     
    SECTION 6.3.       Remedies....................................................................................     47
    SECTION 6.4.       Indenture Trustee May File Proofs of Claim..................................................     48
    SECTION 6.5.       Indenture Trustee May Enforce Claims Without Possession of Notes............................     49
    SECTION 6.6.       Application of Money Collected..............................................................     49
    SECTION 6.7.       Limitation on Suits.........................................................................     52
    SECTION 6.8.       Unconditional Right of Noteholders to Receive Principal and Interest........................     53
    SECTION 6.9.       Restoration of Rights and Remedies..........................................................     53
    SECTION 6.10.      Rights and Remedies Cumulative..............................................................     53
    SECTION 6.11.      Delay or Omission Not Waiver................................................................     54
    SECTION 6.12.      Control by Noteholders......................................................................     54
    SECTION 6.13.      Waiver of Events of Default.................................................................     54
    SECTION 6.14.      Undertaking for Costs.......................................................................     55
    SECTION 6.15.      Waiver of Stay or Extension Laws............................................................     55
    SECTION 6.16.      Sale of Trust Estate........................................................................     55
    SECTION 6.17.      Action on Notes.............................................................................     56
    SECTION 6.18.      Performance and Enforcement of Certain Obligations..........................................     56
ARTICLE VII. THE INDENTURE TRUSTEE.................................................................................     57
    SECTION 7.1.       Certain Duties..............................................................................     57
    SECTION 7.2.       Notice of Events of Default.................................................................     58
    SECTION 7.3.       Certain Matters Affecting the Indenture Trustee.............................................     59
    SECTION 7.4.       Indenture Trustee Not Liable for Notes or Timeshare Loans...................................     60
    SECTION 7.5.       Indenture Trustee May Own Notes.............................................................     60
    SECTION 7.6.       Indenture Trustee's Fees and Expenses.......................................................     60



                                       iv


                                                                                                                     
    SECTION 7.7.       Eligibility Requirements for Indenture Trustee..............................................     60
    SECTION 7.8.       Resignation or Removal of Indenture Trustee.................................................     61
    SECTION 7.9.       Successor Indenture Trustee.................................................................     62
    SECTION 7.10.      Merger or Consolidation of Indenture Trustee................................................     63
    SECTION 7.11.      Appointment of Co-Indenture Trustee or Separate Indenture Trustee...........................     63
    SECTION 7.12.      Paying Agent and Note Registrar Rights......................................................     65
    SECTION 7.13.      Authorization...............................................................................     65
    SECTION 7.14.      Maintenance of Office or Agency.............................................................     65
ARTICLE VIII. COVENANTS OF THE ISSUER..............................................................................     66
    SECTION 8.1.       Payment of Principal and Interest...........................................................     66
    SECTION 8.2.       Reserved....................................................................................     66
    SECTION 8.3.       Money for Payments to Noteholders to Be Held in Trust.......................................     66
    SECTION 8.4.       Existence; Merger; Consolidation, etc.......................................................     67
    SECTION 8.5.       Protection of Trust Estate; Further Assurances..............................................     68
    SECTION 8.6.       Additional Covenants........................................................................     70
    SECTION 8.7.       Taxes.......................................................................................     71
    SECTION 8.8.       Restricted Payments.........................................................................     72
    SECTION 8.9.       Treatment of Notes as Debt for Tax Purposes.................................................     72
    SECTION 8.10.      Further Instruments and Acts................................................................     72
ARTICLE IX. SUPPLEMENTAL INDENTURES................................................................................     72
    SECTION 9.1.       Supplemental Indentures.....................................................................     72
    SECTION 9.2.       Supplemental Indentures with Consent of Noteholders.........................................     73
    SECTION 9.3.       Execution of Supplemental Indentures........................................................     74



                                       v


                                                                                                                     
    SECTION 9.4.       Effect of Supplemental Indentures...........................................................     74
    SECTION 9.5.       Reference in Notes to Supplemental Indentures...............................................     75
ARTICLE X. REDEMPTION OF NOTES ....................................................................................     75
    SECTION 10.1.      Optional Redemption; Election to Redeem.....................................................     75
    SECTION 10.2.      Notice to Indenture Trustee.................................................................     75
    SECTION 10.3.      Notice of Redemption by the Servicer........................................................     75
    SECTION 10.4.      Deposit of Redemption Price.................................................................     75
    SECTION 10.5.      Notes Payable on Redemption Date............................................................     76
ARTICLE XI. SATISFACTION AND DISCHARGE.............................................................................     76
    SECTION 11.1.      Satisfaction and Discharge of Indenture.....................................................     76
    SECTION 11.2.      Application of Trust Money; Repayment of Money Held by Paying Agent.........................     77
    SECTION 11.3.      Trust Termination Date......................................................................     77
ARTICLE XII. REPRESENTATIONS AND WARRANTIES AND COVENANTS..........................................................     78
    SECTION 12.1.      Representations and Warranties of the Issuer................................................     78
    SECTION 12.2.      Representations and Warranties of the Servicer..............................................     79
    SECTION 12.3.      Representations and Warranties of the Indenture Trustee.....................................     82
    SECTION 12.4.      Multiple Roles..............................................................................     83
    SECTION 12.5.      [Reserved]. ................................................................................     83
    SECTION 12.6.      Covenants of the Club Trustee...............................................................     83
    SECTION 12.7.      Representations and Warranties of the Backup Servicer.......................................     86



                                       vi



                                                                                                                     
ARTICLE XIII. MISCELLANEOUS .......................................................................................     89
    SECTION 13.1.      Officer's Certificate and Opinion of Counsel as to Conditions Precedent.....................     89
    SECTION 13.2.      Statements Required in Certificate or Opinion...............................................     89
    SECTION 13.3.      Notices.....................................................................................     89
    SECTION 13.4.      No Proceedings..............................................................................     92
    SECTION 13.5.      Limitation of Liability of Owner Trustee....................................................     92



Exhibit A      Form of Notes

Exhibit B      Form of Investor Representation Letter

Exhibit C      Reserved

Exhibit D      Form of Monthly Servicer Report

Exhibit E      Servicing Officer's Certificate

Exhibit F      Form of Investor Certification

Exhibit G      Form of ROAP Waiver Letter

Exhibit H      Form of Aruba Notice

Exhibit I      Resort Ratings

Exhibit J      Form of Subsequent Transfer Notice

Annex A        Standard Definitions

Schedule I     Schedule of Timeshare Loans

                                      vii


                                    INDENTURE

            This INDENTURE, dated as of June 15, 2004 (the "INDENTURE"), is
among BXG RECEIVABLES NOTE TRUST 2004-B, a statutory trust formed under the laws
of the State of Delaware, as issuer (the "ISSUER"), BLUEGREEN CORPORATION
("BLUEGREEN"), a Massachusetts corporation, in its capacity as servicer (the
"SERVICER"), VACATION TRUST, INC., a Florida corporation, as trustee under the
Club Trust Agreement (the "CLUB TRUSTEE"). CONCORD SERVICING CORPORATION, an
Arizona corporation, as backup servicer (the "BACKUP SERVICER") and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the
"INDENTURE TRUSTEE"), paying agent (the "PAYING AGENT") and as custodian (the
"CUSTODIAN").

                             RECITALS OF THE ISSUER

            WHEREAS, the Issuer has duly authorized the execution and delivery
of this Indenture to provide for the issuance of its $72,300,000 4.445%
Timeshare Loan-Backed Notes, Series 2004-B, Class A (the "CLASS A NOTES"),
$24,100,000 4.695% Timeshare Loan-Backed Notes, Series 2004-B, Class B (the
"CLASS B NOTES"), $10,300,000 5.190% Timeshare Loan-Backed Notes, Series 2004-B,
Class C (the "CLASS C NOTES"), $43,000,000 6.680% Timeshare Loan-Backed Notes,
Series 2004-B, Class D, (the "CLASS D NOTES") and $6,900,000 7.180% Timeshare
Loan-Backed Notes, Series 2004-B, Class E (the "CLASS E NOTES" and together with
the Class A Notes, Class B Notes, Class C and Class D Notes, the "NOTES");

            WHEREAS, all things necessary to make the Notes, when executed by
the Issuer and authenticated and delivered by the Indenture Trustee hereunder,
the valid recourse obligations of the Issuer, and to make this Indenture a valid
agreement of the Issuer, in accordance with its terms, have been done.

            WHEREAS, the Servicer has agreed to service and administer the
Timeshare Loans securing the Notes and the Backup Servicer has agreed to, among
other things, service and administer the Timeshare Loans if the Servicer shall
no longer be the Servicer hereunder;

            WHEREAS, the Club Trustee is a limited purpose entity which, on
behalf of Beneficiaries of the Club, holds title to the Timeshare Properties
related to the Club Loans.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in consideration of the premises and the purchase of the
Notes by the holders thereof, it is mutually covenanted and agreed, for the
benefit of the Noteholders, as follows:

                                 GRANTING CLAUSE

            To secure the payment of the principal of and interest on the Notes
in accordance with their terms, the payment of all of the sums payable under
this Indenture and the performance of the covenants contained in this Indenture,
the Issuer hereby Grants to the Indenture Trustee, for the benefit of the
Noteholders, all of the Issuer's right, title and interest in

                                       1


and to the following whether now owned or hereafter acquired and any and all
benefits accruing to the Issuer from, (i) the Initial Timeshare Loans specified
on Schedule I hereto, (ii) any Subsequent Timeshare Loans, (iii) any Qualified
Substitute Timeshare Loans, (iv) the Receivables in respect of each Timeshare
Loan due on and after the related Cut-Off Date, (v) the related Timeshare Loan
Documents (excluding any rights as developer or declarant under the Timeshare
Declaration, the Timeshare Program Consumer Documents or the Timeshare Program
Governing Documents), (vi) all Related Security in respect of each Timeshare
Loan, (vii) all rights and remedies under the Transfer Agreements, the Purchase
Agreement, the Sale Agreement, the Lockbox Agreement, the Backup Servicing
Agreement, the Administration Agreement and the Custodial Agreement, (viii) all
amounts in or to be deposited to the Lockbox Account, the Collection Account,
the General Reserve Account, the Prefunding Account and the Capitalized Interest
Account, and (ix) proceeds of the foregoing (including, without limitation, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds, condemnation
awards, rights to payment of any and every kind, and other forms of obligations
and receivables which at any time constitute all or part or are included in the
proceeds of any of the foregoing) (collectively, the "TRUST ESTATE").
Notwithstanding the foregoing, the Trust Estate shall not include (i) any
Timeshare Loan released from the lien of this Indenture in accordance with the
terms hereof and any Related Security, Timeshare Loan Documents, income or
proceeds related to such released Timeshare Loan, (ii) any amount distributed
pursuant to Section 3.4 or Section 6.6 hereof or (iii) any Misdirected Deposits.

            Such Grant is made in trust to secure (i) the payment of all amounts
due on the Notes in accordance with their terms, equally and ratably except as
otherwise may be provided in this Indenture, without prejudice, priority, or
distinction between any Note of the same Class and any other Note of the same
Class by reason of differences in time of issuance or otherwise, and (ii) the
payment of all other sums payable under the Notes and this Indenture.

            The Indenture Trustee acknowledges such Grant, accepts the trusts
hereunder in accordance with the provisions hereof, and agrees to perform the
duties herein required to the best of its ability and to the end that the
interests of the Noteholders may be adequately and effectively protected as
hereinafter provided.

            The Custodian shall hold the Timeshare Loan Documents in trust, for
the use and benefit of the Issuer and all present and future Noteholders, and
shall retain possession thereof. The Custodian further agrees and acknowledges
that each other item making up the Trust Estate that is physically delivered to
the Custodian will be held by the Custodian in the State of Minnesota or in any
other location acceptable to the Indenture Trustee and the Servicer.

            The Indenture Trustee further acknowledges that in the event the
conveyance of the Timeshare Loans by the Depositor to the Issuer pursuant to the
Sale Agreement is determined to constitute a loan and not a sale as it is
intended by all the parties hereto, the Custodian will be holding each of the
Timeshare Loans as bailee of the Issuer; provided, however, that with respect

                                       2


to the Timeshare Loans, the Custodian should not act at the direction of the
Issuer without the written consent of the Indenture Trustee.

                                   ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

      SECTION 1.1. General Definitions.

            In addition to the terms defined elsewhere in this Indenture,
capitalized terms shall have the meanings given them in the "Standard
Definitions" attached hereto as Annex A.

      SECTION 1.2. Compliance Certificates and Opinions.

            Upon any written application or request (or oral application with
prompt written or telecopied confirmation) by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture, other than any
request that (a) the Indenture Trustee authenticate the Notes specified in such
request, (b) the Indenture Trustee invest moneys in any of the Trust Accounts
pursuant to the written directions specified in such request or (c) the
Indenture Trustee pay moneys due and payable to the Issuer hereunder to the
Issuer's assignee specified in such request, the Indenture Trustee shall require
the Issuer to furnish to the Indenture Trustee an Officer's Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and that the request otherwise is
in accordance with the terms of this Indenture, and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that, in the case of any such requested
action as to which other evidence of satisfaction of the conditions precedent
thereto is specifically required by any provision of this Indenture, no
additional certificate or opinion need be furnished.

      SECTION 1.3. Form of Documents Delivered to Indenture Trustee.

            In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

            Any certificate or opinion of an officer of the Issuer delivered to
the Indenture Trustee may be based, insofar as it relates to legal matters, upon
an Opinion of Counsel, unless such officer knows that the opinion with respect
to the matters upon which his/her certificate or opinion is based are erroneous.
Any such officer's certificate or opinion and any Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Issuer as to such
factual matters unless such

                                       3


officer or counsel knows that the certificate or opinion or representations with
respect to such matters is erroneous. Any Opinion of Counsel may be based on the
written opinion of other counsel, in which event such Opinion of Counsel shall
be accompanied by a copy of such other counsel's opinion and shall include a
statement to the effect that such other counsel believes that such counsel and
the Indenture Trustee may reasonably rely upon the opinion of such other
counsel.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

            Wherever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of compliance with any term hereof, it is intended that the truth
and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts
and opinions stated in such document shall in such case be conditions precedent
to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Section 7.1(b) hereof.

            Whenever in this Indenture it is provided that the absence of the
occurrence and continuation of a Default, Event of Default or Servicer Event of
Default is a condition precedent to the taking of any action by the Indenture
Trustee at the request or direction of the Issuer, then, notwithstanding that
the satisfaction of such condition is a condition precedent to the Issuer's
right to make such request or direction, the Indenture Trustee shall be
protected in acting in accordance with such request or direction if it does not
have knowledge of the occurrence and continuation of such event. For all
purposes of this Indenture, the Indenture Trustee shall not be deemed to have
knowledge of any Default, Event of Default or Servicer Event of Default nor
shall the Indenture Trustee have any duty to monitor or investigate to determine
whether a default has occurred (other than an Event of Default of the kind
described in Section 6.1(a) hereof) or Servicer Event of Default has occurred
unless a Responsible Officer of the Indenture Trustee shall have actual
knowledge thereof or shall have been notified in writing thereof by the Issuer,
the Servicer or any secured party.

      SECTION 1.4. Acts of Noteholders, etc.

            (a)   Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee and, where it is hereby expressly required,
to the Issuer. Such

                                       4


instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Noteholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 7.1 hereof) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section 1.4.

            (b)   The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Indenture Trustee deems sufficient.

            (c)   Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the holder of any Note shall bind every future
holder of the same Note and the holder of every Note issued upon the
registration of transfer thereof or in exchange therefore or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.

            (d)   By accepting the Notes issued pursuant to this Indenture, each
Noteholder irrevocably appoints the Indenture Trustee hereunder as the special
attorney-in-fact for such Noteholder vested with full power on behalf of such
Noteholder to effect and enforce the rights of such Noteholder for the benefit
of such Noteholder; provided that nothing contained in this Section 1.4(d) shall
be deemed to confer upon the Indenture Trustee any duty or power to vote on
behalf of the Noteholders with respect to any matter on which the Noteholders
have a right to vote pursuant to the terms of this Indenture.

      SECTION 1.5. Notice to Noteholders; Waiver.

            (a)   Where this Indenture provides for notice to Noteholders of any
event, or the mailing of any report to Noteholders, such notice or report shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, via first class mail, or sent by private courier or confirmed
telecopy to each Noteholder affected by such event or to whom such report is
required to be mailed, at its address as it appears in the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice or the mailing of such report. In any case where a
notice or report to Noteholders is mailed, neither the failure to mail such
notice or report, nor any defect in any notice or report so mailed, to any
particular Noteholder shall affect the sufficiency of such notice or report with
respect to other Noteholders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event,

                                       5


and such waiver shall be the equivalent of such notice. Waivers of notice by
Noteholders shall be filed with the Indenture Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.

            (b)   In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to mail or send notice to
Noteholders, in accordance with Section 1.5(a) hereof, of any event or any
report to Noteholders when such notice or report is required to be delivered
pursuant to any provision of this Indenture, then such notification or delivery
as shall be made with the approval of the Indenture Trustee shall constitute a
sufficient notification for every purpose hereunder.

      SECTION 1.6. Effect of Headings and Table of Contents.

            The Article and Section headings herein and in the Table of Contents
are for convenience only and shall not affect the construction hereof.

      SECTION 1.7. Successors and Assigns.

            All covenants and agreements in this Indenture by each of the
parties hereto shall bind its respective successors and permitted assigns,
whether so expressed or not.

      SECTION 1.8. GOVERNING LAW.

            THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. UNLESS MADE
APPLICABLE IN A SUPPLEMENT HERETO, THIS INDENTURE IS NOT SUBJECT TO THE TRUST
INDENTURE ACT OF 1939 AND SHALL NOT BE GOVERNED THEREBY AND CONSTRUED IN
ACCORDANCE THEREWITH.

      SECTION 1.9. Legal Holidays.

            In any case where any Payment Date or the Stated Maturity or any
other date on which principal of or interest on any Note is proposed to be paid
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Notes) such payment need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if
made on such Payment Date, Stated Maturity or other date on which principal of
or interest on any Note is proposed to be paid; provided that, no penalty
interest shall accrue for the period from and after such Payment Date, Stated
Maturity, or any other date on which principal of or interest on any Note is
proposed to be paid, as the case may be, until such next succeeding Business
Day.

                                       6


      SECTION 1.10. Execution in Counterparts.

            This Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

      SECTION 1.11. Inspection.

            The Issuer agrees that, on ten Business Days' prior notice (or, one
Business Day's prior notice after the occurrence and during the occurrence of an
Event of Default or a Servicer Event of Default), it will permit the
representatives of the Indenture Trustee or any Noteholder, during the Issuer's
normal business hours, to examine all of the books of account, records, reports
and other papers of the Issuer, to make copies thereof and extracts therefrom,
and to discuss its affairs, finances and accounts with its designated officers,
employees and independent accountants in the presence of such designated
officers and employees (and by this provision the Issuer hereby authorizes its
independent accountants to discuss with such representatives such affairs,
finances and accounts), all at such reasonable times and as often as may be
reasonably requested for the purpose of reviewing or evaluating the financial
condition or affairs of the Issuer or the performance of and compliance with the
covenants and undertakings of the Issuer and the Servicer in this Indenture or
any of the other documents referred to herein or therein. Any reasonable expense
incident to the exercise by the Indenture Trustee at any time or any Noteholder
during the continuance of any Default or Event of Default, of any right under
this Section 1.11 shall be borne by the Issuer. Nothing contained herein shall
be construed as a duty of the Indenture Trustee to perform such inspection.

      SECTION 1.12. Survival of Representations and Warranties.

            The representations, warranties and certifications of the Issuer
made in this Indenture or in any certificate or other writing delivered by the
Issuer pursuant hereto shall survive the authentication and delivery of the
Notes hereunder.

                                  ARTICLE II.

                                   THE NOTES

      SECTION 2.1. General Provisions.

            (a)   Form of Notes. The Notes shall be designated as the "BXG
Receivables Note Trust 2004-B, Timeshare Loan-Backed Notes, Series 2004-B". The
Notes, together with their certificates of authentication, shall be in
substantially the form set forth in Exhibit A attached hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or are permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon, as may consistently herewith, be determined by the officer executing
such Notes, as evidenced by such officer's execution of such Notes.

                                       7


            (b)   Denominations. The Outstanding Note Balance of the Class A
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E
Notes which may be authenticated and delivered under this Indenture is limited
to $72,300,000, $24,100,000, $10,300,000, $43,000,000 and $6,900,000,
respectively. The Notes shall be issuable only as registered Notes, without
interest coupons, in the denominations of at least $50,000 and in integral
multiples of $1,000; provided, however, that the foregoing shall not restrict or
prevent the transfer in accordance with Section 2.4 hereof of any Note with a
remaining Outstanding Note Balance of less than $50,000.

            (c)   Execution, Authentication, Delivery and Dating. The Notes
shall be manually executed by an Authorized Officer of the Owner Trustee on
behalf of the Issuer. Any Note bearing the signature of an individual who was at
the time of execution thereof an Authorized Officer of the Owner Trustee on
behalf of the Issuer shall bind the Issuer, notwithstanding that such individual
ceases to hold such office prior to the authentication and delivery of such Note
or did not hold such office at the date of such Note. No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Note a certificate of authentication substantially
in the form set forth in Exhibit A hereto, executed by the Indenture Trustee by
manual signature, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder. Each Note shall be dated the date of its authentication.
The Notes may from time to time be executed by the Issuer and delivered to the
Indenture Trustee for authentication together with an Issuer Order to the
Indenture Trustee directing the authentication and delivery of such Notes and
thereupon the same shall be authenticated and delivered by the Indenture Trustee
in accordance with such Issuer Order.

      SECTION 2.2. Global Notes.

            Each of the Notes, upon original issuance, shall be issued in the
form of one or more book-entry global certificates (the "GLOBAL NOTES" and each,
a "GLOBAL NOTE") to be deposited with the Indenture Trustee as custodian for The
Depository Trust Company, the initial Depository, by or on behalf of the Issuer.
All Global Notes shall be initially registered on the Note Register in the name
of Cede & Co., the nominee of DTC and no Note Owner will receive a definitive
note (a "DEFINITIVE NOTE") representing such Note Owner's interest in the
related Class of Notes, except as provided in Section 2.3 hereof. Unless and
until Definitive Notes have been issued in respect of a Class of Notes pursuant
to Section 2.3:

            (a)   the provisions of this Section 2.2 shall be in full force and
effect with respect to such Class of Notes;

            (b)   the Issuer, the Servicer and the Indenture Trustee may deal
with the Depository and the Depository Participants for all purposes with
respect to such Notes (including the making of distributions on such Notes) as
the authorized representatives of the respective Note Owners;

                                       8


            (c)   to the extent that the provisions of this Section 2.2 conflict
with any other provisions of this Indenture, the provisions of this Section 2.2
shall control; and

            (d)   the rights of the respective Note Owners of a Class of Notes
shall be exercised only through the Depository and the Depository Participants
and shall be limited to those established by law and agreements between the
respective Note Owners and the Depository and/or the Depository Participants.
Pursuant to the Depository Agreement, unless and until Definitive Notes are
issued in respect of the Notes pursuant to Section 2.3 hereof, the Depository
will make book-entry transfers among the Depository Participants and receive and
transmit distributions of principal of, and interest on, the Notes to the
Depository Participants.

      SECTION 2.3. Definitive Notes.

            If (a) the Depository advises the Indenture Trustee in writing that
the Depository is no longer willing, qualified or able to properly discharge its
responsibilities as Depository with respect to the Global Notes and the Issuer
is unable to locate a qualified successor, or (b) after the occurrence of an
Event of Default, Note Owners evidencing not less than 66-2/3% of the Adjusted
Note Balance of such Class of Notes, advise the Indenture Trustee and the
Depository through the Depository Participants in writing that the continuation
of a book-entry system with respect to such Class of Notes, respectively,
through the Depository is no longer in the best interest of such Note Owners,
the Indenture Trustee shall use its best efforts to notify all affected Note
Owners through the Depository of the occurrence of any such event and of the
availability of Definitive Notes to such Note Owners. None of the Issuer, the
Indenture Trustee or the Servicer shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Notes, the
Issuer, the Indenture Trustee, the Note Registrar and the Servicer shall
recognize holders of Definitive Notes as Noteholders hereunder. Upon the
issuance of Definitive Notes, all references herein to obligations imposed upon
or to be performed by the Depository shall be deemed to be imposed upon and
performed by the Indenture Trustee, to the extent applicable with respect to
such Definitive Notes.

      SECTION 2.4. Registration, Transfer and Exchange of Notes.

            (a)   The Issuer shall cause to be kept at the Corporate Trust
Office a register (the "NOTE REGISTER") for the registration, transfer and
exchange of Notes. The Indenture Trustee is hereby appointed "Note Registrar"
for purposes of registering Notes and transfers of Notes as herein provided. The
names and addresses of all Noteholders and the names and addresses of the
transferees of any Notes shall be registered in the Note Register; provided,
however, in no event shall the Note Registrar be required to maintain in the
Note Register the names of the individual participants holding Notes through the
Depository. The Person in whose name any Note is so registered shall be deemed
and treated as the sole owner and Noteholder thereof for all purposes of this
Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the
Servicer and any agent of any of them shall not be affected by any notice or
knowledge to the contrary. A Definitive Note is transferable or exchangeable
only upon the

                                       9


surrender of such Note to the Note Registrar at the Corporate Trust Office
together with an assignment and transfer (executed by the Holder or his duly
authorized attorney), subject to the applicable requirements of this Section
2.4. Upon request of the Indenture Trustee, the Note Registrar shall provide the
Indenture Trustee with the names and addresses Noteholders.

            (b)   Upon surrender for registration of transfer of any Definitive
Note, subject to the applicable requirements of this Section 2.4, the Issuer
shall execute and the Indenture Trustee shall duly authenticate in the name of
the designated transferee or transferees, one or more new Notes in denominations
of a like aggregate denomination as the Definitive Note being surrendered. Each
Note surrendered for registration of transfer shall be canceled and subsequently
destroyed by the Note Registrar. Each new Note issued pursuant to this Section
2.4 shall be registered in the name of any Person as the transferring Holder may
request, subject to the applicable provisions of this Section 2.4. All Notes
issued upon any registration of transfer or exchange of Notes shall be entitled
to the same benefits under this Indenture as the Notes surrendered upon such
registration of transfer or exchange.

            (c)   The issuance of the Notes will not be registered or qualified
under the Securities Act or the securities laws of any state. No resale or
transfer of any Note may be made unless such resale or transfer is made in
accordance with this Indenture and only if (i) in the United States to a person
whom the transferor reasonably believes is a "qualified institutional buyer" (as
defined in Rule 144A) that is purchasing for its own account or for the account
of a qualified institutional buyer in a transaction meeting the requirements of
Rule 144A as certified by the transferee (other than the Initial Purchaser and
their respective initial transferees) in a letter in the form of Exhibit B
hereto, (ii) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 (if available) or (iii) pursuant to an effective
registration statement under the Securities Act, in each of cases (i) through
(iii) in accordance with any applicable securities laws of any state of the
United States. Each transferee and each subsequent transferee will be required
to notify any subsequent purchaser of such Notes from it of the resale
restrictions described herein. None of the Issuer, the Servicer or the Indenture
Trustee is obligated to register or qualify the Notes under the Securities Act
or any other securities law or to take any action not otherwise required under
this Indenture to permit the transfer of any Note without registration.

            (d)   No resale or other transfer of any Note may be made to any
transferee unless (i) such transferee is not, and will not acquire such Note on
behalf or with the assets of, any Benefit Plan or (ii) no "prohibited
transaction" under ERISA or section 4975 of the Code or Similar Law that is not
subject to a statutory, regulatory or administrative exemption will occur in
connection with purchaser's or such transferee's acquisition or holding of such
Note. In addition, the Notes may not be purchased by or transferred to any
Benefit Plan or person acting on behalf of or with assets of any Benefit Plan,
unless it represents that it is not sponsored (within the meaning of Section
3(16)(B) of ERISA) by the Issuer, the Depositor, the Originators, the Servicer,
the Indenture Trustee, the Owner Trustee, the Administrator, the Paying Agent,
the Custodian, the Backup Servicer, the Lockbox Bank or the Initial Purchaser,
or by any affiliate of any such person. In addition to the applicable provisions
of this Section 2.4 and the rules of the

                                       10


Depository, the exchange, transfer and registration of transfer of Global Notes
shall only be made in accordance with Section 2.4(c) and this Section 2.4(d).

            (e)   No fee or service charge shall be imposed by the Note
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 2.4. The Note Registrar may require payment
by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer.

            (f)   None of the Issuer, the Indenture Trustee, the Servicer or the
Note Registrar is obligated to register or qualify the Notes under the
Securities Act or any other securities law or to take any action not otherwise
required under this Indenture to permit the transfer of such Notes without
registration or qualification. Any such Noteholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture
Trustee, the Servicer and the Note Registrar against any loss, liability or
expense that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            (g)   The Servicer agrees to cause the Issuer, and the Issuer agrees
to provide, such information as required under Rule 144A under the Securities
Act so as to allow resales of Notes to "qualified institutional buyers" (as
defined therein) in accordance herewith.

            (h)   The Notes represent the sole obligation of the Issuer payable
from the Trust Estate and do not represent the obligations of the Originators,
the Servicer, the Depositor, the Backup Servicer, the Owner Trustee, the
Indenture Trustee, Administrator or the Custodian.

      SECTION 2.5. Mutilated, Destroyed, Lost and Stolen Notes.

            (a)   If any mutilated Note is surrendered to the Indenture Trustee,
the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver in exchange therefore a replacement Note of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

            (b)   If there shall be delivered to the Issuer and the Indenture
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Note and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless then, in the absence of
actual notice to the Issuer or the Indenture Trustee that such Note has been
acquired by a bona fide purchaser, the Issuer shall execute and upon its request
the Indenture Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Note, a replacement Note of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

            (c)   In case the final installment of principal on any such
mutilated, destroyed, lost or stolen Note has become or will at the next Payment
Date become due and payable, the Issuer, in its discretion, may, instead of
issuing a replacement Note, pay such Note.

                                       11


            (d)   Upon the issuance of any replacement Note under this Section
2.5, the Issuer or the Indenture Trustee may require the payment by the
Noteholder of a sum sufficient to cover any Tax or other governmental charge
that may be imposed as a result of the issuance of such replacement Note.

            (e)   Every replacement Note issued pursuant to this Section 2.5 in
lieu of any destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder.

            (f)   The provisions of this Section 2.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

      SECTION 2.6. Payment of Interest and Principal; Rights Preserved.

            (a)   Any installment of interest or principal, payable on any Note
that is punctually paid or duly provided for by or on behalf of the Issuer on
the applicable Payment Date shall be paid to the Person in whose name such Note
was registered at the close of business on the Record Date for such Payment Date
by check mailed to the address specified in the Note Register, or if a Holder
has provided wire transfer instructions to the Indenture Trustee at least 5
Business Days prior to the applicable Payment Date, upon the request of a
Holder, by wire transfer of federal funds to the account and number specified in
the Note Register, in each case on such Record Date for such Person (which shall
be, as to each original purchaser of the Notes, the account and number specified
by such purchaser to the Indenture Trustee in writing, or, if no such account or
number is so specified, then by check mailed to such Person's address as it
appears in the Note Register on such Record Date).

            (b)   All reductions in the principal amount of a Note effected by
payments of principal made on any Payment Date shall be binding upon all Holders
of such Note and of any Note issued upon the registration of transfer thereof or
in exchange therefore or in lieu thereof, whether or not such payment is noted
on such Note. All payments on the Notes shall be paid without any requirement of
presentment, but each Holder of any Note shall be deemed to agree, by its
acceptance of the same, to surrender such Note at the Corporate Trust Office
within thirty (30) days after receipt of the final principal payment of such
Note.

      SECTION 2.7. Persons Deemed Owners.

            Prior to due presentment of a Note for registration of transfer, the
Issuer, the Indenture Trustee, and any agent of the Issuer or the Indenture
Trustee may treat the registered Noteholder as the owner of such Note for the
purpose of receiving payment of principal of and interest on such Note and for
all other purposes whatsoever, whether or not such Note be overdue, and neither
the Issuer, the Indenture Trustee, nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.

                                       12


      SECTION 2.8. Cancellation.

            All Notes surrendered for registration of transfer or exchange or
following final payment shall, if surrendered to any Person other than the
Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly
canceled by it. The Issuer may at any time deliver to the Indenture Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Issuer may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section 2.8, except as expressly permitted by this Indenture. All canceled
Notes held by the Indenture Trustee may be disposed of in the normal course of
its business or as directed by an Issuer Order.

      SECTION 2.9. Noteholder Lists.

            The Indenture Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Noteholders. In the event the Indenture Trustee no longer
serves as the Note Registrar, the Issuer (or any other obligor upon the Notes)
shall furnish to the Indenture Trustee at least 5 Business Days before each
Payment Date (and in all events in intervals of not more than 6 months) and at
such other times as the Indenture Trustee may request in writing a list in such
form and as of such date as the Indenture Trustee may reasonably require of the
names and addresses of the Noteholders.

      SECTION 2.10. Treasury Notes.

            In determining whether the Noteholders of the required Outstanding
Note Balance of the Notes have concurred in any direction, waiver or consent,
Notes held or redeemed by the Issuer or any other obligor in respect of the
Notes or held by an Affiliate of the Issuer or such other obligor shall be
considered as though not Outstanding, except that for the purposes of
determining whether the Indenture Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes which a Responsible Officer of the
Indenture Trustee knows are so owned shall be so disregarded.

      SECTION 2.11. Notice to Depository.

            Whenever notice or other communication to the Holders of Global
Notes is required under this Indenture, unless and until Definitive Notes have
been issued to the related Note Owners pursuant to Section 2.3 hereof, the
Indenture Trustee shall give all such notices and communications specified
herein to be given to such Note Owners to the Depository.

      SECTION 2.12. Confidentiality.

            Each Noteholder, by acceptance of a Note, agrees and covenants that
it shall hold in confidence all Confidential Information; provided, however,
that any Noteholder may deliver or disclose Confidential Information to (i) its
directors, officers, trustees, managers, employees, agents, attorneys and
affiliates (to the extent such disclosure reasonably relates to the investment

                                       13


represented by the Notes), (ii) its financial advisors and other professional
advisors who agree to hold confidential such information substantially in
accordance with the terms of this Section 2.12, (iii) any other Noteholder, (iv)
any institutional investor to which such Noteholder sells or offers to sell such
Note or any part thereof or any participation therein (if such Person has agreed
in writing prior to its receipt of such confidential information to be bound by
the provisions of this Section 2.12), (v) any federal or state regulatory
authority having jurisdiction over such Noteholder, (vi) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agencies that requires access to information about
such Noteholder's investment portfolio, (vii) the Rating Agencies or (viii) any
other Person to which such delivery or disclosure may be necessary or
appropriate (w) to effect compliance with any law, rule, regulation or order
applicable to such Noteholder, (x) in response to any subpoena or other legal
process, (y) in connection with any litigation to which such Noteholder is a
party or (z) if an Event of Default has occurred and is continuing, to the
extent such Noteholder may reasonably determine such delivery and disclosure to
be necessary or appropriate in the enforcement or for the protection of the
rights and remedies under the Notes and the Transaction Documents.

                                  ARTICLE III.

                            ACCOUNTS; COLLECTION AND
                         APPLICATION OF MONEYS; REPORTS

      SECTION 3.1. Trust Accounts; Investments by Indenture Trustee.

            (a)   On or before the Closing Date, the Indenture Trustee shall
establish in the name of the Indenture Trustee for the benefit of the
Noteholders as provided in this Indenture, the Trust Accounts, which accounts
(other than the Lockbox Account) shall be Eligible Bank Accounts maintained at
the Corporate Trust Office.

            Subject to the further provisions of this Section 3.1(a), the
Indenture Trustee shall, upon receipt or upon transfer from another account, as
the case may be, deposit into such Trust Accounts all amounts received by it
which are required to be deposited therein in accordance with the provisions of
this Indenture. All such amounts and all investments made with such amounts,
including all income and other gain from such investments, shall be held by the
Indenture Trustee in such accounts as part of the Trust Estate as herein
provided, subject to withdrawal by the Indenture Trustee in accordance with, and
for the purposes specified in the provisions of, this Indenture.

            (b)   The Indenture Trustee shall assume that any amount remitted to
it in respect of the Trust Estate is to be deposited into the Collection Account
pursuant to Section 3.2(a) hereof unless a Responsible Officer of the Indenture
Trustee receives written instructions from the Servicer to the contrary.

            (c)   None of the parties hereto shall have any right of set-off
with respect to any Trust Account or any investment therein.

                                       14


            (d)   So long as no Event of Default shall have occurred and be
continuing, all or a portion of the amounts in any Trust Account (other than the
Lockbox Account) shall be invested and reinvested by the Indenture Trustee
pursuant to an Issuer Order in one or more Eligible Investments. Subject to the
restrictions on the maturity of investments set forth in Section 3.1(f) below,
each such Issuer Order may authorize the Indenture Trustee to make the specific
Eligible Investments set forth therein, to make Eligible Investments from time
to time consistent with the general instructions set forth therein, in each
case, in such amounts as such Issuer Order shall specify.

            (e)   In the event that either (i) the Issuer shall have failed to
give investment directions to the Indenture Trustee by 9:30 A.M., New York City
time on any Business Day on which there may be uninvested cash or (ii) an Event
of Default shall be continuing, the Indenture Trustee shall promptly invest and
reinvest the funds then in the designated Trust Account to the fullest extent
practicable in those obligations or securities described in clause (e) of the
definition of "Eligible Investments". All investments made by the Indenture
Trustee shall mature no later than the maturity date therefor permitted by
Section 3.1(f) below.

            (f)   No investment of any amount held in any Trust Account shall
mature later than the Business Day immediately preceding the Payment Date which
is scheduled to occur immediately following the date of investment. All income
or other gains (net of losses) from the investment of moneys deposited in any
Trust Account shall be deposited by the Indenture Trustee in such account
immediately upon receipt.

            (g)   Subject to Section 3.1(d) above, any investment of any funds
in any Trust Account shall be made under the following terms and conditions:

            (i)   each such investment shall be made in the name of the
      Indenture Trustee, in each case in such manner as shall be necessary to
      maintain the identity of such investments as assets of the Trust Estate;
      and

            (ii)  any certificate or other instrument evidencing such investment
      shall be delivered directly to the Indenture Trustee, and the Indenture
      Trustee shall have sole possession of such instrument, and all income on
      such investment.

            (h)   The Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in any Trust Account resulting from losses on
investments made in accordance with the provisions of this Section 3.1
including, but not limited to, losses resulting from the sale or depreciation in
the market value of such investments (but the institution serving as Indenture
Trustee shall at all times remain liable for its own obligations, if any,
constituting part of such investments). The Indenture Trustee shall not be
liable for any investment or liquidation of an investment made by it in
accordance with this Section 3.1 on the grounds that it could have made a more
favorable investment or a more favorable selection for sale of an investment.

                                       15


      SECTION 3.2. Establishment and Administration of the Trust Accounts.

            (a)   Collection Account. The Issuer hereby directs and the
Indenture Trustee hereby agrees to cause to be established and maintained an
account (the "COLLECTION ACCOUNT") for the benefit of the Noteholders. The
Collection Account shall be an Eligible Bank Account initially established at
the corporate trust department of the Indenture Trustee, bearing the following
designation "BXG Receivables Note Trust 2004-B, Timeshare Loan-Backed Notes,
Series 2004-B -- Collection Account, U.S. Bank National Association, as
Indenture Trustee for the benefit of the Noteholders". The Indenture Trustee on
behalf of the Noteholders shall possess all right, title and interest in all
funds on deposit from time to time in the Collection Account and in all proceeds
thereof. The Collection Account shall be under the sole dominion and control of
the Indenture Trustee for the benefit of the Noteholders as their interests
appear in the Trust Estate. If, at any time, the Collection Account ceases to be
an Eligible Bank Account, the Indenture Trustee shall within two (2) Business
Days establish a new Collection Account which shall be an Eligible Bank Account,
transfer any cash and/or any investments to such new Collection Account, and
from the date such new Collection Account is established, it shall be the
"Collection Account". The Indenture Trustee agrees to immediately deposit any
amounts received by it into the Collection Account. Amounts on deposit in the
Collection Account shall be invested in accordance with Section 3.1 hereof.
Withdrawals and payments from the Collection Account will be made on each
Payment Date as provided in Section 3.4 or Section 6.6 hereof, as applicable.
The Indenture Trustee, at the written direction of the Servicer, shall withdraw
(no more than once per calendar week) from the Collection Account and return to
the Servicer or as directed by the Servicer, any amounts which (i) were
mistakenly deposited by the Lockbox Bank in the Collection Account, including,
without limitation, amounts representing Misdirected Payments and (ii) represent
Additional Servicing Compensation. The Indenture Trustee may conclusively rely
on such written direction.

            (b)   General Reserve Account. The Issuer hereby directs and the
Indenture Trustee hereby agrees to cause to be established and maintained an
account (the "GENERAL RESERVE ACCOUNT") for the benefit of the Noteholders. On
the Closing Date, the Indenture Trustee shall deposit, from the proceeds from
the sale of the Notes, an amount equal to the General Reserve Account Initial
Deposit. The General Reserve Account shall be an Eligible Bank Account initially
established at the corporate trust department of the Indenture Trustee, bearing
the following designation "BXG Receivables Note Trust 2004-B -- General Reserve
Account, U.S. Bank National Association, as Indenture Trustee for the benefit of
the Noteholders". The Indenture Trustee on behalf of the Noteholders shall
possess all right, title and interest in all funds on deposit from time to time
in the General Reserve Account and in all proceeds thereof. The General Reserve
Account shall be under the sole dominion and control of the Indenture Trustee
for the benefit of the Noteholders as their interests appear in the Trust
Estate. If, at any time, the General Reserve Account ceases to be an Eligible
Bank Account, the Indenture Trustee shall within two (2) Business Days establish
a new General Reserve Account which shall be an Eligible Bank Account, transfer
any cash and/or any investments to such new General Reserve Account and from the
date such new General Reserve Account is established, it shall be the "General
Reserve Account". Amounts on deposit in the General Reserve Account

                                       16


shall be invested in accordance with Section 3.1 hereof. Deposits to the General
Reserve Account shall be made in accordance with Section 3.4 hereof. Withdrawals
and payments from the General Reserve Account shall be made in the following
manner:

            (i)   Withdrawals. Subject to Sections 3.2(b)(ii) and (iii) below,
      if on any Payment Date, Available Funds (without giving effect to any
      deposit from the General Reserve Account) would be insufficient to pay any
      portion of the Required Payments on such Payment Date, the Indenture
      Trustee shall, based on the Monthly Servicer Report, withdraw from the
      General Reserve Account an amount equal to the lesser of such
      insufficiency and the amount on deposit in the General Reserve Account and
      deposit such amount in the Collection Account.

            (ii)  Sequential Pay Event. Upon the occurrence of a Sequential Pay
      Event, the Indenture Trustee shall withdraw all amounts on deposit in the
      General Reserve Account and shall deposit such amounts to the Collection
      Account for distribution in accordance with Section 6.6 hereof.

            (iii) Stated Maturity or Payment in Full. On the earlier to occur of
      the Stated Maturity and the Payment Date on which the Outstanding Note
      Balance of all Classes of Notes will be reduced to zero, the Indenture
      Trustee shall withdraw all amounts on deposit in the General Reserve
      Account and shall deposit such amounts to the Collection Account.

            (iv)  Amounts in Excess of General Reserve Account Required Balance.
      Unless a Cash Accumulation Event shall have occurred and is continuing and
      after a Cash Accumulation Event shall have ceased to exist, on any Payment
      Date that is on or after the Payment Date in October 2005, if amounts on
      deposit in the General Reserve Account are greater than the General
      Reserve Account Required Balance (after giving effect to all other
      distributions and disbursements on such Payment Date), the Indenture
      Trustee shall, based on the Monthly Servicer Report, withdraw funds in
      excess of the General Reserve Account Required Balance from the General
      Reserve Account and disburse such amounts to Owner Trustee to be
      distributed in accordance with the Trust Agreement.

            (c)   Prefunding Account. The Issuer hereby directs and the
Indenture Trustee hereby agrees to cause to be established and maintained an
account (the "PREFUNDING ACCOUNT") for the benefit of the Noteholders. On the
Closing Date, the Indenture Trustee shall deposit, from the proceeds from the
sale of the Notes, an amount equal to the Prefunding Amount Initial Deposit. The
Prefunding Account shall be an Eligible Bank Account initially established at
the corporate trust department of the Indenture Trustee, bearing the following
designation "BXG Receivables Note Trust 2004-B -- Prefunding Account, U.S. Bank
National Association, as Indenture Trustee for the benefit of the Noteholders".
The Indenture Trustee on behalf of the Noteholders shall possess all right,
title and interest in all funds on deposit from time to time in the Prefunding
Account and in all proceeds thereof. The Prefunding Account

                                       17


shall be under the sole dominion and control of the Indenture Trustee for the
benefit of the Noteholders as their interests appear in the Trust Estate. If, at
any time, the Prefunding Account ceases to be an Eligible Bank Account, the
Indenture Trustee shall within two (2) Business Days establish a new Prefunding
Account which shall be an Eligible Bank Account, transfer any cash and/or any
investments to such new Prefunding Account and from the date such new Prefunding
Account is established, it shall be the "Prefunding Account". Amounts on deposit
in the Prefunding Account shall be invested in accordance with Section 3.1
hereof. Withdrawals and payments from the Prefunding Account shall be made in
the following manner:

            (i)   Prefunding Period. At or before 9:00 A.M. New York City time,
      on each Transfer Date for a transfer of Subsequent Timeshare Loans, the
      Issuer shall instruct the Indenture Trustee in writing (x) to withdraw
      from the Prefunding Account an amount equal to 91% of the aggregate
      Timeshare Loan Acquisition Price of the Subsequent Timeshare Loans
      transferred to the Issuer and to be pledged to the Indenture Trustee as
      part of the Trust Estate and (y) subject to satisfaction of the conditions
      specified in Section 4.2 hereof, shall distribute such amounts to the
      Issuer.

            (ii)  Prefunding Termination Date. On the Prefunding Termination
      Date, the Indenture Trustee shall deposit all amounts remaining in the
      Prefunding Account into the Collection Account and such amounts will be
      distributed on the following Payment Date as a distribution of principal
      in accordance with Section 3.4 hereof.

            (iii) Investment Earnings. On each Determination Date during the
      Prefunding Period, the Indenture Trustee shall withdraw all investment
      earnings on deposits in the Prefunding Account and deposit such amount
      into the Capitalized Interest Account.

            (d)   Capitalized Interest Account. The Issuer hereby directs and
the Indenture Trustee hereby agrees to cause to be established and maintained an
account (the "CAPITALIZED INTEREST ACCOUNT") for the benefit of the Noteholders.
On the Closing Date, the Indenture Trustee shall deposit, from the proceeds from
the sale of the Notes, an amount equal to the Capitalized Interest Account
Initial Deposit. The Capitalized Interest Account shall be an Eligible Bank
Account initially established at the corporate trust department of the Indenture
Trustee, bearing the following designation "BXG Receivables Note Trust 2004-B --
Capitalized Interest Account, U.S. Bank National Association, as Indenture
Trustee for the benefit of the Noteholders". The Indenture Trustee on behalf of
the Noteholders shall possess all right, title and interest in all funds on
deposit from time to time in the Capitalized Interest Account and in all
proceeds thereof. The Capitalized Interest Account shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the Noteholders
as their interests appear in the Trust Estate. If, at any time, the Capitalized
Interest Account ceases to be an Eligible Bank Account, the Indenture Trustee
shall within two (2) Business Days establish a new Capitalized Interest Account
which shall be an Eligible Bank Account, transfer any cash and/or any
investments to such new Capitalized Interest Account and from the date such new
Capitalized Interest Account is established, it shall be the "Capitalized
Interest Account". Amounts on deposit in the Capitalized Interest Account shall
be invested in accordance with Section 3.1

                                       18


hereof. Withdrawals and payments from the Capitalized Interest Account will be
made on each Payment Date as follows:

            (i)   Prefunding Period. On or before the Payment Date until the
      Payment Date on or immediately following the Prefunding Termination Date,
      the Indenture Trustee shall, based on the Monthly Servicer Report,
      withdraw, to the extent available, from the Capitalized Interest Account
      for deposit into the Collection Account, an amount equal to the
      Capitalized Interest Requirement. Amounts in the Capitalized Interest
      Account shall be withdrawn solely to pay such amounts and shall not be
      available to the Noteholders or the Indenture Trustee for any other
      purpose.

            (ii)  Prefunding Termination Date. Any amounts on deposit in the
      Capitalized Interest Account on the Payment Date on or immediately
      following the Prefunding Termination Date (after giving effect to all
      required transfers from the Capitalized Interest Account to the Collection
      Account on such Payment Date) shall be withdrawn and paid to the Owner
      Trustee for distribution in accordance with the Trust Agreement.

      SECTION 3.3. Reserved.

      SECTION 3.4. Distributions.

            (a)   So long as no Sequential Pay Event has occurred, on each
Payment Date, to the extent of Available Funds and based on the Monthly Servicer
Report, the Indenture Trustee shall withdraw funds from the Collection Account
to make the following disbursements and distributions to the following parties,
in the following order of priority:

            (i)   to the Indenture Trustee, the Indenture Trustee Fee, plus any
      accrued and unpaid Indenture Trustee Fees with respect to prior Payment
      Dates, and any extraordinary out-of-pocket expenses of the Indenture
      Trustee (up to $10,000 per Payment Date and no more than a cumulative
      total of $100,000 for Servicer Termination Costs) incurred and not
      reimbursed in connection with its obligations and duties under the
      Indenture;

            (ii)  to the Owner Trustee, the Owner Trustee Fee, plus any accrued
      and unpaid Owner Trustee Fees with respect to prior Payment Dates;

            (iii) to the Administrator, the Administrator Fee, plus any accrued
      and unpaid Administrator Fees with respect to prior Payment Dates;

            (iv)  to the Custodian, the Custodian Fee, plus any accrued and
      unpaid Custodian Fees with respect to prior Payment Dates;

            (v)   to the Lockbox Bank, the Lockbox Fee, plus any accrued and
      unpaid Lockbox Fees with respect to prior Payment Dates;

                                       19


            (vi)  to the Servicer, the Servicing Fee, plus any accrued and
      unpaid Servicing Fees with respect to prior Payment Dates;

            (vii) to the Backup Servicer, the Backup Servicing Fee, plus any
      accrued and unpaid Backup Servicing Fees with respect to prior Payment
      Dates (less any amounts received from the Indenture Trustee, as successor
      Servicer);

            (viii) to the Class A Noteholders, the Class A Interest Distribution
      Amount;

            (ix)  to the Class B Noteholders, the Class B Interest Distribution
      Amount;

            (x)   to the Class C Noteholders, the Class C Interest Distribution
      Amount;

            (xi)  to the Class D Noteholders, the Class D Interest Distribution
      Amount;

            (xii) to the Class E Noteholders, the Class E Interest Distribution
      Amount;

            (xiii) to the Class A Noteholders, the Class A Principal
      Distribution Amount;

            (xiv) to the Class B Noteholders, the Class B Principal Distribution
      Amount;

            (xv)  to the Class C Noteholders, the Class C Principal Distribution
      Amount;

            (xvi) to the Class D Noteholders, the Class D Principal Distribution
      Amount;

            (xvii) to the Class E Noteholders, the Class E Principal
      Distribution Amount;

            (xviii) to (a) the Class A Noteholders, (b) the Class B Noteholders,
      (c) the Class C Noteholders, (d) the Class D Noteholders, and (e) the
      Class E Noteholderes, in that order, the Deferred Interest Amount for such
      Class, if any;

            (xix) to the General Reserve Account, (a) prior to the Payment Date
      occurring in October 2005, all remaining Available Funds and (b) on and
      after the Payment Date occurring in October 2005, all remaining Available
      Funds, to the extent necessary, until the amounts on deposit in the
      General Reserve Account shall equal the General Reserve Account Required
      Balance;

            (xx)  if a Cash Accumulation Event shall have occurred and is
      continuing, to the General Reserve Account, all remaining Available Funds
      (notwithstanding that the amount on deposit in the General Reserve Account
      is equal to or greater than General Reserve Account Required Balance);

            (xxi) to the Indenture Trustee, any extraordinary out-of-pocket
      expenses of the Indenture Trustee not paid in accordance with (i) above;
      and

                                       20


            (xxii) to the Owner Trustee, any remaining Available Funds, to be
      distributed in accordance with the Trust Agreement.

            (b)   On and after the Assumption Date, the Indenture Trustee, as
successor Servicer, shall pay the Backup Servicing Fee from amounts received in
respect of the Servicing Fee.

            (c)   Upon the occurrence of a Sequential Pay Event, distributions
shall be made in accordance with Section 6.6. hereof.

      SECTION 3.5. Reports to Noteholders.

            On each Payment Date, the Indenture Trustee shall account to the
Initial Purchaser, each Noteholder, each Note Owner and to each Rating Agency
the portion of payments then being made which represents principal and the
amount which represents interest, and shall contemporaneously advise the Issuer
of all such payments. The Indenture Trustee may satisfy its obligations under
this Section 3.5 by making available electronically the Monthly Servicer Report
to the Initial Purchaser, the Noteholders, each Rating Agency and the Issuer;
provided, however, the Indenture Trustee shall have no obligation to provide
such information described in this Section 3.5 until it has received the
requisite information from the Issuer or the Servicer. On or before the fifth
day prior to the final Payment Date with respect to any Class, the Indenture
Trustee shall send notice of such Payment Date to each Rating Agency, the
Initial Purchaser and the Noteholders of such Class. Such notice shall include a
statement that if such Notes are paid in full on the final Payment Date,
interest shall cease to accrue as of the day immediately preceding such final
Payment Date. In addition, the Indenture Trustee shall deliver to the Note
Owners, all notices, compliance reports and other certificates delivered by the
Servicer or the Issuer pursuant to this Indenture. At a Note Owner's request,
the Indenture Trustee agrees to provide such Note Owner an accounting of
balances in the General Reserve Account.

            The Indenture Trustee may make available to the Noteholders, Note
Owner and each Rating Agency, via the Indenture Trustee's internet website, the
Monthly Servicer Report available each month and, with the consent or at the
direction of the Issuer, such other information regarding the Notes and/or the
Timeshare Loans as the Indenture Trustee may have in its possession, but only
with the use of a password provided by the Indenture Trustee or its agent to
such Person upon receipt by the Indenture Trustee from such Person of a
certification in the form of Exhibit F; provided, however, that the Indenture
Trustee or its agent shall provide such password to the parties to this
Agreement and the Rating Agencies without requiring such certification. The
Indenture Trustee will make no representation or warranties as to the accuracy
or completeness of such documents and will assume no responsibility therefor.

            The Indenture Trustee's internet website shall be specified by the
Indenture Trustee from time to time in writing to the Issuer, the Servicer, the
Noteholders and the Rating Agencies. For assistance with this service,
Noteholders may call the customer service desk at (800) 934-6802. In connection
with providing access to the Indenture Trustee's internet website,

                                       21


the Indenture Trustee may require registration and the acceptance of a
disclaimer. The Indenture Trustee shall not be liable for the dissemination of
information in accordance with this Agreement.

            The Indenture Trustee shall have the right to change the way Monthly
Servicer Reports are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Indenture Trustee
shall provide timely and adequate notification to all above parties regarding
any such changes.

            Annually (and more often, if required by applicable law), the
Indenture Trustee shall distribute to Noteholders any Form 1099 or similar
information returns required by applicable tax law to be distributed to the
Noteholders. The Servicer shall prepare or cause to be prepared all such
information for distribution by the Indenture Trustee to the Noteholders.

      SECTION 3.6. Note Balance Write-Down Amounts.

            The Note Balance Write-Down Amount, if any, on each Payment Date
shall be applied to the Adjusted Note Balance of a Class of Notes immediately
following the distribution of Available Funds in the following order of
priority: first, to the Class E Notes until the Adjusted Note Balance thereof is
reduced to zero; second, to the Class D Notes until the Adjusted Note Balance
thereof is reduced to zero; third, to the Class C Notes until the Adjusted Note
Balance thereof is reduced to zero; and fourth, to the Class B Notes until the
Adjusted Note Balance thereof is reduced to zero; and fifth, and fourth, to the
Class A Notes until the Adjusted Note Balance thereof is reduced to zero. The
application of the Note Balance Write-Down Amount to a Class of Notes shall not
reduce such Class' entitlement to unpaid Principal Distribution Amounts.

      SECTION 3.7. Withholding Taxes.

            The Indenture Trustee, on behalf of the Issuer, shall comply with
all requirements of the Code and applicable Treasury Regulations and applicable
state and local law with respect to the withholding from any distributions made
by it to any Noteholder of any applicable withholding taxes imposed thereon and
with respect to any applicable reporting requirements in connection therewith.

                                  ARTICLE IV.

                                THE TRUST ESTATE

      SECTION 4.1. Acceptance by Indenture Trustee.

            (a)   Concurrently with the execution and delivery of this
Indenture, the Indenture Trustee does hereby acknowledge and accept the
conveyance by the Issuer of the assets constituting the Trust Estate. The
Indenture Trustee shall hold the Trust Estate in trust for the benefit of the
Noteholders, subject to the terms and provisions hereof. In connection with the

                                       22


conveyance of the Trust Estate to the Indenture Trustee, the Issuer has
delivered or has caused the Depositor to deliver (i) to the Custodian, the
Timeshare Loan Files, and (ii) to the Servicer, the Timeshare Loan Servicing
Files for each Initial Timeshare Loan conveyed on the Closing Date. On or prior
to each Transfer Date, the Issuer will deliver or cause to be delivered (i) to
the Custodian, the Timeshare Loan Files, and (ii) to the Servicer, the Timeshare
Loan Servicing Files, for each Subsequent Timeshare Loan or Qualified Substitute
Timeshare Loan to be conveyed on such Transfer Date.

            (b)   The Indenture Trustee shall perform its duties under this
Section 4.1 and hereunder on behalf of the Trust Estate and for the benefit of
the Noteholders in accordance with the terms of this Indenture and applicable
law and, in each case, taking into account its other obligations hereunder, but
without regard to:

            (i)   any relationship that the Indenture Trustee or any Affiliate
      of the Indenture Trustee may have with an Obligor;

            (ii)  the ownership of any Note by the Indenture Trustee or any
      Affiliate of the Indenture Trustee;

            (iii) the Indenture Trustee's right to receive compensation for its
      services hereunder or with respect to any particular transaction; or

            (iv)  the ownership, or holding in trust for others, by the
      Indenture Trustee of any other assets or property.

      SECTION 4.2. Subsequent Timeshare Loans.

            On each Transfer Date during the Prefunding Period, subject to the
satisfaction of the following conditions and the requirements of Section 4.3
hereof, and in consideration of the Indenture Trustee's delivery on such
Transfer Date to or upon the order of the Depositor of the Timeshare Loan
Acquisition Price, the Depositor shall sell, transfer, assign, set over and
otherwise convey without recourse to the Issuer, all right, title and interest
of the Depositor in and to each Subsequent Timeshare Loan and the Issuer shall
Grant such Subsequent Timeshare Loans to the Indenture Trustee for the benefit
of the Noteholders. Prior to the acceptance by the Indenture Trustee of any
Subsequent Timeshare Loan or the release of any funds therefor, the following
conditions must be satisfied on or prior to the related Transfer Date:

            (a)   the Depositor shall have provided the Indenture Trustee and
S&P with a notice of a subsequent transfer of Subsequent Timeshare Loans (a
"SUBSEQUENT TRANSFER NOTICE"), a form of which is attached hereto as Exhibit J
which notice shall be given not less than one Business Day prior to such
Transfer Date;

            (b)   the Issuer shall have deposited or caused to be deposited in
the Collection Account all principal and interest collected after the related
Cut-Off Date in respect of such Subsequent Timeshare Loan;

                                       23


            (c)   no Event of Default has occurred and is continuing and no such
event would result from the conveyance of such Subsequent Timeshare Loan to the
Indenture Trustee;

            (d)   the Custodian shall have received the Timeshare Loan Files
related to such Subsequent Timeshare Loans and shall have given the Indenture
Trustee a written certification and receipt in accordance with the Custodial
Agreement;

            (e)   the Servicer shall have received the Timeshare Loan Servicing
Files related to such Subsequent Timeshare Loans;

            (f)   the Indenture Trustee shall have received the certification
required to be delivered by the Seller in Section 4.3 hereof; and

            (g)   no Responsible Officer of the Indenture Trustee has Knowledge
or has actually received notice that any conditions to such transfer (including
the requirements in Section 4.3 hereof) have not been fulfilled and the
Indenture Trustee shall have received such other documents, opinions,
certificates and instruments as the Indenture Trustee may request.

      SECTION 4.3. Criteria for Subsequent Timeshare Loans.

      No Subsequent Timeshare Loan shall be accepted as part of the Trust Estate
on any Transfer Date unless the Indenture Trustee shall have received a
certification that (i) the Depositor, as of such Transfer Date, has restated
each of the representations and warranties contained in Section 5(a) of the Sale
Agreement, (ii) each of the conditions in Section 4.2 above has been satisfied,
(iii) after the purchase of all Subsequent Timeshare Loans, (A) the weighted
average interest rate on all Subsequent Timeshare Loans shall be greater than
15.0%, (B) the weighted average months of age on all Timeshare Loans shall be
greater than 8 months, (C) the percentage of Timeshare Loans related to
Timeshare Properties located at Bluegreen Owned Resorts shall not be less than
96.6% and (D) the percentage of Timeshare Loans related to a Resort as a
percentage of all Timeshare Loans does not vary from such percentage on the
Closing Date by more than 7%, and (iv) with respect to each Subsequent Timeshare
Loan being conveyed on such Transfer Date (a) such Subsequent Timeshare Loan is
an Eligible Timeshare Loan as of the Transfer Date, (b) each Subsequent
Timeshare Loan was not selected by the related Seller in a manner that such
Seller, in its reasonable business judgment, believes to be materially adverse
to the interests of the Noteholders; provided, that it is acknowledged by the
parties hereto that the certification in this clause (b) is not intended and
shall not be construed as a guaranty of the performance of such Subsequent
Timeshare Loans, and that such Subsequent Timeshare Loans may perform
differently than other timeshare loans originated by the related Originator or
other Affiliates of the related Seller, (c) each Subsequent Timeshare Loan does
not have a stated maturity later than August 2014, (d) the related Obligor has
made at least two payments in respect of such Subsequent Timeshare Loan, (e) if
such Timeshare Loan is related to a Unit at La Cabana Resort, such Timeshare
Loan was originated prior to January 26, 2004 and (f) if such Timeshare Loan is
a Timeshare Loan related to a Unit at Boyne Resort, the Indenture Trustee shall
have received evidence from Bluegreen that it has received a license under the

                                       24


Michigan Mortgage Brokers, Lenders and Servicers Licensing Act and that the
related Obligor has confirmed the terms of the related Mortgage Note.

      SECTION 4.4. Grant of Security Interest; Tax Treatment.

            (a)   The conveyance by the Issuer of the Timeshare Loans to the
Indenture Trustee shall not constitute and is not intended to result in an
assumption by the Indenture Trustee or any Noteholder of any obligation of the
Issuer or the Servicer to the Obligors, the insurers under any insurance
policies, or any other Person in connection with the Timeshare Loans.

            (b)   It is the intention of the parties hereto that, with respect
to all taxes, the Notes will be treated as indebtedness of the Issuer to the
Noteholders secured by the Timeshare Loans (the "INTENDED TAX
CHARACTERIZATION"). The provisions of this Indenture shall be construed in
furtherance of the Intended Tax Characterization. Each of the Issuer, the
Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by
entering into this Indenture, and each Noteholder by the purchase of a Note,
agree to report such transactions for purposes of all taxes in a manner
consistent with the Intended Tax Characterization, unless otherwise required by
applicable law.

            (c)   None of the Issuer, the Servicer, the Club Trustee or the
Backup Servicer shall take any action inconsistent with the Indenture Trustee's
interest in the Timeshare Loans and shall indicate or shall cause to be
indicated in its books and records held on its behalf that each Timeshare Loan
and the other Timeshare Loans constituting the Trust Estate has been assigned to
the Indenture Trustee on behalf of the Noteholders.

      SECTION 4.5. Further Action Evidencing Assignments.

            (a)   The Issuer and the Indenture Trustee each agrees that, from
time to time, it will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or appropriate, or
that the Holders representing at least 66-2/3% of the Adjusted Note Balance of
each Class of Notes may reasonably request, in order to perfect, protect or more
fully evidence the security interest in the Timeshare Loans or to enable the
Indenture Trustee to exercise or enforce any of its rights hereunder. Without
limiting the generality of the foregoing, the Issuer will, without the necessity
of a request and upon the request of the Indenture Trustee, execute and file or
record (or cause to be executed and filed or recorded) such Assignments of
Mortgage, financing or continuation statements, or amendments thereto or
assignments thereof, and such other instruments or notices, as may be necessary
or appropriate to create and maintain in the Indenture Trustee a first priority
perfected security interest, at all times, in the Trust Estate, including,
without limitation, recording and filing UCC-1 financing statements, amendments
or continuation statements prior to the effective date of any change of the
name, identity or structure or relocation of its chief executive office or any
change that would or could affect the perfection pursuant to any financing
statement or continuation statement or assignment previously filed or make any
UCC-1 or continuation statement previously filed pursuant to this Indenture
seriously misleading within the meaning of applicable

                                       25


provisions of the UCC (and the Issuer shall give the Indenture Trustee at least
thirty (30) Business Days prior notice of the expected occurrence of any such
circumstance). The Issuer shall deliver promptly to the Indenture Trustee
file-stamped copies of any such filings.

            (b)   (i) The Issuer hereby grants to each of the Servicer and the
Indenture Trustee a power of attorney to execute all documents including, but
not limited to, Assignments of Mortgage, UCC-1 financing statements, amendments
or continuation statements, on behalf of the Issuer as may be necessary or
desirable to effectuate the foregoing and (ii) the Servicer hereby grants to the
Indenture Trustee a power of attorney to execute all documents on behalf of the
Servicer as may be necessary or desirable to effectuate the foregoing; provided,
however, that such grant shall not create a duty on the part of the Indenture
Trustee or the Servicer to file, prepare, record or monitor, or any
responsibility for the contents or adequacy of, any such documents.

      SECTION 4.6. Substitution and Repurchase of Timeshare Loans.

            (a)   Mandatory Substitution and Repurchase of Timeshare Loans for
Breach of Representation or Warranty. If at any time, any party hereto obtains
knowledge, discovers, or is notified by any other party hereto, that any of the
representations and warranties of the Depositor in the Sale Agreement were
incorrect at the time such representations and warranties were made, then the
party discovering such defect, omission, or circumstance shall promptly notify
the other parties to this Indenture, the Rating Agencies, the Depositor and the
Club Originator. In the event any such representation or warranty of the
Depositor is incorrect and materially and adversely affects the value of a
Timeshare Loan or the interests of the Noteholders therein, then the Issuer and
the Indenture Trustee shall require the Depositor, within 60 days after the date
it is first notified of, or otherwise obtains Knowledge of such breach, to
eliminate or otherwise cure in all material respects the circumstance or
condition which has caused such representation or warranty to be incorrect or
(1) if the breach relates to a particular Timeshare Loan and is not cured in all
material respects (such Timeshare Loan, a "DEFECTIVE TIMESHARE LOAN"), either
(a) repurchase the Issuer's interest in such Defective Timeshare Loan at the
Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans
and pay the Substitution Shortfall Amounts, if any. The Indenture Trustee is
hereby appointed attorney-in-fact, which appointment is coupled with an interest
and is therefore irrevocable, to act on behalf and in the name of the Issuer to
enforce the Depositor's repurchase or substitution obligations if the Depositor
has not complied with its repurchase or substitution obligations under the Sale
Agreement within 30 days after the end of the aforementioned 60-day period.

            (b)   Optional Purchase or Substitution of Club Loans. Pursuant to
the Transfer Agreements and the Purchase Agreement, with respect to any Original
Club Loan, on any date, the Club Originator, as designee of the Depositor, will
(at its option), if the Club Originator and the related Obligor have elected to
effect an Upgrade, (i) pay to the Collection Account the Repurchase Price for
such Original Club Loan or (ii) substitute one or more Qualified Substitute
Timeshare Loans for such Original Club Loan and pay the related Substitution
Shortfall Amounts, if any; provided, however, that the option to substitute one
or more Qualified

                                       26


Substitute Timeshare Loans for an Original Club Loan is limited on any date to
(A) 20% of the sum of the Aggregate Closing Date Collateral Balance, less (B)
the Loan Balances of Original Club Loans previously substituted by the Club
Originator pursuant to this Section 4.6(b) on the related substitution dates.
The Club Originator, as designee of the Depositor, shall deposit the related
Repurchase Price and Substitution Shortfall Amounts, if any, in the Collection
Account as set forth in Section 4.6(d) below. The Issuer acknowledges that the
Club Originator has agreed to use best efforts to exercise its substitution
option with respect to Original Club Loans prior to exercise of its repurchase
option. and to the extent that the Club Originator shall elect to substitute
Qualified Substitute Timeshare Loans for an Original Club Loan, the Club
Originator shall use best efforts to cause each such Qualified Substitute
Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club
Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated
to such Original Club Loan.

            (c)   Optional Purchase or Substitution of Defaulted Timeshare
Loans. Pursuant to the Transfer Agreement and the Purchase Agreement, with
respect to any Defaulted Timeshare Loans, on any date, the Club Originator, as
designee of the Depositor shall have the option, but not the obligation, to
either (i) purchase the Defaulted Timeshare Loan at the Repurchase Price for
such Defaulted Timeshare Loan or (ii) substitute one or more Qualified
Substitute Timeshare Loans for such Defaulted Timeshare Loan and pay the related
Substitution Shortfall Amounts, if any; provided, however, that the option to
repurchase a Defaulted Timeshare Loan or to substitute one or more Qualified
Substitute Timeshare Loans for a Defaulted Timeshare Loan is limited on any date
to the Optional Purchase Limit and the Optional Substitution Limit,
respectively. The Club Originator, as designee of the Depositor, shall purchase
or substitute Defaulted Timeshare Loans as provided herein and the Club
Originator shall deposit the related Repurchase Price and Substitution Shortfall
Amounts, if any, in the Collection Account as set forth in Section 4.6(d) below.
The Club Originator, may irrevocably waive the Club Originator's option to
purchase or substitute a Defaulted Timeshare Loan by delivering or causing to be
delivered to the Indenture Trustee a Waiver Letter in the form of Exhibit G
attached hereto.

            (d)   Payment of Repurchase Prices and Substitution Shortfall
Amounts. The Issuer and the Indenture Trustee shall direct that the Depositor
remit or cause to be remitted all amounts in respect of Repurchase Prices and
Substitution Shortfall Amounts payable during the related Due Period in
immediately available funds to the Indenture Trustee on the Transfer Date for
deposit in the Collection Account.

            (e)   Schedule of Timeshare Loans. The Issuer and Indenture Trustee
shall direct the Depositor to provide or cause to be provided to the Indenture
Trustee on any date on which a Timeshare Loan is purchased, repurchased or
substituted with an electronic supplement to the Schedule of Timeshare Loans
reflecting the removal and/or substitution of Timeshare Loans and subjecting any
Qualified Substitute Timeshare Loans to the provisions thereof.

            (f)   Officer's Certificate. No substitution of a Timeshare Loan
shall be effective unless the Issuer and the Indenture Trustee shall have
received an Officer's Certificate

                                       27


from the Club Originator indicating that (1) the new Timeshare Loan meets all
the criteria of the definition of "Qualified Substitute Timeshare Loan", (2) the
Timeshare Loan Files for such Qualified Substitute Timeshare Loan have been
delivered to the Custodian, and (3) the Timeshare Loan Servicing Files for such
Qualified Substitute Timeshare Loan have been delivered to the Servicer.

            (g)   Qualified Substitute Timeshare Loans. On the related Transfer
Date, the Issuer and the Indenture Trustee shall direct the Depositor to deliver
or cause the delivery of the Timeshare Loan Files of the related Qualified
Substitute Timeshare Loans to the Custodian on the related Transfer Date in
accordance with the provisions of this Indenture and the Custodial Agreement.

      SECTION 4.7. Release of Lien.

            (a)   The Issuer shall be entitled to obtain a release from the Lien
of the Indenture for any Timeshare Loan purchased, repurchased or substituted
under Section 4.6 hereof, (i) upon satisfaction of each of the applicable
provisions of Section 4.6 hereof, (ii) in the case of any purchase or
repurchase, after a payment by the Depositor of the Repurchase Price of the
Timeshare Loan, and (iii) in the case of any substitution, after payment by the
Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to
Section 4.6 hereof.

            (b)   The Issuer shall be entitled to obtain a release from the Lien
of the Indenture for any Timeshare Loan which has been paid in full.

            (c)   In addition, on any Payment Date if (i) Available Funds are
sufficient to pay the Required Payments, (ii) the amount on deposit in the
General Reserve Account is at least equal to the General Reserve Account
Required Balance (if such Payment Date is on or after October 2005), (iii) no
Event of Default has occurred and is continuing, (iv) the Optional Purchase
Limit is greater than zero and (v) the Aggregate Outstanding Note Balance is not
greater than 91% of the Aggregate Loan Balance, the Indenture Trustee shall
release Defaulted Timeshare Loans that have not been purchased, repurchased or
substituted under Section 4.4 hereof from the Lien of the Indenture, without
additional payment.

            (d)   In connection with (a), (b) and (c) above, the Issuer and
Indenture Trustee will execute and deliver such releases, endorsements and
assignments as are provided to it by the Depositor, in each case, without
recourse, representation or warranty, as shall be necessary to vest in the
Depositor or its designee, the legal and beneficial ownership of each Timeshare
Loan being released pursuant to this Section 4.5. The Servicer shall deliver a
Request for Release to the Custodian with respect to the related Timeshare Loan
Files and Timeshare Loan Servicing Files being released pursuant to this Section
4.5, and such files shall be transferred to the Depositor or its designee.

                                       28


      SECTION 4.8. Appointment of Custodian and Paying Agent.

            (a)   The Indenture Trustee may appoint a Custodian to hold all or a
portion of the Timeshare Loan Files as agent for the Indenture Trustee. Each
Custodian shall be a depository institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Timeshare Loan File and shall not be the Issuer or an
Affiliate of the Issuer. The initial Custodian shall be U.S. Bank National
Association. The Indenture Trustee shall not be responsible for paying the
Custodian Fee or any other amounts owed to the Custodian.

            (b)   The Issuer hereby appoints the Indenture Trustee as a Paying
Agent. The Issuer may appoint other Paying Agents from time to time. Any such
other Paying Agent shall be appointed by Issuer Order with written notice
thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall
be a Person who would be eligible to be Indenture Trustee hereunder as provided
in Section 7.7 hereof.

      SECTION 4.9. Sale of Timeshare Loans.

            The parties hereto agree that none of the Timeshare Loans in the
Trust Estate may be sold or disposed of in any manner except as expressly
provided for herein.

                                   ARTICLE V.

                          SERVICING OF TIMESHARE LOANS

      SECTION 5.1. Appointment of Servicer and Backup Servicer; Servicing
Standard.

            (a)   Subject to the terms and conditions herein, the Issuer and the
Indenture Trustee hereby appoint Bluegreen as the initial Servicer hereunder.
The Servicer shall service and administer the Timeshare Loans and perform all of
its duties hereunder in accordance the Servicing Standard.

            (b)   Subject to the terms and conditions herein and in the Backup
Servicing Agreement, the Issuer hereby appoints Concord Servicing Corporation to
act as the initial Backup Servicer hereunder. The Backup Servicer shall service
and administer the Timeshare Loans and perform all of its duties hereunder and
under the Backup Servicing Agreement in accordance the Servicing Standard.

      SECTION 5.2. Payments on the Timeshare Loans.

            (a)   The Servicer shall, in a manner consistent with the Servicing
Standard, collect all payments made under each Timeshare Loan and direct each
Obligor to timely make all payments in respect of his or her Timeshare Loan to
the Lockbox Account maintained at the Lockbox Bank.

                                       29


            (b)   On the Closing Date, the Servicer shall cause to be deposited
to the Collection Account all amounts collected and received in respect of the
Initial Timeshare Loans after the Initial Cut-Off Date (without deduction for
any Liquidation Expenses).

            (c)   Subject to subsection (d) below, the Indenture Trustee shall
direct the Lockbox Bank to remit all collections in respect of the Timeshare
Loans on deposit in the Lockbox Account to the Collection Account on each
Business Day via automated repetitive wire.

            (d)   Liquidation Expenses shall be reimbursed to the Servicer in
accordance with Section 3.2(a) hereof. To the extent that the Servicer has
received any Liquidation Expenses as Additional Servicing Compensation and shall
subsequently recover any portion of such Liquidation Expenses from the related
Obligor, the Servicer shall deposit such amounts into the Collection Account in
accordance with Section 5.3(b) hereof.

            (e)   The Servicer agrees that to the extent it receives any amounts
in respect of any insurance policies which are not payable to the Obligor or any
other collections relating to the Trust Estate, it shall deposit such amounts to
the Collection Account within two (2) Business Days of receipt thereof (unless
otherwise expressly provided herein).

      SECTION 5.3. Duties and Responsibilities of the Servicer.

            (a)   In addition to any other customary services which the Servicer
may perform or may be required to perform hereunder, the Servicer shall perform
or cause to be performed through sub-servicers, the following servicing and
collection activities in accordance with the Servicing Standard:

            (i)   perform standard accounting services and general record
      keeping services with respect to the Timeshare Loans;

            (ii)  respond to telephone or written inquiries of Obligors
      concerning the Timeshare Loans;

            (iii) keep Obligors informed of the proper place and method for
      making payment with respect to the Timeshare Loans;

            (iv)  contact Obligors to effect collections and to discourage
      delinquencies in the payment of amounts owed under the Timeshare Loans and
      doing so by any lawful means;

            (v)   report tax information to Obligors and taxing authorities to
      the extent required by law;

            (vi)  take such other action as may be necessary or appropriate in
      the discretion of the Servicer for the purpose of collecting and
      transferring to the Indenture Trustee for deposit into the Collection
      Account all payments received by the Servicer or remitted to

                                       30


      the Lockbox Account in respect of the Timeshare Loans (except as otherwise
      expressly provided herein), and to carry out the duties and obligations
      imposed upon the Servicer pursuant to the terms of this Indenture;

            (vii) arranging for Liquidations of Timeshare Properties related to
      Defaulted Timeshare Loans and the remarketing of such Timeshare Properties
      as provided in Section 5.3(b) below;

            (viii) use reasonable best efforts to enforce the purchase and
      substitution obligations of the Club Originator under the Transfer
      Agreements or the Purchase Agreement;

            (ix)  refrain from modifying, waiving or amending the terms of any
      Timeshare Loan; provided, however, the Servicer may modify, waive or amend
      a Timeshare Loan for which a default on such Timeshare Loan has occurred
      or is imminent or and such modification, amendment or waiver will not (i)
      materially alter the interest rate on or the principal balance of such
      Timeshare Loan, (ii) shorten the final maturity of, lengthen the timing of
      payments of either principal or interest, or any other terms of, such
      Timeshare Loan in any manner which would have a material adverse affect on
      the Noteholders, (iii) adversely affect the Timeshare Property underlying
      such Timeshare Loan or (iv) reduce materially the likelihood that payments
      of interest and principal on such Timeshare Loan shall be made when due;
      provided, further, the Servicer may grant a single extension of the final
      maturity of a Timeshare Loan if the Servicer, in its reasonable
      discretion, determines that (A) such Timeshare Loan is in default or a
      default on such Timeshare Loan is likely to occur in the foreseeable
      future and (B) the value of such Timeshare Loan will be enhanced by such
      extension; provided, further, the Servicer shall not be permitted to
      modify, waive or amend the terms of any Timeshare Loan if the sum of the
      Cut-Off Date Loan Balance of such Timeshare Loan and the Cut-Off Date Loan
      Balances of all other Timeshare Loans for which the Servicer has modified,
      waived or amended the terms thereof exceeds 1% of the Aggregate Closing
      Date Collateral Balance.

            (x)   work with Obligors in connection with any transfer of
      ownership of a Timeshare Property by an Obligor to another Person (to the
      extent permitted), whereby the Servicer may consent to the assumption by
      such Person of the Timeshare Loan related to such Timeshare Property (to
      the extent permitted); provided, however, in connection with any such
      assumption, the rate of interest borne by, the maturity date of, the
      principal amount of, the timing of payments of principal and interest in
      respect of, and all other material terms of, the related Timeshare Loan
      shall not be changed other than as permitted in (ix) above; and

            (xi)  to the extent that the Custodian Fees or the Lockbox Fees are,
      in the Servicer's reasonable business judgment, no longer commercially
      reasonable, use commercially reasonable efforts to exercise its rights
      under the Custodial Agreement or

                                       31


      the Lockbox Agreement to replace the Custodian or Lockbox Bank, as
      applicable. Any such successor shall be reasonably acceptable to the
      Indenture Trustee

            (xii) delivery of such information and data to the Backup Servicer
      as is required under the Backup Servicing Agreement

            (xiii) delivery of any new or amended ACH Forms executed by an
      Obligor to the Custodian to be held as part of the related Timeshare Loan
      File.

            (b)   In the event that a Defaulted Timeshare Loan is not or cannot
be released from the Lien of the Indenture pursuant to Section 4.5 hereof, the
Servicer shall, in accordance with the Servicing Standard, promptly institute
collection procedures, which may include, but is not limited to, cancellation,
forfeiture, termination or foreclosure proceedings or obtaining a deed-in-lieu
of foreclosure (each, a "FORECLOSURE PROPERTY"). Upon the Timeshare Property
becoming a Foreclosure Property, the Servicer shall promptly attempt to remarket
such Foreclosure Property. The Issuer acknowledges that the Club Originator or
the Aruba Originator may be in the best position to remarket the Foreclosure
Property in connection with such Originator's overall marketing program for the
applicable Timeshare Project. The Servicer shall select the remarketing option
reasonably anticipated to produce the highest Net Liquidation Proceeds, giving
effect to the gross price obtainable, broker's commissions, foreclosure costs,
sales and marketing expenses and other factors. The Servicer shall be entitled
to reimbursement of Liquidation Expenses out of Liquidation Proceeds. Any
Liquidation Expenses later recovered by the Servicer shall be deposited by the
Servicer in the Collection Account in accordance with Section 5.2(c) and (d)
hereof.

            (i)   To the extent that one of the Originators or an Affiliate
      thereof is selected to remarket a Foreclosure Property, the Servicer shall
      cause such Originator or Affiliate thereof to agree that it will remarket
      such Foreclosure Property in the ordinary course in a manner similar and
      consistent with (or better than) the manner in which it remarkets or sells
      other timeshare properties it or its Affiliates owns.

            (ii)  The Servicer (if Bluegreen Corporation or its Affiliate is
      acting as Servicer) on behalf of the Issuer and the Indenture Trustee
      shall take all necessary steps to have the record title of the applicable
      Timeshare Properties subject to such Defaulted Timeshare Loans continue to
      be held by the Club Trustee. In such event, the Servicer shall direct the
      Club Trustee, directly or through its agents to exercise the remedies
      provided for in the Club Trust Agreement, in the Mortgage Note themselves
      or in the other Club documents with respect to such Defaulted Timeshare
      Loans and the Obligors thereunder, and the Owner Beneficiary Rights will
      be remarketed with the purpose of obtaining the maximum Net Liquidation
      Proceeds in respect of such Defaulted Timeshare Loans.

            (iii) The Servicer shall reserve its rights under the Club Trust
      Agreement and/or the applicable Mortgages to obtain, at any time, record
      title and all beneficial interests in respect of the Timeshare Properties
      related to Defaulted Timeshare Loans.

                                       32


      All actions taken by the Servicer in respect of any Defaulted Timeshare
      Loans shall, at all times, be carried out in a manner such that none of
      the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders
      shall, under applicable law, be deemed to be the developer or declarant of
      any Resort or the Club.

            (iv)  The Servicer agrees that it shall require that any Liquidation
      Proceeds be in the form of cash only.

            (c)   In connection with the Servicer's performance of its duties
under Section 5.3(b), (i) the Servicer will undertake such duties in the
ordinary course in a manner similar and consistent with (or better than) the
manner in which the Servicer sells or markets other timeshare properties it or
its Affiliates owns and (ii) the Servicer may not sell any of the Defaulted
Timeshare Loans that are an asset of the Trust Estate except for or as
specifically permitted by this Indenture.

            (d)   For so long as Bluegreen or any of its Affiliates controls the
Resorts, the Servicer shall use commercially reasonable best efforts to maintain
or cause to maintain the Resorts in good repair, working order and condition
(ordinary wear and tear excepted).

            (e)   For so long as Bluegreen or any of its Affiliates controls the
Resorts, the manager, related management contract and master marketing and sale
contract (if applicable) for each Resort at all times shall be reasonably
satisfactory to the Holders representing at least 66-2/3% of the Adjusted Note
Balance of each Class of Notes. For so long as Bluegreen or any of its
Affiliates controls the Timeshare Association for a Resort, and Bluegreen or an
Affiliate thereof is the manager, the related management contract and master
marketing and sale contract may be amended or modified only with the prior
written consent of the Holders representing at least 66-2/3% of the Adjusted
Note Balance of each Class of Notes, which consent shall not be unreasonably
withheld or delayed.

            (f)   In the event any Lien (other than a Permitted Lien) attaches
to any Timeshare Loan or related collateral from any Person claiming from and
through Bluegreen or one of its Affiliates which materially adversely affects
the Issuer's interest in such Timeshare Loan, Bluegreen shall, within the
earlier to occur of ten (10) Business Days after such attachment or the
respective lienholders' action to foreclose on such lien, either (a) cause such
Lien to be released of record, (b) provide the Indenture Trustee with a bond in
accordance with the applicable laws of the state in which the Timeshare Property
is located, issued by a corporate surety acceptable to the Indenture Trustee, in
an amount and in form reasonably acceptable to the Indenture Trustee or (c)
provide the Indenture Trustee with such other security as the Indenture Trustee
may reasonably require.

            (g)   The Servicer shall: (a) promptly notify the Indenture Trustee
of (i) any claim, action or proceeding which may be reasonably expected to have
a material adverse effect on the Trust Estate, or any material part thereof, and
(ii) any action, suit, proceeding, order or injunction of which Servicer becomes
aware after the date hereof pending or threatened against or affecting Servicer
or any Affiliate which may be reasonably expected to have a material

                                       33


adverse effect on the Trust Estate or the Servicer's ability to service the
same; (b) at the request of Indenture Trustee with respect to a claim or action
or proceeding which arises from or through the Servicer or one of its
Affiliates, appear in and defend, at Servicer's expense, any such claim, action
or proceeding which would have a material adverse effect on the Timeshare Loans
or the Servicer's ability to service the same; and (c) comply in all respects,
and shall cause all Affiliates to comply in all respects, with the terms of any
orders imposed on such Person by any governmental authority the failure to
comply with which would have a material adverse effect on the Timeshare Loans or
the Servicer's ability to service the same.

            (h)   Except as contemplated by the Transaction Documents, the
Servicer shall not, and shall not permit the Club Managing Entity to, encumber,
pledge or otherwise grant a Lien or security interest in and to the Reservation
System (including, without limitation, all hardware, software and data in
respect thereof) and furthermore agrees, and shall cause the Club Managing
Entity, to use commercially reasonable efforts to keep the Reservation System
operational, not to dispose of the same and to allow the Club the use of, and
access to, the Reservation System in accordance with the terms of the Club
Management Agreement.

            (i)   The Servicer shall comply in all material respects with the
Collection Policy in effect on the Closing Date (or, as amended from time to
time with the consent of the Holders representing at least 66-2/3% of the
Adjusted Note Balance of each Class of Notes) and with the terms of the
Timeshare Loans.

      SECTION 5.4. Servicer Events of Default.

            (a)   A "SERVICER EVENT OF DEFAULT" means, the occurrence and
continuance of any of the following events:

            (i)   any failure by the Servicer to make any required payment,
      transfer or deposit when due hereunder and the continuance of such default
      for a period of two (2) Business Days;

            (ii)  any failure by the Servicer to provide any required report
      within five (5) Business Days of when such report is required to be
      delivered hereunder;

            (iii) any failure by the Servicer to observe or perform in any
      material respect any other covenant or agreement which has a material
      adverse effect on the Noteholders and such failure is not remedied within
      30 days (or, if the Servicer shall have provided evidence satisfactory to
      the Indenture Trustee that such covenant cannot be cured in the 30-day
      period and that it is diligently pursuing a cure, 60 days), after the
      earlier of (x) the Servicer first acquiring Knowledge thereof and (y) the
      Indenture Trustee's giving written notice thereof to the Servicer;

            (iv)  any representation or warranty made by the Servicer in this
      Indenture shall prove to be incorrect in any material respect as of the
      time when the same shall have been made, and such breach is not remedied
      within 30 days (or, if the Servicer shall have

                                       34


      provided evidence satisfactory to the Indenture Trustee that such breach
      cannot be cured in the 30-day period and that it is diligently pursuing a
      cure, 60 days) after the earlier of (x) the Servicer first acquiring
      Knowledge thereof and (y) the Indenture Trustee's giving written notice
      thereof to the Servicer;

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

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

            (vii) the occurrence of the Cash Accumulation Event whereby the
      Servicer (if Bluegreen) fails to have at least $75,000,000 in financing
      facilities in place, or

            (viii) a Cash Accumulation Event (other than as described in (vii)
      above) that remains uncured for three consecutive Due Periods.

            If any Servicer Event of Default shall have occurred and not been
waived hereunder or there shall have been a material default by the Servicer of
a material obligation of the Servicer for which (i) the Servicer has received
written notice of such default, (ii) such default has not been cured by the
Servicer or waived in writing and the period for cure has expired and (iii) such
default would result in a liability to the Servicer in excess of 5% of the
Servicer's Equity at such time, the Indenture Trustee may, and upon notice from
Holders

                                       35


representing at least 66-2/3% of the Adjusted Note Balance of each Class of
Notes shall, terminate, on behalf of the Noteholders, by notice in writing to
the Servicer, all of the rights and obligations of the Servicer, as Servicer
under this Indenture. The Indenture Trustee shall immediately give written
notice of such termination to the Backup Servicer.

            Unless consented to by the Holders representing at least 66-2/3% of
the Adjusted Note Balance of each Class of Notes, the Issuer may not waive any
Servicer Event of Default.

            (b)   Replacement of Servicer. From and after the receipt by the
Servicer of such written termination notice or the resignation of the Servicer
pursuant to Section 5.10 hereof, all authority and power of the Servicer under
this Indenture, whether with respect to the Timeshare Loans or otherwise, shall,
pass to and be vested in the Indenture Trustee, and the Indenture Trustee shall
be the successor Servicer hereunder and the duties and obligations of the
Servicer shall terminate. The Servicer shall perform such actions as are
reasonably necessary to assist the Indenture Trustee and the Backup Servicer in
such transfer. If the Servicer fails to undertake such action as is reasonably
necessary to effectuate such a transfer, the Indenture Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things reasonably
necessary to effect the purposes of such notice of termination. The Servicer
agrees that if it is terminated pursuant to this Section 5.4, it shall promptly
(and, in any event, no later than five (5) Business Days subsequent to its
receipt of the notice of termination from the Indenture Trustee) provide the
Indenture Trustee, the Backup Servicer or their respective designees (with
reasonable costs being borne by the Servicer) with all documents and records
(including, without limitation, those in electronic form) reasonably requested
by it to enable the Indenture Trustee to assume the Servicer's functions
hereunder and for the Backup Servicer to assume the functions required by the
Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture
Trustee in effecting the termination of the Servicer's responsibilities and
rights hereunder and the assumption by a successor of the Servicer's obligations
hereunder, including, without limitation, the transfer within one (1) Business
Day to the Indenture Trustee or its designee for administration by it of all
cash amounts which shall at the time or thereafter received by it with respect
to the Timeshare Loans (provided, however, that the Servicer shall continue to
be entitled to receive all amounts accrued or owing to it under this Indenture
on or prior to the date of such termination). The Indenture Trustee shall be
entitled to renegotiate the Servicing Fee; provided, however, no change to the
Servicing Fee may be made unless the Indenture Trustee shall have (i) submitted
a servicing fee proposal (a "NEW SERVICING FEE PROPOSAL") to S&P seeking written
confirmation as to whether or not the New Servicing Fee Proposal would result in
a qualification, downgrade or withdrawal of any rating assigned to a Class of
Notes, (ii) notified the Noteholders of S&P's response, and (iii) received the
written consent of Holders representing at least 66-2/3% of the Adjusted Note
Balance of each Class of Notes. Notwithstanding anything herein to the contrary,
in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing
Fee or for any differential in the amount of the Servicing Fee paid hereunder
and the amount necessary to induce any successor Servicer to assume the
obligations of Servicer under this Indenture.

                                       36


            The Indenture Trustee shall be entitled to be reimbursed by the
Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i)
or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its
obligations hereunder for all Servicer Termination Costs.

            The successor Servicer shall have (i) no liability with respect to
any obligation which was required to be performed by the terminated Servicer
prior to the date that the successor Servicer becomes the Servicer or any claim
of a third party based on any alleged action or inaction of the terminated
Servicer, (ii) no obligation to perform any repurchase obligations, if any, of
the Servicer, (iii) no obligation to pay any taxes required to be paid by the
Servicer, (iv) no obligation to pay any of the fees and expenses of any other
party involved in this transaction that were incurred by the prior Servicer and
(v) no liability or obligation with respect to any Servicer indemnification
obligations of any prior Servicer including the original Servicer.

            Notwithstanding anything contained in the Indenture to the contrary,
any successor Servicer is authorized to accept and rely on all of the
accounting, records (including computer records) and work of the prior Servicer
relating to the Timeshare Loans (collectively, the "PREDECESSOR SERVICER WORK
PRODUCT"), without any audit or other examination thereof, and such successor
Servicer shall have no duty, responsibility, obligation or liability for the
acts and omissions of the prior Servicer. If any error, inaccuracy, omission or
incorrect or non-standard practice or procedure (collectively, "ERRORS") exist
in any Predecessor Servicer Work Product and such Errors make it materially more
difficult to service or should cause or materially contribute to the successor
Servicer making or continuing any Errors (collectively, "CONTINUED ERRORS"), the
successor Servicer shall have no duty, responsibility, obligation or liability
for such Continued Errors; provided, however, that each successor Servicer shall
agree to use its best efforts to prevent further Continued Errors. In the event
that the successor Servicer becomes aware of Errors or Continued Errors, the
successor Servicer shall, with the prior consent of the Indenture Trustee, use
its best efforts to reconstruct and reconcile such data as is commercially
reasonable to correct such Errors and Continued Errors and to prevent future
Continued Errors and to recover its costs thereby.

            The Indenture Trustee may appoint an Affiliate as the successor
Servicer and the provisions of this Section 5.4(b) related to the Indenture
Trustee shall apply to such Affiliate.

            (c)   Any successor Servicer, including the Indenture Trustee, shall
not be deemed to be in default or to have breached its duties as successor
Servicer hereunder if the predecessor Servicer shall fail to deliver any
required deposit to the Collection Account or otherwise fail to cooperate with,
or take any actions required by such successor Servicer related to the transfer
of servicing hereunder.

      SECTION 5.5. Accountings; Statements and Reports.

            (a)   Monthly Servicer Report. Not later than two (2) Business Days
prior to the Payment Date, the Servicer shall deliver to the Issuer, the
Indenture Trustee, the Rating Agencies and the Initial Purchaser, a report (the
"MONTHLY SERVICER REPORT") substantially in the form of Exhibit D hereto,
detailing certain activity relating to the Timeshare Loans. The

                                       37


Monthly Servicer Report shall be completed with the information specified
therein for the related Due Period and shall contain such other information as
may be reasonably requested by the Issuer, the Indenture Trustee or the Initial
Purchaser in writing at least five (5) Business Days prior to such Determination
Date. Each such Monthly Servicer Report shall be accompanied by an Officer's
Certificate of the Servicer in the form of Exhibit E hereto, certifying the
accuracy of the computations reflected in such Monthly Servicer Report.

            (b)   Certification as to Compliance. The Servicer shall deliver to
the Issuer, the Indenture Trustee, the Rating Agencies and the Initial
Purchaser, an Officer's Certificate on or before April 30 of each year
commencing in 2005: (x) to the effect that a review of the activities of the
Servicer during the preceding calendar year, and of its performance under this
Indenture during such period has been made under the supervision of the officers
executing such Officer's Certificate with a view to determining whether during
such period, to the best of such officer's knowledge, the Servicer had performed
and observed all of its obligations under this Indenture, and either (A) stating
that based on such review, no Servicer Event of Default is known to have
occurred and is continuing, or (B) if such a Servicer Event of Default is known
to have occurred and is continuing, specifying such Servicer Event of Default
and the nature and status thereof.

            (c)   Annual Accountants' Reports. On or before each April 30 of
each year commencing in 2005, the Servicer shall (i) cause a firm of independent
public accountants to furnish a certificate or statement (and the Servicer shall
provide a copy of such certificate or statement to the Issuer, the Indenture
Trustee, the Rating Agencies and the Initial Purchaser), to the effect that (1)
such firm has examined and audited the Servicer's servicing controls and
procedures for the previous calendar year and that such independent public
accountants have examined certain documents and records (including computer
records) and servicing procedures of the Servicer relating to the Timeshare
Loans, (2) they have examined the most recent Monthly Servicer Report prepared
by the Servicer and three other Monthly Servicer Reports chosen at random by
such firm and compared such Monthly Servicer Reports with the information
contained in such documents and records, (3) their examination included such
tests and procedures as they considered necessary in the circumstances, (4)
their examinations and comparisons described under clauses (1) and (2) above
disclosed no exceptions which, in their opinion, were material, relating to such
Timeshare Loans or such Monthly Servicer Reports, or, if any such exceptions
were disclosed thereby, setting forth such exceptions which, in their opinion,
were material, (5) on the basis of such examinations and comparison, such firm
is of the opinion that the Servicer has, during the relevant period, serviced
the Timeshare Loans in compliance with this Indenture and the other Transaction
Documents in all material respects and that such documents and records have been
maintained in accordance with this Indenture and the other Transaction Documents
in all material respects, except in each case for (A) such exceptions as such
firm shall believe to be immaterial and (B) such other exceptions as shall be
set forth in such written report. The report will also indicate that such firm
is independent of the Servicer within the meaning of the Code of Professional
Ethics of the American Institute of Certified Public Accountants. In the event
such independent public accountants require the Indenture Trustee to agree to
the procedures to be performed by such firm in any of the reports required to be
prepared pursuant to this Section 5.5(c), the Servicer shall direct the
Indenture Trustee in

                                       38


writing to so agree; it being understood and agreed that the Indenture Trustee
will deliver such letter of agreement in conclusive reliance upon the direction
of the Servicer, and the Indenture Trustee has not made any independent inquiry
or investigation as to, and shall have no obligation or liability in respect of,
the sufficiency, validity or correctness of such procedures.

            (d)   Report on Proceedings and Servicer Event of Default. (i)
Promptly upon a Responsible Officer of the Servicer's obtaining Knowledge of any
proposed or pending investigation of it by any Governmental Authority or any
court or administrative proceeding which involves or is reasonably likely to
involve the possibility of materially and adversely affecting the properties,
business, prospects, profits or conditions (financial or otherwise) of the
Servicer and its subsidiaries, as a whole, the Servicer shall send written
notice specifying the nature of such investigation or proceeding and what action
the Servicer is taking or proposes to take with respect thereto and evaluating
its merits, or (ii) immediately upon obtaining Knowledge of the existence of any
condition or event which constitutes a Servicer Event of Default, the Servicer
shall send written notice to the Issuer, the Indenture Trustee and the Initial
Purchaser describing its nature and period of existence and what action the
Servicer is taking or proposes to take with respect thereto.

      SECTION 5.6. Records.

            The Servicer shall maintain all data for which it is responsible
(including, without limitation, computerized tapes or disks) relating directly
to or maintained in connection with the servicing of the Timeshare Loans (which
data and records shall be clearly marked to reflect that the Timeshare Loans
have been Granted to the Indenture Trustee on behalf of the Noteholders and
constitute property of the Trust Estate) at the address specified in Section
13.3 hereof or, upon fifteen (15) days' notice to the Issuer and the Indenture
Trustee, at such other place where any Servicing Officer of the Servicer is
located (or upon 24 hours' written notice if an Event of Default or Servicer
Event of Default shall have occurred).

      SECTION 5.7. Fidelity Bond and Errors and Omissions Insurance.

            The Servicer shall maintain or cause to be maintained fidelity bond
and errors and omissions insurance with respect to the Servicer in such form and
in amounts as is customary for institutions acting as custodian of funds in
respect of timeshare loans or receivables on behalf of institutional investors;
provided that such insurance shall be in a minimum amount of $1,000,000 per
policy and shall name the Indenture Trustee as an additional insured. No
provision of this Section 5.7 requiring such fidelity bond or errors and
omissions insurance shall diminish or relieve the Servicer from its duties and
obligations as set forth in this Indenture. The Servicer shall be deemed to have
complied with this provision if one of its respective Affiliates has such
fidelity bond or errors and omissions insurance coverage and, by the terms of
such fidelity bond or errors and omissions insurance policy, the coverage
afforded thereunder extends to the Servicer. Upon a request of the Indenture
Trustee, the Servicer shall deliver to the Indenture Trustee, a certification
evidencing coverage under such fidelity bond and the errors and omissions
insurance. Any such fidelity bond or errors and omissions insurance policy shall
not

                                       39


be canceled or modified in a materially adverse manner without ten (10) Business
Days' prior written notice to the Indenture Trustee.

      SECTION 5.8. Merger or Consolidation of the Servicer.

            (a)   The Servicer shall promptly provide written notice to the
Indenture Trustee and the Rating Agencies of any merger or consolidation of the
Servicer. The Servicer shall keep in full effect its existence, rights and
franchise as a corporation under the laws of the state of its incorporation
except as permitted herein, and shall obtain and preserve its qualification to
do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture or any of the Timeshare Loans and to perform
its duties under this Indenture.

            (b)   Any Person into which the Servicer may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Servicer shall be a party, or any Person succeeding
to the business of the Servicer, shall be the successor of the Servicer
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person (i)
is a company whose business includes the servicing of assets similar to the
Timeshare Loans and shall be authorized to lawfully transact business in the
state or states in which the related Timeshare Properties it is to service are
situated; (ii) is a U.S. Person, and (iii) delivers to the Indenture Trustee (1)
an agreement, in form and substance reasonably satisfactory to the Indenture
Trustee, which contains an assumption by such successor entity of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Servicer under this Indenture and the other
Transaction Documents to which the Servicer is a party and (2) an opinion of
counsel as to the enforceability of such agreement; provided, further, that the
Rating Agencies shall have confirmed that such action will not result in a
downgrade or withdrawal of any rating assigned to a Class of Notes.

      SECTION 5.9. Sub-Servicing.

            (a)   The Servicer may enter into one or more sub-servicing
agreements with a sub-servicer upon delivery to the Indenture Trustee of a
written confirmation from the Rating Agencies that the execution of such
sub-servicing agreement and the retention of such sub-servicer would not result
in the qualification, downgrade or withdrawal of any rating assigned to a Class
of Notes. References herein to actions taken or to be taken by the Servicer in
servicing the Timeshare Loans include actions taken or to be taken by a
sub-servicer on behalf of the Servicer. Any sub-servicing agreement will be upon
such terms and conditions as the Servicer may reasonably agree and as are not
inconsistent with this Indenture. The Servicer shall be solely responsible for
any sub-servicing fees due and payable to such sub-servicer.

            (b)   Notwithstanding any sub-servicing agreement, the Servicer
shall remain obligated and liable for the servicing and administering of the
Timeshare Loans in accordance with this Indenture, without diminution of such
obligation or liability by virtue of such sub-

                                       40


servicing agreement, and to the same extent and under the same terms and
conditions as if the Servicer alone were servicing and administering the
Timeshare Loans.

      SECTION 5.10. Servicer Resignation.

            The Servicer shall not resign from the duties and obligations hereby
imposed on it under this Indenture unless and until (i) a successor servicer,
acceptable to the Issuer, the Indenture Trustee and the Holders representing at
least 66-2/3% of the Adjusted Note Balance of each Class of Notes, enters into
an agreement in form and substance satisfactory to the Indenture Trustee and the
Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class
of Notes, which contains an assumption by such successor servicer of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Servicer under this Indenture from and after the
date of assumption, (ii) the Issuer, the Indenture Trustee and Holders
representing at least 66-2/3% of the Adjusted Note Balance of each Class of
Notes consent to the assumption of the duties, obligations and liabilities of
this Indenture by such successor Servicer, and (iii) the ratings of the Notes
will not be qualified, downgraded or withdrawn (as evidenced by a letter from
each Rating Agency to the Indenture Trustee to such effect, which letter shall
be obtained at the expense of the Servicer, without right of reimbursement).
Upon such resignation, the Servicer shall comply with Section 5.4(b) hereunder.

            Except as provided in the immediately preceding paragraph or
elsewhere in this Indenture, or as provided with respect to the survival of
indemnifications herein, the duties and obligations of a Servicer under this
Indenture shall continue until this Agreement shall have been terminated as
provided herein. The duties and obligations of a Servicer hereunder shall
survive the exercise by the Indenture Trustee of any right or remedy under this
Indenture or the enforcement by the Indenture Trustee of any provision of this
Indenture.

      SECTION 5.11. Fees and Expenses.

            As compensation for the performance of its obligations under this
Indenture, the Servicer shall be entitled to receive on each Payment Date, from
amounts on deposit in the Collection Account and in the priorities described in
Sections 3.2(a) and 3.4 hereof, the Servicing Fee and any Additional Servicing
Compensation. Other than Liquidation Expenses, the Servicer shall pay all
expenses incurred by it in connection with its servicing activities hereunder.

      SECTION 5.12. Access to Certain Documentation.

            Upon ten (10) Business Days' prior written notice (or, one Business
Day's prior written notice after the occurrence and during the continuance of an
Event of Default or a Servicer Event of Default), the Servicer will, from time
to time during regular business hours, as requested by the Issuer, the Indenture
Trustee or any Noteholder and, prior to the occurrence of a Servicer Event of
Default, at the expense of the Issuer or such Noteholder and upon the occurrence
and continuance of a Servicer Event of Default, at the expense of the Servicer,
permit

                                       41


the Issuer, the Indenture Trustee or any Noteholder or its agents or
representatives (i) to examine and make copies of and abstracts from all books,
records and documents (including, without limitation, computer tapes and disks)
in the possession or under the control of the Servicer relating to the servicing
of the Timeshare Loans serviced by it and (ii) to visit the offices and
properties of the Servicer for the purpose of examining such materials described
in clause (i) above, and to discuss matters relating to the Timeshare Loans with
any of the officers, employees or accountants of the Servicer having knowledge
of such matters. Nothing in this Section shall affect the obligation of the
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer to provide access to
information as a result of such obligation shall not constitute a breach of this
Section.

      SECTION 5.13. No Offset.

            Prior to the termination of this Indenture, the obligations of
Servicer under this Indenture shall not be subject to any defense, counterclaim
or right of offset which the Servicer has or may have against the Issuer, the
Indenture Trustee or any Noteholder, whether in respect of this Indenture, any
Timeshare Loan or otherwise.

      SECTION 5.14. Account Statements.

            In connection with the Servicer's preparation of the Monthly
Servicer Reports, the Indenture Trustee agrees to deliver to the Servicer a
monthly statement providing account balances of each of the Trust Accounts.

      SECTION 5.15. Indemnification; Third Party Claim.

            The Servicer agrees to indemnify the Issuer, the Indenture Trustee
and the Noteholders from and against any and all actual damages (excluding
economic losses related to the collectibility of any Timeshare Loan), claims,
reasonable attorneys' fees and related costs, judgments, and any other costs,
fees and expenses that each may sustain because of the failure of the Servicer
to service the Timeshare Loans in accordance with the Servicing Standard or
otherwise perform its obligations and duties hereunder in compliance with the
terms of this Indenture, or because of any act or omission by the Servicer due
to its negligence or willful misconduct in connection with its maintenance and
custody of any funds, documents and records under this Indenture, or its release
thereof except as contemplated by this Indenture. The Servicer shall immediately
notify the Issuer and the Indenture Trustee if it has Knowledge of a claim made
by a third party with respect to the Timeshare Loans, and, if such claim relates
to the servicing of the Timeshare Loans by the Servicer, the Servicer shall
assume, with the consent of the Indenture Trustee, the defense of any such claim
and pay all expenses in connection therewith, including reasonable counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it. This Section 5.15 shall survive the termination of this
Indenture or the resignation or removal of the Servicer hereunder.

      SECTION 5.16. Backup Servicer.

                                       42


            (a)   Backup Servicing Agreement. The Issuer, the Indenture Trustee,
the Servicer, the Depositor and the Backup Servicer hereby agree to execute the
Backup Servicing Agreement. The Backup Servicer shall be responsible for each of
the duties and obligations imposed upon it by the provisions of the Backup
Servicing Agreement and shall have no duties or obligations under any
Transaction Document to which it is not a party.

            (b)   Termination of Servicer; Cooperation. In the event that the
Servicer is terminated or resigns in accordance with the terms of this
Indenture, the Backup Servicer agrees to continue to perform it duties and
obligations hereunder and in the Backup Servicing Agreement without
interruption. The Backup Servicer agrees to cooperate in good faith with any
successor Servicer to effect a transition of the servicing obligations by the
Servicer to any successor Servicer. The Indenture Trustee agrees to provide such
information regarding the Trust Accounts as the Backup Servicer shall require to
produce the Monthly Servicer Report on and after the Assumption Date.

            (c)   Backup Servicer Duties After Assumption Date. In the event
that the Servicer is terminated or resigns in accordance with this Indenture,
the Backup Servicer agrees that it shall undertake those servicing duties and
obligations as set forth in and subject to Section 2 and Schedule V of the
Backup Servicing Agreement. Notwithstanding Section 5.9 hereof, so long as
Concord Servicing Corporation is the Backup Servicer, the Indenture Trustee, as
successor Servicer, will not be obligated or liable for the servicing and
administration activities to the extent that the Backup Servicer is responsible
for such activities under the Backup Servicing Agreement.

            (d)   Backup Servicing Fee. Prior to the Assumption Date, the Backup
Servicer should receive its Backup Servicing Fee in accordance with Sections 3.4
or 6.6, as applicable. On and after the Assumption Date, the Indenture Trustee,
as successor Servicer, will be obligated to distribute the Backup Servicing Fee
to the Backup Servicer from amounts received by the Indenture Trustee in respect
of the Servicing Fee.

            (e)   Termination of Backup Servicer. Notwithstanding anything to
the contrary herein, the Indenture Trustee shall have the right to remove the
Backup Servicer with or without cause at any time and replace the Backup
Servicer pursuant to the provisions of the Backup Servicing Agreement. In the
event that the Indenture Trustee shall exercise its rights to remove and replace
Concord Servicing Corporation as Backup Servicer or Concord Servicing
Corporation shall have terminated the Backup Servicing Agreement in accordance
with the terms thereof, Concord Servicing Corporation shall have no further
obligation to perform the duties of the Backup Servicer under this Indenture. In
the event of a termination of the Backup Servicing Agreement, the Indenture
Trustee shall appoint a successor Backup Servicer reasonably acceptable to the
Indenture Trustee. Upon the termination or resignation of the Backup Servicer,
the Indenture Trustee shall be deemed to represent, warrant and covenant that it
will service or engage a subservicer to perform each of the servicing duties and
responsibilities described in this Indenture.

                                       43


      SECTION 5.17. Aruba Notices. By July 31, 2004 (with respect to Timeshare
Loans in the Trust Estate on the Closing Date or within 30 days of the related
Transfer Date (with respect to a Subsequent Timeshare Loan or Qualified
Substitute Timeshare Loan), as the case may be, the Servicer shall confirm that
notices have been mailed out to each Obligor under a Timeshare Loan with respect
to any Resort in the country of Aruba that such Timeshare Loan has been
transferred and assigned to the Issuer and that the Issuer has in turn, pledged
such Timeshare Loan to the Indenture Trustee, in trust, for the benefit of the
Noteholders. Such notice may include any notice or notices that the Aruba
Originator's predecessors in title to the Timeshare Loan may give to the same
Obligor with respect to any transfers and assignments of the Timeshare Loan by
such predecessors. Such notice shall be in the form attached hereto as Exhibit
H, as the same may be amended, revised or substituted by the Indenture Trustee
and the Servicer from time to time.

      SECTION 5.18. Recordation. As soon as practicable after the Closing Date
or Transfer Date, as applicable (but in no event later than 10 Business Days (or
60 days with respect to Timeshare Loans for which the original Mortgages are
still at the related recording office) after such date), the Servicer shall
cause all Assignments of Mortgage in respect of the Timeshare Loans to be
recorded in the appropriate offices. The Servicer agrees to cause all evidences
of recordation to be delivered to the Custodian to be held as part of the
Timeshare Loan Files.

                                  ARTICLE VI.

                           EVENTS OF DEFAULT; REMEDIES

      SECTION 6.1. Events of Default.

            "EVENT OF DEFAULT" wherever used herein with respect to Notes, means
any one of the following events:

            (a)   a default in the making of Interest Distribution Amounts,
Principal Distribution Amounts, Deferred Interest Amounts or any other payments
in respect of any Note when such become due and payable, and continuance of such
default for three (3) Business Days;

            (b)   a non-monetary default in the performance, or breach, of any
covenant of the Issuer in this Indenture (other than a covenant dealing with a
default in the performance of which, or the breach of which, is specifically
dealt with elsewhere in this Section 6.1), the continuance of such default or
breach for a period of 30 days (or, if the Issuer shall have provided evidence
satisfactory to the Indenture Trustee that such covenant cannot be cured in the
30-day period and that it is diligently pursuing a cure, 60 days) after the
earlier of (x) the Issuer first acquiring Knowledge thereof, and (y) the
Indenture Trustee's giving written notice thereof to the Issuer; provided,
however, that if such default or breach is in respect of the negative covenants
contained in Section 8.6(a)(i) or (ii) hereof, there shall be no grace period
whatsoever; or

                                       44


            (c)   if any representation or warranty of the Issuer made in this
Indenture shall prove to be incorrect in any material respect as of the time
when the same shall have been made, and such breach is not remedied within 30
days (or, if the Issuer shall have provided evidence satisfactory to the
Indenture Trustee that such representation or warranty cannot be cured in the
30-day period and that it is diligently pursuing a cure, 60 days) after the
earlier of (x) the Issuer first acquiring Knowledge thereof, and (y) the
Indenture Trustee's giving written notice thereof to the Issuer; or

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

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

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

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

            (h)   the occurrence and continuance of a Servicer Event of Default
that is uncured for two consecutive Due Periods.

                                       45


      SECTION 6.2. Acceleration of Maturity; Rescission and Annulment.

            (a)   Upon the occurrence and continuance of an Event of Default, if
(i) such Event of Default of the kind specified in Section 6.1(d) or Section
6.1(e) above occurs, (ii) an Event of Default of the kind specified in Section
6.1(a) above occurs and (x) the Indenture Trustee has, in its good faith
judgment, determined that the value of the assets comprising the Trust Estate is
less than the Aggregate Outstanding Note Balance or (y) such Event of Default
continues for two consecutive Payment Dates, then each Class of Notes shall
automatically become due and payable at its Outstanding Note Balance together
with all accrued and unpaid interest thereon.

            (b)   Upon the occurrence and continuance of an Event of Default, if
such Event of Default is of the kind specified in Section 6.1(a) above (other
than as described in Section 6.2(a) above), the Indenture Trustee shall, upon
notice from Holders representing at least 66-2/3% of the Adjusted Note Balance
of the most senior Class of Notes then Outstanding (and, if payment of interest
and principal on the most senior Class of Notes then Outstanding is current, the
consent of the Holders representing at least 66-2/3% of the Adjusted Note
Balance of the most senior Class of Notes which has failed to receive one or
more payments of interest or principal), declare each Class of Notes to be
immediately due and payable at its Outstanding Note Balance plus all accrued and
unpaid interest thereon.

            (c)   Upon the occurrence and continuance of an Event of Default, if
such Event of Default (other than an Event of Default of the kind described in
Sections 6.2(a) or (b) above) shall occur and is continuing, the Indenture
Trustee shall, upon notice from Holders representing at least 66-2/3% of the
Adjusted Note Balance of the most senior Class of Notes then Outstanding,
declare each Class of Notes to be immediately due and payable at its Outstanding
Note Balance plus all accrued and unpaid interest thereon.

            (d)   Upon any such declaration or automatic acceleration, the
Outstanding Note Balance of each Class of Notes together with all accrued and
unpaid interest thereon shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Issuer. The Indenture Trustee shall promptly send a notice
of any declaration or automatic acceleration to each Rating Agency.

            (e)   At any time after such a declaration of acceleration has been
made but before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article provided, the
Holders representing at least 66-2/3% of the Outstanding Note Balance of the
most senior Class Outstanding (and, if the consent of another Class shall have
been required for such declaration, Holders representing at least 66-2/3% of the
Outstanding Note Balance of such Class) by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:

            (i)   the Issuer has paid or deposited with the Indenture Trustee a
      sum sufficient to pay:

                                       46


                  (1)   all principal due on any Class of Notes which has become
                        due otherwise than by such declaration of acceleration
                        and interest thereon from the date when the same first
                        became due until the date of payment or deposit,

                  (2)   all interest due with respect to any Class of Notes and,
                        to the extent that payment of such interest is lawful,
                        interest upon overdue interest from the date when the
                        same first became due until the date of payment or
                        deposit at a rate per annum equal to the applicable Note
                        Rate, and

                  (3)   all sums paid or advanced by the Indenture Trustee
                        hereunder and the reasonable compensation, expenses,
                        disbursements, and advances of each of the Indenture
                        Trustee and the Servicer, its agents and counsel;

            and

            (ii)  all Events of Default with respect to the Notes, other than
      the non-payment of the Outstanding Note Balance of each Class of Notes
      which became due solely by such declaration of acceleration, have been
      cured or waived as provided in Section 6.13 hereof.

            (f)   An automatic acceleration under Section 6.2(a) may only be
rescinded and annulled by Holders representing at least 66-2/3% of the Adjusted
Note Balance of each Class of Notes then Outstanding.

            (g)   Notwithstanding Section 6.2(d) and (e) above, (i) if the
Indenture Trustee shall have commenced making payments as described in Section
6.6, no acceleration may be rescinded or annulled and (ii) no rescission shall
affect any subsequent Events of Default or impair any rights consequent thereon.

      SECTION 6.3. Remedies.

            (a)   If an Event of Default with respect to the Notes occurs and is
continuing of which a Responsible Officer of the Indenture Trustee has
Knowledge, the Indenture Trustee shall immediately give notice to each
Noteholder as set forth in Section 7.2 and shall solicit such Noteholders for
advice. The Indenture Trustee shall then take such action as so directed by the
Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class
of Notes then Outstanding subject to the provisions of this Indenture.

            (b)   Following any acceleration of the Notes, the Indenture Trustee
shall have all of the rights, powers and remedies with respect to the Trust
Estate as are available to secured parties under the UCC or other applicable
law, subject to the limitations set forth in subsection (d) below and provided
such action is not inconsistent with any other provision of this

                                       47


Agreement. Such rights, powers and remedies may be exercised by the Indenture
Trustee in its own name as trustee of an express trust.

            (c)   (i) If an Event of Default specified in Section 6.1(a) above
occurs and is continuing, the Indenture Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Issuer
for the Aggregate Outstanding Note Balance and interest remaining unpaid with
respect to the Notes.

            (ii)  Subject to the provisions set forth herein, if an Event of
      Default occurs and is continuing, the Indenture Trustee may, in its
      discretion, and at the instruction of the Holders representing at least
      66-2/3% of the Adjusted Note Balance of each Class of Notes shall, proceed
      to protect and enforce its rights and the rights of the Noteholders by
      such appropriate judicial or other proceedings as the Indenture Trustee
      shall deem most effectual to protect and enforce any such rights, whether
      for the specific enforcement of any covenant or agreement in this
      Indenture or in aid of the exercise of any power granted herein, or to
      enforce any other proper remedy. The Indenture Trustee shall notify the
      Issuer, the Rating Agencies, the Servicer and the Noteholders of any such
      action.

            (d)   If the Indenture Trustee shall have received instructions,
within 45 days from the date notice pursuant to Section 6.3(a) is first given,
from Holders representing at least 66-2/3% of the Adjusted Note Balance of each
Class of Notes that such Persons approve of or request the liquidation of all of
the Timeshare Loans, the Indenture Trustee shall to the extent lawful, promptly
sell, dispose of or otherwise liquidate all of the Timeshare Loans in a
commercially reasonable manner and on commercially reasonable terms, which shall
include the solicitation of competitive bids from third parties including any
Noteholder (other than Bluegreen or any Affiliates thereof), such bids to be
approved by the Holders representing at least 66-2/3% of the Adjusted Note
Balance of each Class of Notes. The Indenture Trustee may obtain a prior
determination from any conservator, receiver or liquidator of the Issuer that
the terms and manner of any proposed sale, disposition or liquidation are
commercially reasonable.

      SECTION 6.4. Indenture Trustee May File Proofs of Claim.

            (a)   In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding related to the Issuer, or any other obligor in respect
of the Notes, or the property of the Issuer, or such other obligor or their
creditors, the Indenture Trustee (irrespective of whether the principal of the
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made any
demand on the Issuer for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

            (i)   to file and prove a claim for the whole amount of principal
      and interest owing and unpaid in respect of the Notes and to file such
      other papers or documents as may be necessary or advisable in order to
      have the claims of the Indenture Trustee and any predecessor Indenture
      Trustee (including any claim for the reasonable compensation,

                                       48


      expenses, disbursements and advances of the Indenture Trustee and any
      predecessor Indenture Trustee, their agents and counsel) and of the
      Noteholders allowed in such judicial proceeding;

            (ii)  to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same; and

            (iii) to participate as a member, voting or otherwise, of any
      official committee of creditors appointed in such matter;

and any custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Noteholder to make such payments to the Indenture Trustee and to pay to the
Indenture Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and any predecessor
Indenture Trustee, their agents and counsel, and any other amounts due the
Indenture Trustee and any predecessor Indenture Trustee under Section 7.6
hereof.

            (b)   Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize, consent to, accept or adopt on behalf of any
Noteholder any plan of reorganization, agreement, adjustment or composition
affecting the Notes or the rights of any Noteholder thereof or affecting the
Timeshare Loans or the other assets constituting the Trust Estate or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.

      SECTION 6.5. Indenture Trustee May Enforce Claims Without Possession of
Notes.

            All rights of action and claims under this Indenture, the Notes, the
Timeshare Loans or the other assets constituting the Trust Estate may be
prosecuted and enforced by the Indenture Trustee without the possession of any
of the Notes or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Indenture Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provisions for the payment of reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and any predecessor
Indenture Trustee, their agents and counsel, be for the benefit of the
Noteholders in respect of which such judgment has been recovered, and
distributed pursuant to the priorities contemplated by Section 3.4 and Section
6.6 hereof, as applicable.

      SECTION 6.6. Application of Money Collected.

            (a)   If a Payment Default Event shall have occurred and the
Indenture Trustee has not yet effected the remedies under Section 6.3(d) and
Section 6.16 hereof, any money collected by the Indenture Trustee in respect of
the Trust Estate and any other money that may be held thereafter by the
Indenture Trustee as security for the Notes, including, without limitation, the
amounts on deposit in the General Reserve Account, shall be applied in the
following order on each Payment Date:

                                       49


            (i)   to the Indenture Trustee, any unpaid Indenture Trustee Fees
      and any extraordinary out-of-pocket expenses of the Indenture Trustee
      related to a servicing transfer (up to $10,000 per Payment Date, and no
      more than a cumulative total of $100,000) incurred and not reimbursed as
      of such date;

            (ii)  to the Owner Trustee, any accrued and unpaid Owner Trustee
      Fees;

            (iii) to the Administrator, any accrued and unpaid Administrator
      Fees;

            (iv)  to the Custodian, any accrued and unpaid Custodian Fees;

            (v)   to the Lockbox Bank, any accrued and unpaid Lockbox Fees;

            (vi)  to the Servicer, any accrued and unpaid Servicing Fees;

            (vii) to the Backup Servicer, any accrued and unpaid Backup
      Servicing Fees;

            (viii) to the Class A Noteholders, the Class A Interest Distribution
      Amount;

            (ix)  to the Class B Noteholders, the Class B Interest Distribution
      Amount;

            (x)   to the Class C Noteholders, the Class C Interest Distribution
      Amount;

            (xi)  to the Class D Noteholders, the Class D Interest Distribution
      Amount;

            (xii) to the Class E Noteholders, the Class E Interest Distribution
      Amount;

            (xiii) to the Class A Noteholders, all remaining amounts until the
      Outstanding Note Balance of the Class A Notes is reduced to zero;

            (xiv) to the Class B Noteholders, all remaining amounts until the
      Outstanding Note Balance of the Class B Notes is reduced to zero;

            (xv)  to the Class C Noteholders, all remaining amounts until the
      Outstanding Note Balance of the Class C Notes is reduced to zero;

            (xvi) to the Class D Noteholders, all remaining amounts until the
      Outstanding Note Balance of the Class D Notes is reduced to zero;

            (xvii) to the Class E Noteholders, all remaining amounts until the
      Outstanding Note Balance of the Class E Notes is reduced to zero;

            (xviii) to (a) the Class A Noteholders, (b) the Class B Noteholders,
      (c) the Class C Noteholders, (d) the Class D Noteholders, and (e) the
      Class E Noteholders, in that order, the Deferred Interest Amount for such
      Class, if any;

                                       50


            (xix) to the Indenture Trustee, any extraordinary out-of-pocket
      expenses of the Indenture Trustee not paid in accordance with (i) above;
      and

            (xx)  to the Owner Trustee, any remaining amounts, in accordance
      with the Trust Agreement.

            (b)   If (i) (A) a Payment Default Event shall have occurred or (B)
each Class of Notes shall otherwise have been declared due and payable following
an Event of Default and (ii) the Indenture Trustee shall have effected a sale of
the Trust Estate under Section 6.3(d) and Section 6.16 hereof ((i) and (ii), a
"TRUST ESTATE LIQUIDATION EVENT"), any money collected by the Indenture Trustee
in respect of the Trust Estate and any other money that may be held thereafter
by the Indenture Trustee as security for the Notes, including without limitation
the amounts on deposit in the General Reserve Account, shall be applied in the
following order on each Payment Date:

            (i)   to the Indenture Trustee, any unpaid Indenture Trustee Fees
      and other expenses incurred and charged and unpaid as of such date;

            (ii)  to the Owner Trustee, any accrued and unpaid Owner Trustee
      Fees;

            (iii) to the Administrator, any accrued and unpaid Administrator
      Fees;

            (iv)  to the Custodian, any accrued and unpaid Custodian Fees;

            (v)   to the Lockbox Bank, any accrued and unpaid Lockbox Fees;

            (vi)  to the Servicer, any accrued and unpaid Servicing Fees;

            (vii) to the Backup Servicer, any accrued and unpaid Backup
      Servicing Fees;

            (viii) to the Class A Noteholders, the Class A Interest Distribution
      Amount;

            (ix)  to the Class A Noteholders, the Class A Deferred Interest
      Amount, if any;

            (x)   to the Class A Noteholders, all remaining amounts until the
      Outstanding Note Balance of the Class A Notes is reduced to zero;

            (xi)  to the Class B Noteholders, the Class B Interest Distribution
      Amount;

            (xii) to the Class B Noteholders, the Class B Deferred Interest
      Amount, if any;

            (xiii) to the Class B Noteholders, all remaining amounts until the
      Outstanding Note Balance of the Class B Notes is reduced to zero;

            (xiv) to the Class C Noteholders, the Class C Interest Distribution
      Amount;

                                       51


            (xv)  to the Class C Noteholders, the Class C Deferred Interest
      Amount, if any;

            (xvi) to the Class C Noteholders, all remaining amounts until the
      Outstanding Note Balance of the Class C Notes is reduced to zero;

            (xvii) to the Class D Noteholders, the Class D Interest Distribution
      Amount;

            (xviii) to the Class D Noteholders, the Class D Deferred Interest
      Amount, if any;

            (xix) to the Class D Noteholders, all remaining amounts until the
      outstanding Note Balance of the Class D Notes is reduced to zero;

            (xx)  to the Class E Noteholders, the Class E Interest Distribution
      Amount;

            (xxi) to the Class E Noteholders, the Class E Deferred Interest
      Amount, if any;

            (xxii) to the Class E Noteholders, all remaining amounts until the
      outstanding Note Balance of the Class E Notes is reduced to zero; and

            (xxiii) to the Owner Trustee, any remaining amounts, in accordance
      with the Trust Agreement.

            (c)   Notwithstanding the occurrence and continuation of an Event of
Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall
continue to be paid in the manner and priorities described in Section 3.4
hereof.

      SECTION 6.7. Limitation on Suits.

            No Noteholder shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or for any other remedy
hereunder, unless:

            (a)   there is a continuing Event of Default and such Noteholder has
previously given written notice to the Indenture Trustee of a continuing Event
of Default;

            (b)   such Noteholder or Noteholders have offered to the Indenture
Trustee reasonable indemnity (which may be in the form of written assurances)
against the costs, expenses and liabilities to be incurred in compliance with
such request;

            (c)   the Indenture Trustee, for 30 days after its receipt of such
notice, request and offer of indemnity, has failed to institute any such
proceeding; and

            (d)   no direction inconsistent with such written request has been
given to the Indenture Trustee during such 30-day period by the Holders
representing at least 66-2/3% of the Adjusted Note Balance of each Class of
Notes Outstanding;

                                       52


it being understood and intended that no one or more of such Noteholders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Noteholders, or to obtain or to seek to obtain priority or preference over
any other Noteholders or to enforce any right under this Indenture, except in
the manner herein provided and for the ratable benefit of all such Noteholders.
It is further understood and intended that so long as any portion of the Notes
remains Outstanding, the Servicer shall not have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture (other than
for the enforcement of Section 3.4 hereof) or for the appointment of a receiver
or trustee (including without limitation a proceeding under the Bankruptcy
Code), or for any other remedy hereunder. Nothing in this Section 6.7 shall be
construed as limiting the rights of otherwise qualified Noteholders to petition
a court for the removal of a Indenture Trustee pursuant to Section 7.8 hereof.

      SECTION 6.8. Unconditional Right of Noteholders to Receive Principal and
Interest.

            Notwithstanding any other provision in this Indenture, other than
the provisions hereof limiting the right to recover amounts due on the Notes to
recoveries from the property comprising the Trust Estate, the Holder of any Note
shall have the absolute and unconditional right to receive payment of the
principal of, and interest on, such Note as such payments of principal and
interest become due, including on the Stated Maturity, and such right shall not
be impaired without the consent of such Noteholder.

      SECTION 6.9. Restoration of Rights and Remedies.

            If the Indenture Trustee or any Noteholder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Indenture Trustee or to such Noteholder, then and,
in every such case, subject to any determination in such proceeding, the Issuer,
the Indenture Trustee and the Noteholders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Indenture Trustee and the Noteholders continue as though no such
proceeding had been instituted.

      SECTION 6.10. Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost, or stolen Notes in the last paragraph of
Section 2.5 hereof, no right or remedy herein conferred upon or reserved to the
Indenture Trustee or to the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

                                       53


      SECTION 6.11. Delay or Omission Not Waiver.

            No delay or omission of the Indenture Trustee or of any Holder of
any Note to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Indenture Trustee or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee or by the Noteholders, as the case may be.

      SECTION 6.12. Control by Noteholders.

            Except as may otherwise be provided in this Indenture, until such
time as the conditions specified in Sections 11.1(a)(i) and (ii) hereof have
been satisfied in full, the Holders representing at least 66-2/3% of the
Adjusted Note Balance of each Class of Notes shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Indenture Trustee, or exercising any trust or power conferred on the
Indenture Trustee, with respect to the Notes. Notwithstanding the foregoing:

            (i)   no such direction shall be in conflict with any rule of law or
      with this Indenture;

            (ii)  the Indenture Trustee shall not be required to follow any such
      direction which the Indenture Trustee reasonably believes might result in
      any personal liability on the part of the Indenture Trustee for which the
      Indenture Trustee is not adequately indemnified; and

            (iii) the Indenture Trustee may take any other action deemed proper
      by the Indenture Trustee which is not inconsistent with any such
      direction; provided that the Indenture Trustee shall give notice of any
      such action to each Noteholder.

      SECTION 6.13. Waiver of Events of Default.

            (a)   Unless a Sequential Pay Event shall have occurred, the Holders
representing at least 66-2/3% of the Adjusted Note Balance of each Class of
Notes may, by one or more instruments in writing, waive any Event of Default
hereunder and its consequences, except a continuing Event of Default:

            (i)   in respect of the payment of the principal of or interest on
      any Note (which may only be waived by the Holder of such Note), or

            (ii)  in respect of a covenant or provision hereof which under
      Article IX hereof cannot be modified or amended without the consent of the
      Holder of each Outstanding Note affected (which only may be waived by the
      Holders of all Outstanding Notes affected).

                                       54


            (b)   A copy of each waiver pursuant to Section 6.13(a) above shall
be furnished by the Issuer to the Indenture Trustee and each Noteholder. Upon
any such waiver, such Event of Default shall cease to exist and shall be deemed
to have been cured, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other Event of Default or impair any right
consequent thereon.

      SECTION 6.14. Undertaking for Costs.

            All parties to this Indenture agree (and each Holder of any Note by
its acceptance thereof shall be deemed to have agreed) that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to (i) any suit instituted by
the Indenture Trustee, (ii) to any suit instituted by any Noteholder, or group
of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of
each Class of Notes Outstanding, or (iii) to any suit instituted by any
Noteholder for the enforcement of the payment of the principal of or interest on
any Note on or after the maturities for such payments, including the Stated
Maturity, as applicable.

      SECTION 6.15. Waiver of Stay or Extension Laws.

            The Issuer covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

      SECTION 6.16. Sale of Trust Estate.

            (a)   The power to effect the sale of the Trust Estate pursuant to
Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall
have been sold or all amounts payable on the Notes shall have been paid or
losses allocated thereto and borne thereby. The Indenture Trustee may from time
to time, upon directions in accordance with Section 6.12 hereof, postpone any
public sale by public announcement made at the time and place of such sale.

            (b)   Unless required by applicable law, the Indenture Trustee shall
not sell to a third party the Trust Estate, or any portion thereof except as
permitted under Section 6.3(d) hereof.

                                       55


            (c)   In connection with a sale of the Trust Estate:

            (i)   any one or more Noteholders (other than Bluegreen or any
      Affiliates thereof) may bid for and purchase the property offered for
      sale, and upon compliance with the terms of sale may hold, retain, and
      possess and dispose of such property, without further accountability, and
      any Noteholder (other than Bluegreen or any Affiliates thereof) may, in
      paying the purchase money therefor, deliver in lieu of cash any
      Outstanding Notes or claims for interest thereon for credit in the amount
      that shall, upon distribution of the net proceeds of such sale, be payable
      thereon, and the Notes, in case the amounts so payable thereon shall be
      less than the amount due thereon, shall be returned to the Noteholders
      after being appropriately stamped to show such partial payment;

            (ii)  the Indenture Trustee shall execute and deliver an appropriate
      instrument of conveyance prepared by the Servicer transferring the
      Indenture Trustee's interest in the Trust Estate without recourse,
      representation or warranty in any portion of the Trust Estate in
      connection with a sale thereof;

            (iii) the Indenture Trustee is hereby irrevocably appointed the
      agent and attorney-in-fact of the Issuer to transfer and convey the
      Issuer's interest in any portion of the Trust Estate in connection with a
      sale thereof, and to take all action necessary to effect such sale;

            (iv)  no purchaser or transferee at such a sale shall be bound to
      ascertain the Indenture Trustee's authority, inquire into the satisfaction
      of any conditions precedent or see to the application of any moneys; and

            (v)   The method, manner, time, place and terms of any sale of the
      Trust Estate shall be commercially reasonable.

            (vi)  None of Bluegreen or its Affiliates may bid for and purchase
      the Timeshare Loans offered for sale by the Indenture Trustee in Section
      6.16(c)(i) above.

      SECTION 6.17. Action on Notes.

            The Indenture Trustee's right to seek and recover judgment on the
Notes or under this Indenture or any other Transaction Document shall not be
affected by the seeking, obtaining or application of any other relief under or
with respect to this Indenture or any other Transaction Document. Neither the
Lien of this Indenture nor any rights or remedies of the Indenture Trustee or
the Noteholders shall be impaired by the recovery of any judgment by the
Indenture Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuer. Any money or property collected by the Indenture Trustee shall be
applied in accordance with the provisions of this Indenture.

      SECTION 6.18. Performance and Enforcement of Certain Obligations.

                                       56


            Promptly following a request from the Indenture Trustee, the Issuer
shall take all such lawful action as the Indenture Trustee may request to compel
or secure the performance and observance by the Depositor, the Club Originator
and the Servicer, as applicable, of each of their respective obligations to the
Issuer under or in connection with the Sale Agreement and any other Transaction
Document and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Sale Agreement
or any other Transaction Document to the extent and in the manner directed by
the Indenture Trustee, including the transmission of notices of default on the
part of the Depositor, the Club Originator or the Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Depositor, the Club Originator or the Servicer of each
of their obligations under the Sale Agreement and the other Transaction
Documents.

                                  ARTICLE VII.

                              THE INDENTURE TRUSTEE

      SECTION 7.1. Certain Duties.

            (a)   The Indenture Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Indenture
Trustee; except as expressly set forth herein, the Indenture Trustee shall have
no obligation to monitor the performance of the Servicer under the Transaction
Documents.

            (b)   In the absence of bad faith on its part, the Indenture Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Indenture Trustee and conforming to the requirements of this Indenture; but in
the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Indenture Trustee, the Indenture
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture; provided, however, the
Indenture Trustee shall not be required to verify or recalculate the contents
thereof.

            (c)   In case an Event of Default or a Servicer Event of Default
(resulting in the appointment of the Indenture Trustee as successor Servicer)
has occurred and is continuing, the Indenture Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent Person would exercise or use
under the circumstances in the conduct of such Person's own affairs; provided,
however, that no provision in this Indenture shall be construed to limit the
obligations of the Indenture Trustee to provide notices under Section 7.2
hereof.

            (d)   The Indenture Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Noteholders pursuant to this Indenture, unless such
Noteholders shall have offered to the Indenture Trustee reasonable security or
indemnity acceptable to the Indenture Trustee (which

                                       57


may be in the form of written assurances) against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.

            (e)   No provision of this Indenture shall be construed to relieve
the Indenture Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

            (i)   this Section shall not be construed to limit the effect of
      Section 7.1(a) and (b) above;

            (ii)  the Indenture Trustee shall not be liable for any error of
      judgment made in good faith by a Responsible Officer unless it shall be
      proved that the Indenture Trustee shall have been negligent in
      ascertaining the pertinent facts; and

            (iii) the Indenture Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the written direction of the holders of the requisite principal amount of
      the outstanding Notes, or in accordance with any written direction
      delivered to it under Sections 6.2(a), (b) or (c) hereof relating to the
      time, method and place of conducting any proceeding for any remedy
      available to the Indenture Trustee, or exercising any trust or power
      conferred upon the Indenture Trustee, under this Indenture.

            (f)   Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions
of this Section 7.1.

            (g)   The Indenture Trustee makes no representations or warranties
with respect to the Timeshare Loans or the Notes or the validity or sufficiency
of any assignment of the Timeshare Loans to the Issuer or to the Trust Estate.

            (h)   Notwithstanding anything to the contrary herein, the Indenture
Trustee is not required to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

      SECTION 7.2. Notice of Events of Default.

            The Indenture Trustee shall promptly (but, in any event, within
three (3) Business Days) notify the Issuer, the Servicer, the Rating Agencies
and the Noteholders upon a Responsible Officer obtaining actual knowledge of any
event which constitutes an Event of Default or a Servicer Event of Default or
would constitute an Event of Default or a Servicer Event of Default but for the
requirement that notice be given or time elapse or both.

                                       58


      SECTION 7.3. Certain Matters Affecting the Indenture Trustee.

            Subject to the provisions of Section 7.1 hereof:

            (a)   The Indenture Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

            (b)   Any request or direction of any Noteholders, the Issuer, or
the Servicer mentioned herein shall be in writing;

            (c)   Whenever in the performance of its duties hereunder the
Indenture Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Indenture
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer's Certificate or an
opinion of counsel;

            (d)   The Indenture Trustee may consult with counsel, and the advice
of such counsel or any Opinion of Counsel shall be deemed authorization in
respect of any action taken, suffered, or omitted by it hereunder in good faith
and in reliance thereon;

            (e)   Prior to the occurrence of an Event of Default or after the
curing of all Events of Default which may have occurred, the Indenture Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper document, unless
requested in writing so to do by Noteholders representing at least 66-2/3% of
the Adjusted Note Balance of each Class of Notes; provided, however, that if the
payment within a reasonable time to the Indenture Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the reasonable opinion of the Indenture Trustee, not reasonably assured
to the Indenture Trustee by the security afforded to it by the terms of this
Indenture, the Indenture Trustee may require reasonable indemnity against such
cost, expense or liability as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Servicer or, if paid by
the Indenture Trustee, shall be reimbursed by the Servicer upon demand;

            (f)   The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian (which may be an Affiliate of the Indenture
Trustee), and the Indenture Trustee shall not be liable for any acts or
omissions of such agents, attorneys or custodians appointed with due care by it
hereunder; and

            (g)   Delivery of any reports, information and documents to the
Indenture Trustee provided for herein or any other Transaction Document is for
informational purposes

                                       59


only (unless otherwise expressly stated), and the Indenture Trustee's receipt of
such shall not constitute constructive knowledge of any information contained
therein or determinable from information contained therein, including the
Servicer's or Issuer's compliance with any of its representations, warranties or
covenants hereunder (as to which the Indenture Trustee is entitled to rely
exclusively on Officer's Certificates).

      SECTION 7.4. Indenture Trustee Not Liable for Notes or Timeshare Loans.

            (a)   The Indenture Trustee makes no representations as to the
validity or sufficiency of this Indenture or any Transaction Document, the Notes
(other than the authentication thereof) or of any Timeshare Loan. The Indenture
Trustee shall not be accountable for the use or application by the Issuer of
funds paid to the Issuer in consideration of conveyance of the Timeshare Loans
and related assets to the Trust Estate.

            (b)   The Indenture Trustee (in its capacity as Indenture Trustee)
shall have no responsibility or liability for or with respect to the validity of
any security interest in any property securing a Timeshare Loan; the existence
or validity of any Timeshare Loan, the validity of the assignment of any
Timeshare Loan to the Trust Estate or of any intervening assignment; the review
of any Timeshare Loan, any Timeshare Loan File, the completeness of any
Timeshare Loan File, the receipt by the Custodian of any Timeshare Loan or
Timeshare Loan File (it being understood that the Indenture Trustee has not
reviewed and does not intend to review such matters); the performance or
enforcement of any Timeshare Loan; the compliance by the Servicer or the Issuer
with any covenant or the breach by the Servicer or the Issuer of any warranty or
representation made hereunder or in any Transaction Document or the accuracy of
any such warranty or representation; the acts or omissions of the Servicer, the
Issuer or any Obligor; or any action of the Servicer or the Issuer taken in the
name of the Indenture Trustee.

      SECTION 7.5. Indenture Trustee May Own Notes.

            The Indenture Trustee in its individual or any other capacity may
become the owner or pledgee of Notes with the same rights as it would have if it
were not the Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar
or co-paying agent may become the owner or pledgee of Notes with the same rights
as it would have if it were not the Paying Agent, Note Registrar, co-registrar
or co-paying agent.

      SECTION 7.6. Indenture Trustee's Fees and Expenses.

            On each Payment Date, the Indenture Trustee shall be entitled to the
Indenture Trustee Fee and reimbursement of out-of-pocket expenses incurred by it
in connection with its responsibilities hereunder in the priorities provided in
Sections 3.4 or 6.6 hereof, as applicable.

      SECTION 7.7. Eligibility Requirements for Indenture Trustee.

            Other than the initial Indenture Trustee, the Indenture Trustee
hereunder shall at all times (a) be a corporation, depository institution, or
trust company organized and doing

                                       60


business under the laws of the United States of America or any state thereof
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $100,000,000, (b) be subject to supervision or
examination by federal or state authority, (c) be capable of maintaining an
Eligible Bank Account, (d) have a long-term unsecured debt rating of not less
than "Baa2" from Moody's and "BBB" from S&P, and (e) shall be acceptable to
Noteholders representing at least 66-2/3% of the Adjusted Note Balance of the
each Class of Notes. If such institution publishes reports of condition at least
annually, pursuant to or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section 7.7, the combined
capital and surplus of such institution shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Indenture Trustee shall cease to be eligible
in accordance with the provisions of this Section 7.7, the Indenture Trustee
shall resign in the manner and with the effect specified in Section 7.8 below.

      SECTION 7.8. Resignation or Removal of Indenture Trustee.

            (a)   The Indenture Trustee may at any time resign and be discharged
with respect to the Notes by giving 60 days' written notice thereof to the
Servicer, the Issuer, the Rating Agencies, the Noteholder and the Noteholders.
Upon receiving such notice of resignation, the Issuer shall promptly appoint a
successor Indenture Trustee not objected to by Noteholders representing at least
66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after
prior written notice, by written instrument, in sextuplicate, one counterpart of
which instrument shall be delivered to each of the Issuer, the Servicer, the
Rating Agencies, the Noteholders, the successor Indenture Trustee and the
predecessor Indenture Trustee. If no successor Indenture Trustee shall have been
so appointed and have accepted appointment within 60 days after the giving of
such notice of resignation, the resigning Indenture Trustee may petition any
court of competent jurisdiction for the appointment of a successor Indenture
Trustee.

            (b)   If at any time the Indenture Trustee shall cease to be
eligible in accordance with the provisions of Section 7.7 hereof and shall fail
to resign after written request therefor by the Issuer, or if at any time the
Indenture Trustee shall be legally unable to act, fails to perform in any
material respect its obligations under this Indenture, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property
shall be appointed, or any public officer shall take charge or control of the
Indenture Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Issuer or Holders
representing at least 66/2/3% of the Adjusted Note Balance of each Class of
Notes may direct the Issuer to remove the Indenture Trustee. If it removes the
Indenture Trustee under the authority of the immediately preceding sentence, the
Issuer shall promptly appoint a successor Indenture Trustee not objected to by
Holders representing at least 66/2/3% of the Adjusted Note Balance of each Class
of Notes, within 30 days after prior written notice, by written instrument, in
sextuplicate, one counterpart of which instrument shall be delivered to each of
the Issuer, the Servicer, the Noteholders, the Rating Agencies, the successor
Indenture Trustee and the predecessor Indenture Trustee.

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            (c)   Any resignation or removal of the Indenture Trustee and
appointment of a successor Indenture Trustee pursuant to any of the provisions
of this Section 7.8 shall not become effective until acceptance of appointment
by the successor Indenture Trustee as provided in Section 7.9 hereof.

      SECTION 7.9. Successor Indenture Trustee.

            (a)   Any successor Indenture Trustee appointed as provided in
Section 7.8 hereof shall execute, acknowledge and deliver to each of the
Servicer, the Issuer, the Rating Agencies, the Noteholders and to its
predecessor Indenture Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Indenture
Trustee shall become effective and such successor Indenture Trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor Indenture Trustee hereunder
with like effect as if originally named a Indenture Trustee. The predecessor
Indenture Trustee shall deliver or cause to be delivered to the successor
Indenture Trustee or its custodian any Transaction Documents and statements held
by it or its custodian hereunder; and the Servicer and the Issuer and the
predecessor Indenture Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for the full and certain vesting
and confirmation in the successor Indenture Trustee of all such rights, powers,
duties and obligations.

            (b)   In case of the appointment hereunder of a successor Indenture
Trustee with respect to the Notes, the Issuer, the retiring Indenture Trustee
and each successor Indenture Trustee with respect to the Notes shall execute and
deliver an indenture supplemental hereto wherein each successor Indenture
Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Indenture Trustee all the rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes to which the
appointment of such successor Indenture Trustee relates, (ii) if the retiring
Indenture Trustee is not retiring with respect to all Notes, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Indenture Trustee with respect
to the Notes as to which the retiring Indenture Trustee is not retiring shall
continue to be vested in the retiring Indenture Trustee, and (iii) shall add to
or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the Trust Estate hereunder by
more than one Indenture Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Indenture Trustees co-trustees
of the same allocated trust and that each such Indenture Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Indenture Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Indenture Trustee shall become effective to the extent provided
therein and each such successor Indenture Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes to which the
appointment of such successor Indenture Trustee relates; but, on request of the
Issuer or any successor Indenture Trustee, such retiring Indenture Trustee shall
duly assign, transfer and

                                       62


deliver to such successor Indenture Trustee all property and money held by such
retiring Indenture Trustee hereunder with respect to the Notes of that or those
to which the appointment of such successor Indenture Trustee relates.

            Upon request of any such successor Indenture Trustee, the Issuer
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor trustee all such rights, powers and trusts
referred to in the preceding paragraph.

            (c)   No successor Indenture Trustee shall accept appointment as
provided in this Section 7.9 unless at the time of such acceptance such
successor Indenture Trustee shall be eligible under the provisions of Section
7.7 hereof.

            (d)   Upon acceptance of appointment by a successor Indenture
Trustee as provided in this Section 7.9, the Servicer shall mail notice of the
succession of such Indenture Trustee hereunder to each Noteholder at its address
as shown in the Note Register. If the Servicer fails to mail such notice within
ten (10) days after acceptance of appointment by the successor Indenture
Trustee, the successor Indenture Trustee shall cause such notice to be mailed at
the expense of the Issuer and the Servicer.

      SECTION 7.10. Merger or Consolidation of Indenture Trustee.

            Any corporation into which the Indenture Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any corporation succeeding to the corporate trust business
of the Indenture Trustee, shall be the successor of the Indenture Trustee
hereunder, provided such corporation shall be eligible under the provisions of
Section 7.7 hereof, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

      SECTION 7.11. Appointment of Co-Indenture Trustee or Separate Indenture
Trustee.

            (a)   At any time or times for the purpose of meeting any legal
requirement of any jurisdiction in which any part of the Trust Estate may at the
time be located or in which any action of the Indenture Trustee may be required
to be performed or taken, the Indenture Trustee, the Servicer or the Holders
representing at least 66/2/3% of the Adjusted Note Balance of each Class of
Notes, by an instrument in writing signed by it or them, may appoint, at the
reasonable expense of the Issuer and the Servicer, one or more individuals or
corporations to act as separate trustee or separate trustees or co-trustee,
acting jointly with the Indenture Trustee, of all or any part of the Trust
Estate, to the full extent that local law makes it necessary for such separate
trustee or separate trustees or co-trustee acting jointly with the Indenture
Trustee to act. Notwithstanding the appointment of any separate or co-trustee,
the Indenture Trustee shall remain obligated and liable for the obligations of
the Indenture Trustee under this Indenture.

            (b)   The Indenture Trustee and, at the request of the Indenture
Trustee, the Issuer shall execute, acknowledge and deliver all such instruments
as may be required by the

                                       63


legal requirements of any jurisdiction or by any such separate trustee or
separate trustees or co-trustee for the purpose of more fully confirming such
title, rights, or duties to such separate trustee or separate trustees or
co-trustee. Upon the acceptance in writing of such appointment by any such
separate trustee or separate trustees or co-trustee, it, he, she or they shall
be vested with such title to the Trust Estate or any part thereof, and with such
rights, powers, duties and obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be
conferred or imposed upon and exercised or performed by the Indenture Trustee,
or the Indenture Trustee and such separate trustee or separate trustees or
co-trustees jointly with the Indenture Trustee subject to all the terms of this
Indenture, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations shall be exercised and performed by such
separate trustee or separate trustees or co-trustee, as the case may be. Any
separate trustee or separate trustees or co-trustee may, at any time by an
instrument in writing, constitute the Indenture Trustee its attorney-in-fact and
agent with full power and authority to do all acts and things and to exercise
all discretion on its behalf and in its name. In any case any such separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, the title to the Trust Estate and all assets, property, rights, power
duties and obligations and duties of such separate trustee or co-trustee shall,
so far as permitted by law, vest in and be exercised by the Indenture Trustee,
without the appointment of a successor to such separate trustee or co-trustee
unless and until a successor is appointed.

            (c)   All provisions of this Indenture which are for the benefit of
the Indenture Trustee shall extend to and apply to each separate trustee or
co-trustee appointed pursuant to the foregoing provisions of this Section 7.11.

            (d)   Every additional trustee and separate trustee hereunder shall,
to the extent permitted by law, be appointed and act and the Indenture Trustee
shall act, subject to the following provisions and conditions: (i) all powers,
duties and obligations and rights conferred upon the Indenture Trustee in
respect of the receipt, custody, investment and payment of monies shall be
exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties
and obligations conferred or imposed upon the Indenture Trustee shall be
conferred or imposed and exercised or performed by the Indenture Trustee and
such additional trustee or trustees and separate trustee or trustees jointly
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed, the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Timeshare Properties in any such jurisdiction) shall be exercised and performed
by such additional trustee or trustees or separate trustee or trustees; (iii) no
power hereby given to, or exercisable by, any such additional trustee or
separate trustee shall be exercised hereunder by such trustee except jointly
with, or with the consent of, the Indenture Trustee; and (iv) no trustee
hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder.

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            If at any time, the Indenture Trustee shall deem it no longer
necessary or prudent in order to conform to such law, the Indenture Trustee
shall execute and deliver all instruments and agreements necessary or proper to
remove any additional trustee or separate trustee.

            (e)   Any request, approval or consent in writing by the Indenture
Trustee to any additional trustee or separate trustee shall be sufficient
warrant to such additional trustee or separate trustee, as the case may be, to
take such action as may be so requested, approved or consented to.

            (f)   Notwithstanding any other provision of this Section 7.11, the
powers of any additional trustee or separate trustee shall not exceed those of
the Indenture Trustee hereunder.

      SECTION 7.12. Paying Agent and Note Registrar Rights.

            So long as the Indenture Trustee is the Paying Agent and Note
Registrar, the Paying Agent and Note Registrar shall be entitled to the rights,
benefits and immunities of the Indenture Trustee as set forth in Article VII to
the same extent and as fully as though named in place of the Indenture Trustee
herein. The Paying Agent shall be compensated out of the Indenture Trustee Fee.

      SECTION 7.13. Authorization.

            The Issuer hereby authorizes and directs the Indenture Trustee to
enter into the Lockbox Agreement. Pursuant to the Lockbox Agreement, the
Indenture Trustee agrees to cause to be established and maintained an account
(the "LOCKBOX ACCOUNT") for the benefit of the Noteholders. The Lockbox Account
will be titled as follows "U.S. Bank National Association, as Indenture Trustee
of BXG Receivables Note Trust 2004-B - Blocked Account", Timeshare Loan-Backed
Notes, Series 2004-B". The Indenture Trustee is authorized and directed to act
as titleholder of the Lockbox Account in accordance with the terms of the
Lockbox Agreement for the benefit of the Noteholders with interests in the funds
on deposit in such accounts. In addition, the Indenture Trustee is hereby
authorized to enter into, execute, deliver and perform under, each of the
applicable Transaction Documents and the Depository Agreement. The Lockbox Bank
will be required to transfer and will be permitted to withdraw funds from the
Lockbox Account in accordance with the Lockbox Agreement.

      SECTION 7.14. Maintenance of Office or Agency.

            The Indenture Trustee will maintain in the Borough of Manhattan, the
City of New York, an office or agency where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Indenture Trustee in respect of the Notes and this Indenture may be served.
The Indenture Trustee will give prompt written notice to the Issuer, the
Servicer and the Noteholders of the location, and of any change in the location,
of any such office or agency or shall fail to furnish the Issuer or the Servicer
with the address thereof, such surrenders, notices and demands may be made or
served at the Corporate Trust

                                       65


Office, and the Issuer hereby appoints the Indenture Trustee as its agent to
receive all such surrenders, notices and demands.

                                 ARTICLE VIII.

                             COVENANTS OF THE ISSUER

      SECTION 8.1. Payment of Principal and Interest.

            The Issuer will cause the due and punctual payment of the principal
of, and interest on, the Notes in accordance with the terms of the Notes and
this Indenture.

      SECTION 8.2. Reserved.

      SECTION 8.3. Money for Payments to Noteholders to Be Held in Trust.

            (a)   All payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Trust Accounts
pursuant to Sections 3.4 or 6.6 hereof shall be made on behalf of the Issuer by
the Indenture Trustee, and no amounts so withdrawn from the Collection Account
for payments of Notes shall be paid over to the Issuer under any circumstances,
except as provided in this Section 8.3, in Section 3.4 or Section 6.6, as the
case may be.

            (b)   In making payments hereunder, the Indenture Trustee will hold
all sums held by it for the payment of amounts due with respect to the Notes in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and pay such
sums to such Persons as herein provided.

            (c)   Except as required by applicable law, any money held by the
Indenture Trustee or the Paying Agent in trust for the payment of any amount due
with respect to any Note shall not bear interest and if remaining unclaimed for
two (2) years after such amount has become due and payable to the Noteholder
shall be discharged from such trust and, subject to applicable escheat laws, and
so long as no Event of Default has occurred and is continuing, paid to the
Issuer upon request; otherwise, such amounts shall be redeposited in the
Collection Account as Available Funds, and such Noteholder shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Indenture Trustee or the Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that the Indenture Trustee or the Paying
Agent, before being required to make any such repayment, shall cause to be
published once, at the expense and direction of the Issuer, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer. The Indenture Trustee or
the Paying Agent shall also adopt an employ, at the expense and direction of the
Issuer, any other reasonable

                                       66


means of notification of such repayment (including, but not limited to, mailing
notice of such repayment to Noteholders whose Notes have been called but have
not been surrendered for redemption or whose right to or interest in moneys due
and payable but not claimed is determinable) from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Noteholder.

            (d)   The Issuer will cause each Paying Agent to execute and deliver
to the Indenture Trustee an instrument in which such Paying Agent shall agree
with the Indenture Trustee (and if the Indenture Trustee is the Paying Agent, it
hereby so agrees), subject to the provisions of this Section 8.3, that such
Paying Agent will:

            (i)   give the Indenture Trustee notice of any occurrence that is,
      or with notice or with the lapse of time or both would become, an Event of
      Default by the Issuer of which it has actual knowledge in the making of
      any payment required to be made with respect to the Notes;

            (ii)  at any time during the continuance of any such occurrence
      described in clause (i) above, upon the written request of the Indenture
      Trustee, pay to the Indenture Trustee all sums so held in trust by such
      Paying Agent;

            (iii) immediately resign as a Paying Agent and forthwith pay to the
      Indenture Trustee all sums held by it in trust for the payment of Notes if
      at any time it ceases to meet the standards required to be met by a Paying
      Agent at the time of its appointment; and

            (iv)  comply with all requirements of the Code or any applicable
      state law with respect to the withholding from any payments made by it on
      any Notes of any applicable withholding taxes imposed thereon and with
      respect to any applicable reporting requirements in connection therewith.

            The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such monies.

      SECTION 8.4. Existence; Merger; Consolidation, etc.

            (a)   The Issuer will keep in full effect its existence, rights and
franchises as a statutory trust under the laws of the State of Delaware, and
will obtain and preserve its qualification to do business as a foreign business
trust in each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of this Indenture, the Notes or any
of the Timeshare Loans.

                                       67


            (b)   The Issuer shall at all times observe and comply in all
material respects with (i) all laws applicable to it, (ii) all requirements of
law in the declaration and payment of distributions, and (iii) all requisite and
appropriate formalities in the management of its business and affairs and the
conduct of the transactions contemplated hereby.

            (c)   The Issuer shall not (i) consolidate or merge with or into any
other Person or convey or transfer its properties and assets substantially as an
entirety to any other Person or (ii) commingle its assets with those of any
other Person.

            (d)   The Issuer shall not become an "investment company" or under
the "control" of an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended (or any successor or amendatory
statute), and the rules and regulations thereunder (taking into account not only
the general definition of the term "investment company" but also any available
exceptions to such general definition); provided, however, that the Issuer shall
be in compliance with this Section 8.4 if it shall have obtained an order
exempting it from regulation as an "investment company" so long as it is in
compliance with the conditions imposed in such order.

      SECTION 8.5. Protection of Trust Estate; Further Assurances.

            (a)   The Issuer will from time to time execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance, and other
instruments, and will take such other action as may be necessary or advisable
to:

            (i)   Grant more effectively the assets comprising all or any
      portion of the Trust Estate;

            (ii)  maintain or preserve the Lien of this Indenture or carry out
      more effectively the purposes hereof;

            (iii) publish notice of, or protect the validity of, any Grant made
      or to be made by this Indenture and perfect the security interest
      contemplated hereby in favor of the Indenture Trustee in each of the
      Timeshare Loans and all other property included in the Trust Estate;
      provided, that the Issuer shall not be required to cause the recordation
      of the Indenture Trustee's name as Lien holder on the related title
      documents for the Timeshare Properties so long as no Event of Default has
      occurred and is continuing;

            (iv)  enforce or cause the Servicer to enforce any of the Timeshare
      Loans in accordance with the Servicing Standard, provided, however, the
      Issuer will not cause the Servicer to obtain on behalf of the Indenture
      Trustee or the Noteholders, any Timeshare Property or to take any actions
      with respect to any property the result of which would adversely affect
      the interests of the Indenture Trustee or the Noteholders (including, but
      not limited to, actions which would cause the Indenture Trustee or the
      related Noteholders to be considered a holder of title,
      mortgagee-in-possession, or otherwise, or

                                       68


      an "owner" or "operator" of Property not in compliance with applicable
      environmental statutes); and

            (v)   preserve and defend title to the Timeshare Loans (including
      the right to receive all payments due or to become due thereunder), the
      interests in the Timeshare Properties, or other property included in the
      Trust Estate and preserve and defend the rights of the Indenture Trustee
      in the Trust Estate (including the right to receive all payments due or to
      become due thereunder) against the claims of all Persons and parties other
      than as permitted hereunder.

            (b)   The Issuer will not take any action and will use its
commercially reasonable efforts not to permit any action to be taken by others
that would release any Person from any of such Person's material covenants or
obligations under any instrument or agreement included in the Trust Estate or
that would result in the amendment, hypothecation, subordination, termination or
discharge of, or impair the validity or effectiveness of, any such instrument or
agreement, except as expressly provided in this Indenture or the Custodial
Agreement or such other instrument or agreement.

            (c)   The Issuer may contract with or otherwise obtain the
assistance of other Persons to assist it in performing its duties under this
Indenture, and any performance of such duties by a Person identified to the
Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to
be action taken by the Issuer, provided, however that no appointment of such
Person shall relieve the Issuer of its duties and obligations hereunder.
Initially, the Issuer has contracted with the Servicer, Indenture Trustee and
the Custodian pursuant to this Indenture to assist the Issuer in performing its
duties under this Indenture and the other Transaction Documents.

            (d)   The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Transaction
Documents and in the instruments and agreements included in the Trust Estate.

            (e)   Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the
prior written consent of the Indenture Trustee and the Noteholders representing
at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Timeshare Loan (except to the extent otherwise provided in this Indenture or in
the Timeshare Loan Documents) or the Transaction Documents, or waive timely
performance or observance by the Servicer, the Indenture Trustee, the Custodian,
the Paying Agent or the Depositor under this Indenture; and (ii) that any such
amendment shall not (A) reduce in any manner the amount of, or accelerate or
delay the timing of, distributions that are required to be made for the benefit
of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is
required to consent to any such amendment, without the consent of the
Noteholders of all the Outstanding Notes. If

                                       69


any such amendment, modification, supplement or waiver shall be so consented to
by the Indenture Trustee and the Noteholders, the Issuer agrees, promptly
following a request by the Indenture Trustee, to execute and deliver, at its own
expense, such agreements, instruments, consents and other documents as the
Indenture may deem necessary or appropriate in the circumstances.

The Issuer, upon the Issuer's failure to do so, hereby irrevocably designates
the Indenture Trustee and the Servicer, severally, its agents and
attorneys-in-fact to execute any financing statement or continuation statement
or Assignment of Mortgage required pursuant to this Section 8.5; provided,
however, that such designation shall not be deemed to create a duty in the
Indenture Trustee to monitor the compliance of the Issuer with the foregoing
covenants, and provided, further, that the duty of the Indenture Trustee or the
Servicer to execute any instrument required pursuant to this Section 8.5 shall
arise only if a Responsible Officer of the Indenture Trustee or the Servicer, as
applicable, has Knowledge of any failure of the Issuer to comply with the
provisions of this Section 8.5.

      SECTION 8.6. Additional Covenants.

            (a)   The Issuer will not:

            (i)   sell, transfer, exchange or otherwise dispose of any portion
      of the Trust Estate except as expressly permitted by this Indenture;

            (ii)  claim any credit on, or make any deduction from, the principal
      of, or interest on, any of the Notes (other than amounts properly withheld
      from such payments under the Code) or any applicable state law or assert
      any claim against any present or former Noteholder by reason of the
      payment of any taxes levied or assessed upon any portion of the Trust
      Estate; or

            (iii) engage in any business or activity other than as permitted by
      this Indenture, the Trust Agreement and the other Transaction Documents
      and any activities incidental thereto, or amend the Trust Agreement as in
      effect on the Closing Date other than in accordance with Article XI
      thereof;

            (iv)  issue debt of obligations under any indenture other than this
      Indenture;

            (v)   incur or assume, directly or indirectly, any indebtedness,
      except for such indebtedness as may be incurred by the Issuer pursuant to
      this Indenture, or guaranty any indebtedness or other obligations of any
      Person (other than the Timeshare Loans), or own, purchase, repurchase or
      acquire (or agree contingently to do so) any stock, obligations, assets or
      securities of, or any other interest in, or make any capital contribution
      to, any other Person (other than the Timeshare Loans);

            (vi)  dissolve or liquidate in whole or in part or merge or
      consolidate with any other Person;

                                       70


            (vii) (A) permit the validity or effectiveness of this Indenture or
      any Grant hereby to be impaired, or permit the Lien of this Indenture to
      be amended, hypothecated, subordinated, terminated or discharged, or
      permit any Person to be released from any covenants or obligations under
      this Indenture, except as may be expressly permitted hereby, (B) permit
      any lien, charge, security interest, mortgage or other encumbrance to be
      created on or to extend to or otherwise arise upon or burden the Trust
      Estate or any part thereof or any interest therein or the proceeds thereof
      (other than tax liens, mechanics; liens and other liens that arise by
      operation of law, in each case on any of the Resort Interests and arising
      solely as a result of an act or omission of the related Obligor) other
      than the Lien of this Indenture or (C) except as otherwise contemplated in
      this Indenture, permit the Lien of this Indenture (other than with respect
      to any Permitted Liens or such tax, mechanic's or other lien) not to
      constitute a valid first priority security interest in the Trust Estate

            (viii) take any other action or fail to take any actions which may
      cause the Issuer to be taxable as an association pursuant to Section 7701
      of the Code and the corresponding regulations, (b) a publicly traded
      partnership taxable as a corporation pursuant to Section 7704 of the Code
      and the corresponding regulations or (c) a taxable mortgage pool pursuant
      to Section 7701(i) of the Code and the corresponding regulations; and

            (ix)  change the location of its principal place of business without
      the prior notice to the Indenture Trustee and the Noteholders.

            (b)   Notice of Events of Defaults. Immediately upon the Issuer
having Knowledge of the existence of any condition or event which constitutes a
Default or an Event of Default or a Servicer Event of Default, the Issuer shall
deliver to the Indenture Trustee a written notice describing its nature and
period of existence and what action the Issuer is taking or proposes to take
with respect thereto.

            (c)   Report on Proceedings. Promptly upon the Issuer's becoming
aware of (i) any proposed or pending investigation of it by any governmental
authority or agency; or (ii) any pending or proposed court or administrative
proceeding which involves or is reasonably likely to involve the possibility of
materially and adversely affecting the properties, business, prospects, profits
or condition (financial or otherwise) of the Issuer, the Issuer shall deliver to
the Indenture Trustee a written notice specifying the nature of such
investigation or proceeding and what action the Issuer is taking or proposes to
take with respect thereto and evaluating its merits.

      SECTION 8.7. Taxes.

            The Issuer shall pay all taxes when due and payable or levied
against its assets, properties or income, including any property that is part of
the Trust Estate, except to the extent the Issuer is contesting the same in good
faith and has set aside adequate reserves in accordance with accounting
principles generally accepted in the United States for the payment thereof.

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      SECTION 8.8. Restricted Payments.

            The Issuer shall not, directly or indirectly, (i) pay any dividend
or make any distribution (by reduction of capital or otherwise), whether in
cash, property, securities or a combination thereof, to the Owner Trustee or any
owner of a beneficial interest in the Issuer or otherwise with respect to any
ownership or equity interest to security in or of the Issuer, the Club
Originator, the Depositor or to the Servicer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or
(iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, payments and
distributions to or on behalf of the Servicer, the Club Originator, the
Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders and the
Certificateholders as contemplated by, and to the extent funds are available for
such purpose under, this Indenture, the Sale Agreement, the Trust Agreement or
the other Transaction Documents. The Issuer will not, directly or indirectly,
make or cause to be made payments to or distributions from the Collection
Account except in accordance with this Indenture and the other Transaction
Documents.

      SECTION 8.9. Treatment of Notes as Debt for Tax Purposes.

            The Issuer shall treat the Notes as indebtedness for all federal,
state and local income and franchise tax purposes.

      SECTION 8.10. Further Instruments and Acts.

            Upon request of the Indenture Trustee, the Issuer will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

                                  ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

      SECTION 9.1. Supplemental Indentures.

            (a)   The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Indenture Trustee,
for any of the following purposes:

            (i)   without the consent of any Noteholder; (x) to correct or
      amplify the description of any property at any time subject to the Lien of
      this Indenture, or to better assure, convey and confirm unto the Indenture
      Trustee any property subject or required to be subjected to the Lien of
      this Indenture; provided, such action pursuant to this clause (i) shall
      not adversely affect the interests of the Noteholders in any respect; or

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                  (1)   to evidence and provide for the acceptance of
                        appointment hereunder by a successor Indenture Trustee
                        with respect to the Notes and to add to or change any of
                        the provisions of this Indenture as shall be necessary
                        to provide for or facilitate the administration of the
                        trusts hereunder by more than one Indenture Trustee,
                        pursuant to the requirements of Section 7.9 hereof; or

                  (2)   to cure any ambiguity, to correct or supplement any
                        provision herein which may be defective or inconsistent
                        with any other provision herein, or to make any other
                        provisions with respect to matters or questions arising
                        under this Indenture; provided that such action pursuant
                        to this clause (2) shall not adversely affect the
                        interests of any of the Holders of Notes.

            (b)   Notwithstanding anything to the contrary in this Section 9.1
or this Indenture, no supplement as provided for in this Section 9.1 shall cause
the Issuer to fail to be treated as a "qualified special purpose entity" as
defined in Financial Accounting Standards Board Statement No. 140 (or any
successor Financial Accounting Standards Board Statement).

            (c)   The Indenture Trustee shall promptly deliver, at least five
(5) Business Days prior to the effectiveness thereof, to each Noteholder and the
Rating Agencies, a copy of any supplemental indenture entered into pursuant to
this Section 9.1(a).

      SECTION 9.2. Supplemental Indentures with Consent of Noteholders.

            (a)   With the consent of Holders representing at least 66-2/3% of
the Adjusted Note Balance of each Class of Notes then Outstanding and by Act of
said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer
and the Indenture Trustee may, pursuant to an Issuer Order, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Noteholders under
this Indenture; provided, that no supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby,

            (i)   change the Stated Maturity of any Note or the amount of
      principal payments or interest payments due or to become due on any
      Payment Date with respect to any Note, or change the priority of payment
      thereof as set forth herein, or reduce the principal amount thereof or the
      Note Rate thereon, or change the place of payment where, or the coin or
      currency in which, any Note or the interest thereon is payable, or impair
      the right to institute suit for the enforcement of any such payment on or
      after the Stated Maturity;

            (ii)  reduce the percentage of the Outstanding Note Balance or
      Adjusted Note Balance, the consent of the Noteholders of which is required
      for any supplemental

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      indenture, for any waiver of compliance with provisions of this Indenture
      or Events of Default and their consequences;

            (iii) modify any of the provisions of this Section 9.2 or Section
      6.13 hereof except to increase any percentage of Noteholders required for
      any modification or waiver or to provide that certain other provisions of
      this Indenture cannot be modified or waived without the consent of the
      Holder of each Outstanding Note affected thereby;

            (iv)  modify or alter the provisions of the proviso to the
      definition of the term "Outstanding"; or

            (v)   permit the creation of any lien ranking prior to or on a
      parity with the Lien of this Indenture with respect to any part of the
      Trust Estate or terminate the Lien of this Indenture on any property at
      any time subject hereto or deprive any Noteholder of the security afforded
      by the Lien of this Indenture;

provided, no such supplemental indenture may modify or change any terms
whatsoever of the Indenture that could be construed as increasing the Issuer's
or the Servicer's discretion hereunder.

            (b)   The Indenture Trustee shall promptly deliver, at least five
(5) Business Days prior to the effectiveness thereof to each Noteholder and the
Rating Agencies, a copy of any supplemental indenture entered into pursuant to
Section 9.2(a) above.

      SECTION 9.3. Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture (a) pursuant to Section 9.1 of this Indenture or (b)
pursuant to Section 9.2 of this Indenture without the consent of each Holder of
the Notes to the execution of the same, or the modifications thereby of the
trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and (subject to Section 7.1 hereof) shall be, fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any
supplemental indenture which affects the Indenture Trustee's own rights, duties,
obligations, or immunities under this Indenture or otherwise.

      SECTION 9.4. Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

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      SECTION 9.5. Reference in Notes to Supplemental Indentures.

            Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Indenture Trustee, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. New Notes so
modified as to conform, in the opinion of the Indenture Trustee and the Issuer,
to any such supplemental indenture may be prepared and executed by the Issuer
and authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.

                                   ARTICLE X.

                               REDEMPTION OF NOTES

      SECTION 10.1. Optional Redemption; Election to Redeem.

            The Servicer shall have the option to redeem not less than all of
the Notes and thereby cause the early repayment of the Notes on any date after
the Optional Redemption Date by payment of an amount equal to the Redemption
Price and any amounts, fees and expenses that are required to be paid pursuant
to Section 6.6(b) hereof (unless amounts in the Trust Accounts are sufficient to
make such payments).

      SECTION 10.2. Notice to Indenture Trustee.

            The Servicer shall give written notice of its intention to redeem
the Notes to the Indenture Trustee at least fifteen (15) days prior to the
Redemption Date (unless a shorter period shall be satisfactory to the Indenture
Trustee).

      SECTION 10.3. Notice of Redemption by the Servicer.

            Notices of redemption shall be given by first class mail, postage
prepaid, mailed not less than for fifteen (15) days prior to the Redemption Date
to each Noteholder, at the address listed in the Note Register and to the Rating
Agencies. All notices of redemption shall state (a) the Redemption Date, (b) the
Redemption Price, (c) that on the Redemption Date, the Redemption Price will
become due and payable in respect of each Note, and that interest thereon shall
cease to accrue if payment is made on the Redemption Date and (d) the office of
the Indenture Trustee where the Notes are to be surrendered for payment of the
Redemption Price. Failure to give notice of redemption, or any defect therein,
to any Noteholder shall not impair or affect the validity of the redemption of
any other Note.

      SECTION 10.4. Deposit of Redemption Price.

            On or before the Business Day immediately preceding the Redemption
Date, the Servicer shall deposit with the Indenture Trustee an amount equal to
the Redemption Price and

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any amounts, fees and expenses that are required to be paid hereunder (less any
portion of such payment to be made from funds held in any of the Trust
Accounts).

      SECTION 10.5. Notes Payable on Redemption Date.

            Notice of redemption having been given as provided in Section 10.3
hereof and deposit of the Redemption Price with the Indenture Trustee having
been made as provided in Section 10.4 hereof, the Notes shall on the Redemption
Date, become due and payable at the Redemption Price, and, on such Redemption
Date, such Notes shall cease to accrue interest. The Indenture Trustee shall
apply all available funds in accordance with Section 6.6(b) hereof and the
Noteholders shall be paid the Redemption Price by the Indenture Trustee on
behalf of the Servicer upon presentment and surrender of their Notes at the
office of the Indenture Trustee. If the Servicer shall have failed to deposit
the Redemption Price with the Indenture Trustee, the principal and interest with
respect to each Class of Notes shall, until paid, continue to accrue interest at
their respective Note Rates. The Servicer's failure to deposit the Redemption
Price shall not constitute an Event of Default hereunder.

                                  ARTICLE XI.

                           SATISFACTION AND DISCHARGE

      SECTION 11.1. Satisfaction and Discharge of Indenture.

            (a)   This Indenture shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Notes herein
expressly provided for), and the Indenture Trustee, on demand of, and at the
expense of, the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:

            (i)   either:

                  (1)   all Notes theretofore authenticated and delivered (other
                        than (A) Notes which have been destroyed, lost or stolen
                        and which have been replaced or paid as provided in
                        Section 2.5 hereof and (B) Notes for whose payment money
                        has theretofore been deposited in trust or segregated
                        and held in trust by the Issuer and thereafter repaid to
                        the Issuer or discharged from such trust, as provided in
                        Section 8.3(c) hereof) have been delivered to the
                        Indenture Trustee for cancellation; or

                  (2)   the final installments of principal on all such Notes
                        not theretofore delivered to the Indenture Trustee for
                        cancellation (x) have become due and payable, or (y)
                        will become due and payable at their Stated Maturity, as
                        applicable within one year, and the Issuer has
                        irrevocably deposited or caused to be deposited with the
                        Indenture Trustee in trust an amount sufficient to pay
                        and discharge the

                                       76


                        entire indebtedness on such Notes not theretofore
                        delivered to the Indenture Trustee for cancellation, for
                        principal and interest to the date of such deposit (in
                        the case of Notes which have become due and payable) or
                        to the Stated Maturity thereof;

            (ii)  the Issuer and the Servicer have paid or caused to be paid all
      other sums payable hereunder by the Issuer and the Servicer for the
      benefit of the Noteholders and the Indenture Trustee; and

            (iii) the Issuer has delivered to the Indenture Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture have been complied with.

At such time, the Indenture Trustee shall deliver to the Issuer all cash,
securities and other property held by it as part of the Trust Estate other than
funds deposited with the Indenture Trustee pursuant to Section 11.1(a)(i) above,
for the payment and discharge of the Notes.

            (b)   Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Issuer to the Indenture Trustee under Section
7.6 hereof and, if money shall have been deposited with the Indenture Trustee
pursuant to Section 11.1(a)(i) above, the obligations of the Indenture Trustee
under Sections 11.2 and 8.3(c) hereof shall survive.

      SECTION 11.2. Application of Trust Money; Repayment of Money Held by
Paying Agent.

            Subject to the provisions of Section 8.3(c) hereof, all money
deposited with the Indenture Trustee pursuant to Sections 11.1 and 8.3 hereof
shall be held in trust and applied by the Indenture Trustee in accordance with
the provisions of the Notes, this Indenture and the Trust Agreement, to the
payment, either directly or through a Paying Agent, as the Indenture Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Indenture Trustee.

            In connection with the satisfaction and discharge of this Indenture,
all moneys than held by any Paying Agent other than the Indenture Trustee under
the provisions of this Indenture with respect to the Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.2 hereof and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.

      SECTION 11.3. Trust Termination Date.

            Upon the full application of (a) moneys deposited pursuant to this
Article 11 or (b) proceeds of the Timeshare Loans pursuant to Sections 3.4 or
6.6 hereof, the Trust Estate created by this Indenture shall be deemed to have
terminated and all Liens granted hereunder shall be released.

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                                  ARTICLE XII.

                  REPRESENTATIONS AND WARRANTIES AND COVENANTS

      SECTION 12.1. Representations and Warranties of the Issuer.

            The Issuer represents and warrants to the Indenture Trustee, the
Servicer, the Backup Servicer and the Noteholders as of the Closing Date, as
follows:

            (a)   Organization and Good Standing. The Issuer has been duly
formed and is validly existing and in good standing under the laws of the State
of Delaware, with power and authority to own its properties and to conduct its
business as presently conducted and has the power and authority to own and
convey all of its properties and to execute and deliver this Indenture and the
Transaction Documents and to perform the transactions contemplated hereby and
thereby;

            (b)   Binding Obligation. This Indenture and the Transaction
Documents to which it is a party have each been duly executed and delivered on
behalf of the Issuer and this Indenture and each Transaction Document to which
it is a party constitutes a legal, valid and binding obligation of the Issuer
enforceable in accordance with its terms except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting creditors' rights and by
general principles of equity;

            (c)   No Consents Required. No consent of, or other action by, and
no notice to or filing with, any Governmental Authority or any other party, is
required for the due execution, delivery and performance by the Issuer of this
Indenture or any of the Transaction Documents or for the perfection of or the
exercise by the Indenture Trustee or the Noteholders of any of their rights or
remedies thereunder which have not been duly obtained;

            (d)   No Violation. The consummation of the transaction contemplated
by this Indenture and the fulfillment of the terms hereof shall not conflict
with, result in any material breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the
organizational documents of the Issuer, or any indenture, agreement or other
instrument to which the Issuer is a party or by which it is bound; nor result in
the creation or imposition of any Lien upon any of its properties pursuant to
the terms of any such indenture, agreement or other instrument (other than this
Indenture);

            (e)   No Proceedings. There is no pending or, to the Issuer's
Knowledge, threatened action, suit or proceeding, nor any injunction, writ,
restraining order or other order of any nature against or affecting the Issuer,
its officers or directors, or the property of the Issuer, in any court or
tribunal, or before any arbitrator of any kind or before or by any Governmental
Authority (i) asserting the invalidity of this Indenture or any of the
Transaction Documents, (ii) seeking to prevent the sale and assignment of any
Timeshare Loan or the consummation of any of the transactions contemplated
thereby, (iii) seeking any determination or ruling that might materially and
adversely affect (A) the performance by the Issuer of this Indenture or any of
the

                                       78


Transaction Documents or the interests of the Noteholders, (B) the validity or
enforceability of this Indenture or any of the Transaction Documents, (C) any
Timeshare Loan, or (D) the Intended Tax Characterization, or (iv) asserting a
claim for payment of money adverse to the Issuer or the conduct of its business
or which is inconsistent with the due consummation of the transactions
contemplated by this Indenture or any of the Transaction Documents;

            (f)   Issuer Not Insolvent. The Issuer is solvent and will not
become insolvent after giving effect to the transactions contemplated by this
Indenture and each of the Transaction Documents;

            (g)   Name. The legal name of the Issuer is as set forth in the
signature page of this Indenture and the Issuer does not have any tradenames,
fictitious names, assumed names or "doing business as" names.

      SECTION 12.2. Representations and Warranties of the Servicer.

            The Servicer hereby represents and warrants to the Indenture
Trustee, the Issuer, the Backup Servicer and the Noteholders, as of the Closing
Date, the following:

            (a)   Organization and Authority. The Servicer:

            (i)   is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Massachusetts;

            (ii)  has all requisite power and authority to own and operate its
      properties and to conduct its business as currently conducted and as
      proposed to be conducted as contemplated by the Transaction Documents to
      which it is a party, to enter into the Transaction Documents to which it
      is a party and to perform its obligations under the Transaction Documents
      to which it is a party; and

            (iii) has made all filings and holds all material franchises,
      licenses, permits and registrations which are required under the laws of
      each jurisdiction in which the properties owned (or held under lease) by
      it or the nature of its activities makes such filings, franchises,
      licenses, permits or registrations necessary, except where the failure to
      make such filing will not have a material adverse effect on the Servicer
      activities or its ability to perform its obligations under the Transaction
      Documents.

            (b)   Place of Business. The address of the principal place of
business and chief executive office of the Servicer is 4960 Conference Way
North, Suite 100, Boca Raton, Florida 33431 and there have been no other such
locations during the immediately preceding four months.

            (c)   Compliance with Other Instruments, etc. The Servicer is not in
violation of any term of its certificate of incorporation and by-laws. The
execution, delivery and performance by the Servicer of the Transaction Documents
to which it is a party do not and will

                                       79


not (i) conflict with or violate the organizational documents of the Servicer,
(ii) conflict with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, or result in the creation of any
Lien on any of the properties or assets of the Servicer pursuant to the terms of
any instrument or agreement to which the Servicer is a party or by which it is
bound where such conflict would have a material adverse effect on the Servicer's
activities or its ability to perform its obligations under the Transaction
Documents or (iii) require any consent of or other action by any trustee or any
creditor of, any lessor to or any investor in the Servicer.

            (d)   Compliance with Law. The Servicer is in material compliance
with all statutes, laws and ordinances and all governmental rules and
regulations to which it is subject, the violation of which, either individually
or in the aggregate, could materially adversely affect its business, earnings,
properties or condition (financial or other). The internal policies and
procedures employed by the Servicer are in material compliance with all
applicable statutes, laws and ordinances and all governmental rules and
regulations. The execution, delivery and performance of the Transaction
Documents to which it is a party do not and will not cause the Servicer to be in
violation of any law or ordinance, or any order, rule or regulation, of any
federal, state, municipal or other governmental or public authority or agency
where such violation would, either individually or in the aggregate, materially
adversely affect its business, earnings, properties or condition (financial or
other).

            (e)   Pending Litigation or Other Proceedings. Except as specified
in "RISK FACTORS" in the Offering Circular, there is no pending or, to the best
of the Servicer's Knowledge, threatened action, suit, proceeding or
investigation before any court, administrative agency, arbitrator or
governmental body against or affecting the Servicer which, if decided adversely,
would materially and adversely affect (i) the condition (financial or
otherwise), business or operations of the Servicer, (ii) the ability of the
Servicer to perform its obligations under, or the validity or enforceability of
this Agreement or any other documents or transactions contemplated under this
Agreement, (iii) any property or title of any Obligor to any Property or (iv)
the Indenture Trustee's ability to foreclose or otherwise enforce the Liens of
the Timeshare Loans.

            (f)   Taxes. The Servicer has filed all tax returns (federal, state
and local) which are required to be filed and has paid all taxes related
thereto, other than those which are being contested in good faith or where the
failure to file or pay would not have a material adverse effect on the
Servicer's activities or its ability to perform its obligations under the
Transaction Documents.

            (g)   Transactions in Ordinary Course. The transactions contemplated
by this Agreement are in the ordinary course of business of the Servicer.

            (h)   Securities Laws. The Servicer is not an "investment company"
or a company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

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            (i)   Proceedings. The Servicer has taken all action necessary to
authorize the execution and delivery by it of the Transaction Documents to which
it is a party and the performance of all obligations to be performed by it under
the Transaction Documents.

            (j)   Defaults. The Servicer is not in default under any material
agreement, contract, instrument or indenture to which it is a party or by which
it or its properties is or are bound, or with respect to any order of any court,
administrative agency, arbitrator or governmental body, which default would have
a material adverse effect on the transactions contemplated hereunder; and to the
Servicer's Knowledge, no event has occurred which with notice or lapse of time
or both would constitute such a default with respect to any such agreement,
contract, instrument or indenture, or with respect to any such order of any
court, administrative agency, arbitrator or governmental body.

            (k)   Insolvency. The Servicer is solvent. Prior to the date hereof,
the Servicer did not, and is not about to, engage in any business or transaction
for which any property remaining with the Servicer would constitute an
unreasonably small amount of capital. In addition, the Servicer has not incurred
debts that would be beyond the Servicer's ability to pay as such debts matured.

            (l)   No Consents. No prior consent, approval or authorization of,
registration, qualification, designation, declaration or filing with, or notice
to any federal, state or local governmental or public authority or agency, is,
was or will be required for the valid execution, delivery and performance by the
Servicer of the Transaction Documents to which it is a party. The Servicer has
obtained all consents, approvals or authorizations of, made all declarations or
filings with, or given all notices to, all federal, state or local governmental
or public authorities or agencies which are necessary for the continued conduct
by the Servicer of its respective businesses as now conducted, other than such
consents, approvals, authorizations, declarations, filings and notices which,
neither individually nor in the aggregate, materially and adversely affect, or
in the future will materially and adversely affect, the business, earnings,
prospects, properties or condition (financial or other) of the Servicer.

            (m)   Name. The legal name of the Servicer is as set forth in the
signature page of this Indenture and the Servicer does not have any tradenames,
fictitious names, assumed names or "doing business as" names.

            (n)   Information. No document, certificate or report furnished by
the Servicer, in writing, pursuant to this Agreement or in connection with the
transactions contemplated hereby, contains or will contain when furnished any
untrue statement of a material fact or fails or will fail to state a material
fact necessary in order to make the statements contained therein, in light of
the circumstances under which they were made, not misleading. There are no facts
relating to the Servicer as of the Closing Date which when taken as a whole,
materially adversely affect the financial condition or assets or business of the
Servicer, or which may impair the ability of the Servicer to perform its
obligations under this Agreement, which have not been disclosed herein or in the
certificates and other documents furnished by or on behalf of the

                                       81


Servicer pursuant hereto or thereto specifically for use in connection with the
transactions contemplated hereby or thereby.

            (o)   Ratings. Each of the Resorts specified in Exhibit I hereto
have, as of the Closing Date, ratings at least equal to the ratings specified
therein.

            (p)   ACH Form. The Servicer has delivered a form of the ACH Form
attached to the Sale Agreement to the Backup Servicer for its review.

      SECTION 12.3. Representations and Warranties of the Indenture Trustee.

            The Indenture Trustee hereby represents and warrants to the
Servicer, the Issuer, the Backup Servicer and the Noteholders as of the Closing
Date, the following:

            (a)   The Indenture Trustee is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States.

            (b)   The execution and delivery of this Indenture and the other
Transaction Documents to which the Indenture Trustee is a party, and the
performance and compliance with the terms of this Indenture and the other
Transaction Documents to which the Indenture Trustee is a party by the Indenture
Trustee, will not violate the Indenture Trustee's organizational documents or
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in a breach of, any material
agreement or other material instrument to which it is a party or by which it is
bound.

            (c)   Except to the extent that the laws of certain jurisdictions in
which any part of the Trust Estate may be located require that a co-trustee or
separate trustee be appointed to act with respect to such property as
contemplated herein, the Indenture Trustee has the full power and authority to
carry on its business as now being conducted and to enter into and consummate
all transactions contemplated by this Indenture and the other Transaction
Documents, has duly authorized the execution, delivery and performance of this
Indenture and the other Transaction Documents to which it is a party, and has
duly executed and delivered this Indenture and the other Transaction Documents
to which it is a party.

            (d)   This Indenture, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid and binding obligation
of the Indenture Trustee, enforceable against the Indenture Trustee in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors' rights generally and the rights of creditors of banks and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.

            (e)   The Indenture Trustee is not in violation of, and its
execution and delivery of this Indenture and the other Transaction Documents to
which it is a party and its performance and compliance with the terms of this
Indenture and the other Transaction Documents to which it

                                       82


is a party will not constitute a violation of, any law, any order or decree of
any court or arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation, in the Indenture
Trustee's good faith and reasonable judgment, is likely to affect materially and
adversely the ability of the Indenture Trustee to perform its obligations under
any Transaction Document to which it is a party.

            (f)   No litigation is pending or, to the best of the Indenture
Trustee's knowledge, threatened against the Indenture Trustee that, if
determined adversely to the Indenture Trustee, would prohibit the Indenture
Trustee from entering into any Transaction Document to which it is a party or,
in the Indenture Trustee's good faith and reasonable judgment, is likely to
materially and adversely affect the ability of the Indenture Trustee to perform
its obligations under any Transaction Document to which it is a party.

            (g)   Any consent, approval, authorization or order of any court or
governmental agency or body required for the execution, delivery and performance
by the Indenture Trustee of or compliance by the Indenture Trustee with the
Transaction Documents to which it is a party or the consummation of the
transactions contemplated by the Transaction Documents has been obtained and is
effective.

      SECTION 12.4. Multiple Roles.

            The parties expressly acknowledge and consent to U.S. Bank National
Association, acting in the multiple roles of Indenture Trustee, the Paying
Agent, the successor Servicer (in the event the Backup Servicer shall not serve
as the successor Servicer) and the Custodian. U.S. Bank National Association
may, in such capacities, discharge its separate functions fully, without
hindrance or regard to conflict of interest principles, duty of loyalty
principles or other breach of fiduciary duties to the extent that any such
conflict or breach arises from the performance by U.S. Bank National Association
of express duties set forth in this Indenture in any of such capacities, all of
which defenses, claims or assertions are hereby expressly waived by the other
parties hereto, except in the case of negligence (other than errors in judgment)
and willful misconduct by U.S. Bank National Association.

      SECTION 12.5. [Reserved].

      SECTION 12.6. Covenants of the Club Trustee.

            Until the date on which each Class of Notes has been paid in full,
the Club Trustee hereby covenants that:

            (a)   No Conveyance. The Club Trustee agrees not to convey any
Resort Interest (as defined in the Club Trust Agreement) in the Club relating to
a Timeshare Loan unless the Indenture Trustee shall have issued an instruction
to the Club Trustee pursuant to Section 8.07(c) of the Club Trust Agreement in
connection with its exercise of its rights as an Interest Holder Beneficiary (as
defined in the Club Trust Agreement) under Section 7.02 of the Club Trust
Agreement.

                                       83


            (b)   Separate Corporate Existence. The Club Trustee shall:

            (i)   Maintain its own deposit account or accounts, separate from
      those of any Affiliate, with commercial banking institutions. The funds of
      the Club Trustee will not be diverted to any other Person or for other
      than trust or corporate uses of the Club Trustee, as applicable.

            (ii)  Ensure that, to the extent that it shares the same officers or
      other employees as any of its stockholders, beneficiaries or Affiliates,
      the salaries of and the expenses related to providing benefits to such
      officers and other employees shall be fairly allocated among such
      entities, and each such entity shall bear its fair share of the salary and
      benefit costs associated with all such common officers and employees.

            (iii) Ensure that, to the extent that the Club Trustee and the
      Servicer (together with their respective stockholders or Affiliates)
      jointly do business with vendors or service providers or share overhead
      expenses, the costs incurred in so doing shall be allocated fairly among
      such entities, and each such entity shall bear its fair share of such
      costs. To the extent that the Club Trustee and the Servicer (together with
      their respective stockholders or Affiliates) do business with vendors or
      service providers when the goods and services provided are partially for
      the benefit of any other Person, the costs incurred in so doing shall be
      fairly allocated to or among such entities for whose benefit the goods and
      services are provided, and each such entity shall bear its fair share of
      such costs. All material transactions between Club Trustee and any of its
      Affiliates shall be only on an arms' length basis.

            (iv)  To the extent that the Club Trustee and any of its
      stockholders, beneficiaries or Affiliates have offices in the same
      location, there shall be a fair and appropriate allocation of overhead
      costs among them, and each such entity shall bear its fair share of such
      expenses.

            (v)   Conduct its affairs strictly in accordance with the Club Trust
      Agreement or its amended and restated articles of incorporation, as
      applicable, and observe all necessary, appropriate and customary corporate
      formalities, including, but not limited to, holding all regular and
      special stockholders', trustees' and directors' meetings appropriate to
      authorize all trust and corporate action, keeping separate and accurate
      minutes of its meetings, passing all resolutions or consents necessary to
      authorize actions taken or to be taken, and maintaining accurate and
      separate books, records and accounts, including, but not limited to,
      payroll and intercompany transaction accounts.

            (c)   Merger or Consolidation. The Club Trustee shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an

                                       84


entirety to any Person unless the corporation formed by such consolidation or
into which the Club Trustee, as the case may be, has merged or the Person which
acquires by conveyance, transfer or lease substantially all the assets of the
Club Trustee, as the case may be, as an entirety, can lawfully perform the
obligations of the Club Trustee hereunder and executes and delivers to the
Indenture Trustee an agreement in form and substance reasonably satisfactory to
the Indenture Trustee which contains an assumption by such successor entity of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Club Trustee under this Indenture.

            (d)   Corporate Matters. Notwithstanding any other provision of this
Section and any provision of law, the Club Trustee shall not do any of the
following:

                        (i)   engage in any business or activity other than as
                  set forth herein or in or as contemplated by the Club Trust
                  Agreement or its amended and restated articles of
                  incorporation, as applicable;

                        (ii)  without the affirmative vote of a majority of the
                  members of the board of directors (or Persons performing
                  similar functions) of the Club Trustee (which must include the
                  affirmative vote of at least one duly appointed Independent
                  Director (as defined in the Club Trust Agreement)), (A)
                  dissolve or liquidate, in whole or in part, or institute
                  proceedings to be adjudicated bankrupt or insolvent, (B)
                  consent to the institution of bankruptcy or insolvency
                  proceedings against it, (C) file a petition seeking or consent
                  to reorganization or relief under any applicable federal or
                  state law relating to bankruptcy, (D) consent to the
                  appointment of a receiver, liquidator, assignee, trustee,
                  sequestrator (or other similar official) of the corporation or
                  a substantial part of its property, (E) make a general
                  assignment for the benefit of creditors, (F) admit in writing
                  its inability to pay its debts generally as they become due,
                  (G) terminate the Club Managing Entity as manager under the
                  Club Management Agreement or (H) take any corporate action in
                  furtherance of the actions set forth in clauses (A) through
                  (G) above; provided, however, that no director may be required
                  by any shareholder or beneficiary of the Club Trustee to
                  consent to the institution of bankruptcy or insolvency
                  proceedings against the Club Trustee so long as it is solvent;

                        (iii) merge or consolidate with any other corporation,
                  company or entity or sell all or substantially all of its
                  assets or acquire all or substantially all of the assets or
                  capital stock or other ownership interest of any other
                  corporation, company or entity; or

                        (iv)  with respect to the Club Trustee, amend or
                  otherwise modify its amended and restated articles of
                  incorporation or any definitions

                                       85


                  contained therein in a manner adverse to the Indenture Trustee
                  or any Noteholder without the prior written consent of the
                  Agent.

            (e)   The Club Trustee shall not incur any indebtedness other than
(i) trade payables and operating expenses (including taxes) incurred in the
ordinary course of business or (ii) in connection with servicing Resort
Interests included in the Club's trust estate in the ordinary course of business
consistent with past practices; provided, that in no event shall the Club
Trustee incur indebtedness for borrowed money.

      SECTION 12.7. Representations and Warranties of the Backup Servicer.

            The Backup Servicer hereby represents and warrants to the Indenture
Trustee, the Issuer, the Servicer and the Noteholders, as of the Closing Date,
the following

            (i)   is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Arizona;

            (ii)  has all requisite power and authority to own and operate its
      properties and to conduct its business as currently conducted and as
      proposed to be conducted as contemplated by the Transaction Documents to
      which it is a party, to enter into the Transaction Documents to which it
      is a party and to perform its obligations under the Transaction Documents
      to which it is a party; and

            (iii) has made all filings and holds all material franchises,
      licenses, permits and registrations which are required under the laws of
      each jurisdiction in which the properties owned (or held under lease) by
      it or the nature of its activities makes such filings, franchises,
      licenses, permits or registrations necessary, except where the failure to
      make such filing will not have a material adverse effect on the Backup
      Servicer activities or its ability to perform its obligations under the
      Transaction Documents.

            (b)   Place of Business. The address of the principal place of
business and chief executive office of the Backup Servicer is as set forth in
Section 13.3 and there have been no other such locations during the immediately
preceding four months.

            (c)   Compliance with Other Instruments, etc. The Backup Servicer is
not in violation of any term of its certificate of incorporation and by-laws.
The execution, delivery and performance by the Backup Servicer of the
Transaction Documents to which it is a party do not and will not (i) conflict
with or violate the organizational documents of the Backup Servicer, (ii)
conflict with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, or result in the creation of any
Lien on any of the properties or assets of the Backup Servicer pursuant to the
terms of any instrument or agreement to which the Backup Servicer is a party or
by which it is bound where such conflict would have a material adverse effect on
the Backup Servicer's activities or its ability to perform its obligations under
the Transaction Documents or (iii) require any consent of or other action by any
trustee or any creditor of, any lessor to or any investor in the Servicer.

                                       86


            (d)   Compliance with Law. The Backup Servicer is in material
compliance with all statutes, laws and ordinances and all governmental rules and
regulations to which it is subject, the violation of which, either individually
or in the aggregate, could materially adversely affect its business, earnings,
properties or condition (financial or other). The internal policies and
procedures employed by the Backup Servicer are in material compliance with all
applicable statutes, laws and ordinances and all governmental rules and
regulations. The execution, delivery and performance of the Transaction
Documents to which it is a party do not and will not cause the Backup Servicer
to be in violation of any law or ordinance, or any order, rule or regulation, of
any federal, state, municipal or other governmental or public authority or
agency where such violation would, either individually or in the aggregate,
materially adversely affect its business, earnings, properties or condition
(financial or other).

            (e)   Pending Litigation or Other Proceedings. There is no pending
or, to the best of the Backup Servicer's Knowledge, threatened action, suit,
proceeding or investigation before any court, administrative agency, arbitrator
or governmental body against or affecting the Backup Servicer which, if decided
adversely, would materially and adversely affect (i) the condition (financial or
otherwise), business or operations of the Backup Servicer, (ii) the ability of
the Backup Servicer to perform its obligations under, or the validity or
enforceability of this Agreement or any other documents or transactions
contemplated under this Agreement, (iii) any property or title of any Obligor to
any Property or (iv) the Indenture Trustee's ability to foreclose or otherwise
enforce the Liens of the Timeshare Loans.

            (f)   Taxes. The Backup Servicer has filed all tax returns (federal,
state and local) which are required to be filed and has paid all taxes related
thereto, other than those which are being contested in good faith or where the
failure to file or pay would not have a material adverse effect on the Backup
Servicer's activities or its ability to perform its obligations under the
Transaction Documents.

            (g)   Transactions in Ordinary Course. The transactions contemplated
by this Agreement are in the ordinary course of business of the Backup Servicer.

            (h)   Securities Laws. The Backup Servicer is not an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

            (i)   Proceedings. The Backup Servicer has taken all action
necessary to authorize the execution and delivery by it of the Transaction
Documents to which it is a party and the performance of all obligations to be
performed by it under the Transaction Documents.

            (j)   Defaults. The Backup Servicer is not in default under any
material agreement, contract, instrument or indenture to which it is a party or
by which it or its properties is or are bound, or with respect to any order of
any court, administrative agency, arbitrator or governmental body, which default
would have a material adverse effect on the transactions contemplated hereunder;
and to the Backup Servicer's Knowledge, no event has occurred which with notice
or lapse of time or both would constitute such a default with respect to any
such

                                       87


agreement, contract, instrument or indenture, or with respect to any such order
of any court, administrative agency, arbitrator or governmental body.

            (k)   Insolvency. The Backup Servicer is solvent. Prior to the date
hereof, the Backup Servicer did not, and is not about to, engage in any business
or transaction for which any property remaining with the Backup Servicer would
constitute an unreasonably small amount of capital. In addition, the Backup
Servicer has not incurred debts that would be beyond the Backup Servicer's
ability to pay as such debts matured.

            (l)   No Consents. No prior consent, approval or authorization of,
registration, qualification, designation, declaration or filing with, or notice
to any federal, state or local governmental or public authority or agency, is,
was or will be required for the valid execution, delivery and performance by the
Backup Servicer of the Transaction Documents to which it is a party. The Backup
Servicer has obtained all consents, approvals or authorizations of, made all
declarations or filings with, or given all notices to, all federal, state or
local governmental or public authorities or agencies which are necessary for the
continued conduct by the Backup Servicer of its respective businesses as now
conducted, other than such consents, approvals, authorizations, declarations,
filings and notices which, neither individually nor in the aggregate, materially
and adversely affect, or in the future will materially and adversely affect, the
business, earnings, prospects, properties or condition (financial or other) of
the Backup Servicer.

            (m)   Name. The legal name of the Backup Servicer is as set forth in
the signature page of this Indenture, and the Backup Servicer does not have any
tradenames, fictitious names, assumed names or "doing business as" names.

            (n)   Information. No document, certificate or report furnished by
the Backup Servicer, in writing, pursuant to this Agreement or in connection
with the transactions contemplated hereby, contains or will contain when
furnished any untrue statement of a material fact or fails or will fail to state
a material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they were made, not misleading. There are
no facts relating to the Backup Servicer as of the Closing Date which when taken
as a whole, materially adversely affect the financial condition or assets or
business of the Backup Servicer, or which may impair the ability of the Backup
Servicer to perform its obligations under this Agreement or any other
Transaction Document to which it is a party, which have not been disclosed
herein or in the certificates and other documents furnished by or on behalf of
the Servicer pursuant hereto or thereto specifically for use in connection with
the transactions contemplated hereby or thereby.

                                       88


                                 ARTICLE XIII.

                                  MISCELLANEOUS

      SECTION 13.1. Officer's Certificate and Opinion of Counsel as to
Conditions Precedent.

            Upon any request or application by the Issuer (or any other obligor
in respect of the Notes) to the Indenture Trustee to take any action under this
Indenture, the Issuer (or such other obligor) shall furnish to the Indenture
Trustee:

            (a)   an Officer's Certificate (which shall include the statements
set forth in Section 13.2 hereof) stating that all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and

            (b)   at the request of the Indenture Trustee, an Opinion of Counsel
(which shall include the statements set forth in Section 13.2 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been complied with.

      SECTION 13.2. Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

            (a)   a statement that the Person making such certificate or opinion
has read such covenant or condition;

            (b)   a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

            (c)   a statement that, in the opinion of such Person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

            (d)   a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

      SECTION 13.3. Notices.

            (a)   All communications, instructions, directions and notices to
the parties thereto shall be (i) in writing (which may be by telecopy, followed
by delivery of original documentation within one Business Day), (ii) effective
when received and (iii) delivered or mailed first class mail, postage prepaid to
it at the following address:

                                       89


                        If to the Issuer:

                        BXG Receivables Note Trust 2004-B
                        c/o Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, Delaware 19890-0001
                        Attention: Corporate Trust Administration
                        Telecopier No.: (302) 651-8882

                        with a copy to:

                        Akerman Senterfitt
                        One Southeast Third Avenue
                        Miami, Florida 33131
                        Attention:  Milton A. Vescovacci, Esq.
                        Telecopier No.: (305) 374-5600

                        If to the Club Trustee:

                        Vacation Trust, Inc.
                        4950 Blue Lake Drive
                        Suite 400
                        Boca Raton, Florida 33431
                        Attention: James R. Martin
                        Telecopier No.: (561) 912-7999

                        If to the Servicer:

                        Bluegreen Corporation
                        4960 Conference Way North, Suite 100
                        Boca Raton, Florida 33431
                        Attention:  John Chiste, Senior Vice President
                        Telecopier No.: (561) 912-7915

                        with a copy to:

                        Akerman Senterfitt
                        One Southeast Third Avenue
                        Miami, Florida 33131
                        Attention:  Milton A. Vescovacci, Esq.
                        Telecopier No.: (305) 374-5600

                        If to the Backup Servicer:

                                       90


                        Concord Servicing Corporation
                        6560 North Scottsdale Road
                        Suite G-100
                        Scottsdale, Arizona 85253
                        Facsimile Number.: (480) 951-8879
                        Attention: Frederick G. Pink, Esq.

                        If to the Indenture Trustee and Paying Agent:

                        U.S. Bank National Association
                        60 Livingston Avenue
                        EP-MN-WS3D
                        St. Paul, Minnesota 55107
                        Attention: Corporate Trust Services/Asset-Backed
                        Administration
                        Facsimile Number: (651) 244-0089
                        Telephone Number: (651) 244-0011

                        If to the Rating Agencies:

                        Moody's Investors Service, Inc.
                        99 Church Street
                        New York, New York  10004
                        Attention: Residential Mortgage Pass-Through
                        Surveillance Group

                        Standard & Poor's, a division of the McGraw-Hill
                        Companies, Inc.
                        55 Water Street, 41st Floor
                        New York, New York  10041-0003
                        Attention: ABS Surveillance

or at such other address as the party may designate by notice to the other
parties hereto, which shall be effective when received.

            (b)   All communications and notices described hereunder to a
Noteholder shall be in writing and delivered or mailed first class mail, postage
prepaid or overnight courier at the address shown in the Note Register. The
Indenture Trustee agrees to deliver or mail to each Noteholder upon receipt, all
notices and reports that the Indenture Trustee may receive hereunder and under
any Transaction Documents. Unless otherwise provided herein, the Indenture
Trustee may consent to any requests received under such documents or, at its
option, follow the directions of Holders representing at least 66-2/3% of the
Adjusted Note Balance of each Class of Notes within 30 days after prior written
notice to the Noteholders. All notices to Noteholders (or any Class thereof)
shall be sent simultaneously. Expenses for such communications and notices shall
be borne by the Servicer.

                                       91


      SECTION 13.4. No Proceedings.

            The Noteholders, the Servicer, the Indenture Trustee, the Custodian,
the Club Trustee and the Backup Servicer each hereby agrees that it will not,
directly or indirectly institute, or cause to be instituted, against the Issuer,
the Trust Estate or the Depositor any proceeding of the type referred to in
Sections 6.1(d) and (e) hereof, so long as there shall not have elapsed one year
plus one day after payment in full of the Notes.

      SECTION 13.5. Limitation of Liability of Owner Trustee.

            Notwithstanding anything contained herein or in any other
Transaction Document to the contrary, it is expressly understood and agreed by
the parties hereto that (a) this Indenture is executed and delivered by
Wilmington Trust Company, not individually or personally, but solely as Owner
Trustee on behalf of the Issuer, in the exercise of the powers and authority
conferred and vested in it under the Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as a personal representation, undertaking or
agreement by Wilmington Trust Company but is made and intended for the purpose
for binding only the Issuer and the Trust Estate, and (c) under no circumstances
shall Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Indenture or any other related documents.

                                       92


            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                  BXG RECEIVABLES NOTE TRUST 2004-B,

                                  By: Wilmington Trust Company, as Owner Trustee

                                  By: /S/ JANET R. HAVRILLA
                                  Printed Name: Janet R. Havrilla
                                  Title: Financial Services Officer

                                  BLUEGREEN CORPORATION,
                                  as Servicer

                                  By: /S/ JOHN F. CHISTE
                                  Printed Name: John F. Chiste

                                  Title: Senior Vice President,
                                         Chief Financial Officer
                                         and Treasurer

                                  CONCORD SERVICING CORPORATION,
                                  as Backup Servicer

                                  By: /S/ FRED G. PINK
                                  Printed Name: Fred G. Pink
                                  Title: Vice President and
                                         General Counsel:

                                  VACATION TRUST, INC.,
                                  as Club Trustee

                                  By: /S/ SHARI A. BASYE
                                  Printed Name: Shari A. Basye
                                  Title: Secretary/Treasurer

                                  U.S. BANK NATIONAL ASSOCIATION,
                                  as Indenture Trustee

                                  By: /S/ TAMARA SCHULTZ-FUGH
                                  Printed Name: Tamara Schultz- Fugh
                                  Title: Vice President

                                       93


                         INVESTOR REPRESENTATION LETTER

                        BXG RECEIVABLES NOTE TRUST 2004-B
              Timeshare Loan-Backed Notes, Series 2004-B, Class ___

BXG Receivables Note Trust 2004-B
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Square
Wilmington, Delaware 19810

U.S. Bank National Association, as Indenture Trustee
60 Livingston Avenue
St. Paul, Minnesota 55107
Ladies and Gentlemen:

            ______________________ (the "Purchaser") hereby represents and
warrants to you in connection with its purchase of $_________ in principal
amount of the above-captioned notes (the "Notes") as follows:

            1. The Purchaser (A)(i) is a qualified institutional buyer, and has
delivered to you the certificate substantially in the form attached hereto as
Annex I or Annex II, as applicable, (ii) is aware that the sale to it is being
made in reliance on Rule 144A of the Securities Act of 1933, as amended (the
"Securities Act"), and (iii) is acquiring the Notes for its own account or for
the account of a qualified institutional buyer. The Purchaser is purchasing the
Notes for investment purposes and not with a view to, or for, offer or sale in
connection with a public distribution or in any other manner that would violate
the Securities Act or applicable state securities laws.

            2. The Purchaser understands that the Notes are being offered in a
transaction not involving any public offering in the United States within the
meaning of the Securities Act, that the Notes have not been and will not be
registered under the Securities Act and that (A) if in the future it decides to
offer, resell, pledge or otherwise transfer any of the Notes, such Notes may be
offered, resold, pledged or otherwise transferred only (i) in the United States
to a person whom the seller reasonably believes is a qualified institutional
buyer in a transaction meeting the requirements of Rule 144A of the Securities
Act, (ii) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 (if available), or (iii) pursuant to an effective
registration statement under the Securities Act, in each of cases (i) through
(iii) in accordance with any applicable securities laws of any State of the
United States, and that (B) the Purchaser will, and each subsequent holder is
required to, notify any subsequent purchaser of such Notes from it of the resale
restrictions referred to in (A) above.

            3. The Purchaser understands that the Notes will, until the
expiration of the applicable holding period with respect to the Notes set forth
in Rule 144(k) of the Securities Act, unless otherwise agreed by the Issuer and
the Holder thereof, bear a legend substantially to the following effect:

            THIS NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

            THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT
OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE

                                       94


TRANSFERRED ONLY (1) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (1) THROUGH (3) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

            4. If the Purchaser is purchasing any Notes as a fiduciary or agent
for one or more investor accounts, it has sole investment discretion with
respect to each such account and has full power to make acknowledgments,
representations and agreements contained herein on behalf of such account(s).

            5. Reference is made to the Offering Circular, dated July 1, 2004,
related to the Notes. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Offering Circular. The
Purchaser has received a copy of the Offering Circular and such other
information, if any, requested by the Purchaser, has had full opportunity to
review such information and has received information necessary to verify such
information. The Purchaser represents that in making its investment decision to
acquire the Notes, the Purchaser has not relied on representations, warranties,
opinions, projections, financial or other information or analysis, if any,
supplied to it by any person, including the addressees of this letter, except as
expressly contained in the Offering Circular and in the other written
information, if any, referred to in the preceding sentence. The Purchaser
acknowledges that it has read and agreed to the matters stated on pages (v) and
(vi) of the Offering Circular and information therein, including the
restrictions on duplication and circulation of the Offering Circular.

            6. The Purchaser (i) has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its
investment in the Notes, and (ii) has the ability to bear the economic risks of
its prospective investment and can afford the complete loss of such investment.

            7. The Purchaser understands that the Issuer, the Initial Purchasers
and others will rely upon the truth and accuracy of the foregoing
acknowledgments, representations and agreements contained in this letter and
agrees that if any of the acknowledgments, representations or agreements deemed
to have been made by it are no longer accurate, it will promptly notify the
Issuer and the Initial Purchasers. If it is acquiring any Notes as a fiduciary
or agent for one or more investor accounts, it represents that it has sole
investment discretion with respect to each such account and it has full power to
make the foregoing acknowledgments, representations and agreements contained in
this letter on behalf of such account.

            8. The Notes may not be sold or transferred to, and each Purchaser
by its purchase of the Notes shall be deemed to have represented and covenanted
that it is not acquiring the Notes for or on behalf of or with the assets of,
and will not transfer the Notes to, any employee benefit plan as defined in
Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), that is subject to Title I of ERISA or any other "plan" as defined in
Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the
"CODE"), that is subject to Section 4975 of the Code or any plan that is subject
to any substantially similar provision of federal, state or local law ("SIMILAR
LAW"), except that such purchase for or on behalf of or with assets of a plan
shall be permitted:

            (i)   to the extent such purchase is made by or on behalf of a bank
collective investment fund maintained by the Purchaser in which no plan
(together with any other plans maintained by the same employer or employee
organization) has an interest in excess of 10% of the total assets in such
collective investment fund, and the other applicable conditions of Prohibited
Transaction Class Exemption 91-38 issued by the Department of Labor are
satisfied as of the date of acquisition of the Notes and all such conditions
will continue to be satisfied thereafter;

                                       95


            (ii)  to the extent such purchase is made by or on behalf of an
insurance company pooled separate account maintained by the Purchaser in which
no plan (together with any other plans maintained by the same employer or
employee organization) has an interest in excess of 10% of the total of all
assets in such pooled separate account, and the other applicable conditions of
Prohibited Transaction Class Exemption 90-1 issued by the Department of Labor
are satisfied as of the date of acquisition of the Notes and all such conditions
will continue to be satisfied thereafter;

            (iii) to the extent such purchase is made on behalf of a plan by a
"qualified professional asset manager", as such term is described and used in
Prohibited Transaction Class Exemption 84-14 issued by the Department of Labor,
and the assets of such plan when combined with the assets of other plans
established or maintained by the same employer (or affiliate thereof) or
employee organization and managed by such qualified professional asset manager
do not represent more than 20% of the total client assets managed by such
qualified professional asset manager at the time of the transaction, and the
other applicable conditions of such exemption are otherwise satisfied as of the
date of acquisition of the Notes and all such conditions will continue to be
satisfied thereafter;

            (iv)  to the extent such plan is a governmental plan (as defined in
Section 3 (32) of ERISA) which is not subject to the provisions of Title I of
ERISA or Sections 401 or 501 of the Code;

            (v)   to the extent such purchase is made by or on behalf of an
insurance company general account in which the reserves and liabilities for the
general account contracts held by or on behalf of any plan, together with any
other plans maintained by the same employer (or its affiliates) or employee
organization, do not exceed 10% of the total reserves and liabilities of the
insurance company general account (exclusive of separate account liabilities),
plus surplus as set forth in the National Association of Insurance Commissioners
Annual Statement filed with the state of domicile of the insurer, in accordance
with Prohibited Transaction Class Exemption 95-60, and the other applicable
conditions of such exemption are otherwise satisfied as of the date of
acquisition of the Notes and all such conditions will continue to be satisfied
thereafter;

            (vi)  to the extent such purchase is made by an in-house asset
manager within the meaning of Part IV(a) of Prohibited Transaction Class
Exemption 96-23 and such manager has made or properly authorized the decision
for such plan to purchase Notes, under circumstances such that Prohibited
Transaction Class Exemption 96-23 is applicable to the purchase and holding of
such Notes and all of the other applicable conditions of such exemption are
otherwise satisfied as of the date of acquisition of such Notes and all such
conditions will continue to be satisfied thereafter; or

            (vii) to the extent such purchase will not otherwise give rise to a
transaction described in Section 406 of ERISA or Section 4975(c)(1) of the Code
or Similar Law for which a statutory, regulatory or administrative exemption is
unavailable.

            The Purchaser, if described in the preceding clauses, further
represents and agrees that it is not sponsored (within the meaning of Section
3(16)(B) of ERISA) by the Issuer, the Depositor, the Originators, the Servicer,
the Indenture Trustee, the Owner Trustee, the Administrator, the Paying Agent,
the Custodian, the Backup Servicer, the Lockbox Bank or the Initial Purchaser,
or by any affiliate of any such person.

            9. The Purchaser acknowledges that, under the Indenture, Notes (or
beneficial interests therein) may be purchased and transferred only in
authorized denominations - i.e., a minimum denomination of $50,000 and integral
multiplies of $1,000 in excess thereof. The Purchaser covenants that the
Purchaser will neither (i) transfer Notes (or beneficial interests therein) in
less than the authorized denominations nor (ii) transfer Notes (or beneficial
interests therein) where the result would be to reduce the Purchaser's remaining
holdings of Notes (or beneficial interests therein) below the authorized
denominations.

                                       96


            10. By execution hereof, the Purchaser agrees to be bound, as
Noteholder, by all of the terms, covenants and conditions of the Indenture and
the Notes.

            The representations and warranties contained herein shall be binding
upon the heirs, executors, administrators and other successors of the
undersigned. If there is more than one signatory hereto, the obligations,
representations, warranties and agreements of the undersigned are made jointly
and severally.

            Executed at _________________________, _________________________,
this ___ day of _____________________, 20__.

_______________________________
Purchaser's Signature

_______________________________
Purchaser's Name and Title (Print)

_______________________________
Address of Purchaser

_______________________________
Purchaser's Taxpayer Identification or
Social Security Number

                                       97


                              ANNEX 1 TO EXHIBIT B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

      The undersigned hereby certifies as follows to [name of Transferor] (the
"TRANSFEROR"), BXG Receivables Note Trust 2004-B, U.S. Bank National
Association, as Note Registrar, with respect to the Note being transferred (the
"TRANSFERRED NOTE") as described in the Investor Representation Letter to which
this certification relates and to which this certification is an Annex:

      1.    As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Note (the "PURCHASER").

      2.    The Purchaser is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i)
the Purchaser owned and/or invested on a discretionary basis $ in securities
(other than the excluded securities referred to below) as of the end of the
Purchaser's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) [Purchaser must own and/or invest on a discretionary basis at
least $100,000,000 in securities unless Purchaser is a dealer, and, in that
case, Purchaser must own and/or invest on, a discretionary basis at least
$10,000,000 in securities.] and (ii) the Purchaser satisfies the criteria in the
category marked below.

      -     Corporation, etc. The Purchaser is a corporation (other than a bank,
            savings and loan association or similar institution), business
            trust, partnership, or any organization described in Section
            501(c)(3) of the Internal Revenue Code of 1986.

      -     Bank. The Purchaser (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. bank, and not more than 18 months preceding such
            date of sale for a foreign bank or equivalent institution.

      -     Savings and Loan. The Purchaser (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. savings and loan association, and not more than
            18 months preceding such date of sale for a foreign savings and loan
            association or equivalent institution.

      -     Broker-dealer. The Purchaser is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934.

      -     Insurance Company. The Purchaser is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

                                       98


      -     State or Local Plan. The Purchaser is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      -     ERISA Plan. The Purchaser is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      -     Investment Advisor. The Purchaser is an investment advisor
            registered under the Investment Advisers Act of 1940.

      -     Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.) _____________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

      3.    The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Purchaser, (ii) securities that are part
of an unsold allotment to or subscription by the Purchaser, if the Purchaser is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Purchaser, the Purchaser did not
include any of the securities referred to in this paragraph.

      4.    For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Purchaser, the Purchaser used
the cost of such securities to the Purchaser, unless the Purchaser reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Purchaser may have included securities
owned by subsidiaries of the Purchaser, but only if such subsidiaries are
consolidated with the Purchaser in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under the Purchaser's direction. However, such
securities were not included if the Purchaser is a majority-owned, consolidated
subsidiary of another enterprise and the Purchaser is not itself a reporting
company under the Securities Exchange Act of 1934.

      5.    The Purchaser acknowledges that it is familiar with Rule 144A and
understands that the parties to which this certification is being made are
relying and will continue to rely on the statements made herein because one or
more sales to the Purchaser may be in reliance on Rule 144A.

Will the Purchaser be purchasing the Transferred
Note only for the Purchaser's own account?
                                       ______________            _______________
                                       Yes                       No

      6.    If the answer to the foregoing question is "no", then in each case
where the Purchaser is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Purchaser through one or
more of the appropriate methods contemplated by Rule 144A.

      7.    The Purchaser will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Purchaser's purchase of the Transferred Note
will constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Purchaser is a

                                       99


bank or savings and loan as provided above, the Purchaser agrees that it will
furnish to such parties any updated annual financial statements that become
available on or before the date of such purchase, promptly after they become
available.
                                                ________________________________
                                                Print Name of Purchaser

                                                By: ___________________________

                                                Name: _________________________

                                                Title: ________________________

                                      100


                              ANNEX 2 TO EXHIBIT B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

            [For Purchasers That Are Registered Investment Companies]

      The undersigned hereby certifies as follows to [name of Transferor] (the
"TRANSFEROR"), BXG Receivables Note Trust 2004-B, U.S. Bank National
Association, as Note Registrar, with respect to the Note being transferred (the
"TRANSFERRED NOTE") as described in the Investor Representation Letter to which
this certification relates and to which this certification is an Annex:

      1.    As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Note (the "PURCHASER") or, if the Purchaser is
a "qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because the Purchaser is part of a Family
of Investment Companies (as defined below), is an executive officer of the
investment adviser (the "ADVISER").

      2.    The Purchaser is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Purchaser is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Purchaser
alone owned and/or invested on a discretionary basis, or the Purchaser's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Purchaser's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Purchaser or the Purchaser's Family of Investment Companies, the cost of
such securities was used, unless the Purchaser or any member of the Purchaser's
Family of Investment Companies, as the case may be, reports its securities
holdings in its financial statements on the basis of their market value, and no
current information with respect to the cost of those securities has been
published, in which case the securities of such entity were valued at market.

      -     The Purchaser owned and/or invested on a discretionary basis $______
            in securities (other than the excluded securities referred to below)
            as of the end of the Purchaser's most recent fiscal year (such
            amount being calculated in accordance with Rule 144A).

      -     The Purchaser is part of a Family of Investment Companies which
            owned in the aggregate $_____ in securities (other than the excluded
            securities referred to below) as of the end of the Purchaser's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      3.    The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

      4.    The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Purchaser or are part of the Purchaser's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Purchaser, or owned by the
Purchaser's Family of Investment Companies, the securities referred to in this
paragraph were excluded.

      5.    The Purchaser is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the Purchaser
will be in reliance on Rule 144A.

                                      101


Will the Purchaser be purchasing the
Transferred Note only for the Purchaser's
own account?
                                                ____________         ___________
                                                Yes                  No

      6.    If the answer to the foregoing question is "no", then in each case
where the Purchaser is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Purchaser through one or
more of the appropriate methods contemplated by Rule 144A.

      7.    The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Purchaser's purchase of the Transferred Note will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.

                                    ____________________________________________
                                    Print Name of Purchaser or Adviser
                                    ____________________________________________

                                    By: ________________________________________

                                    Name: ______________________________________

                                    Title: _____________________________________

                                    IF AN ADVISER:
                                    ____________________________________________
                                    Print Name of Purchaser

      Date: ____________________

                                      102

EX-10.131

                                                                  EXHIBIT 10.131


                              STANDARD DEFINITIONS

                  "15 MONTH RESERVE TEST" will be satisfied if, on the Payment
Date occurring in October 2005, (A) for each of the Due Periods in which the
Servicer disposes of a Timeshare Property that occurs prior to and including the
Due Period related to the Payment Date occurring in October 2005, the Recovery
Percentage (as defined below) is equal to or greater than 40%, (B) the aggregate
of the Loan Balances of all Defaulted Timeshare Loans as of the date each such
Defaulted Timeshare Loan became a Defaulted Timeshare Loan since the Closing
Date (without regard to Net Recoveries on such Defaulted Timeshare Loans),
divided by the Cut-Off Date Loan Balance of all Initial Timeshare Loans (as of
the Initial Cut-Off Date) and all Subsequent Timeshare Loans (as of their
respective Cut-Off Dates) is less than 10% and (C) the aggregate of the Loan
Balances of all Defaulted Timeshare Loans as of the date each such Defaulted
Timeshare Loan became a Defaulted Timeshare Loan since the Closing Date less all
Net Recoveries on such Defaulted Timeshare Loans, divided by the Cut-Off Date
Loan Balance of all Initial Timeshare Loans (as of the Initial Cut-Off Date) and
all Subsequent Timeshare Loans (as of their respective Cut-Off Dates) is less
than 7%.

                  "18 MONTH RESERVE TEST" will be satisfied if (A) in the event
that on the Payment Date occurring in October 2005, the 15 Month Reserve Test
was satisfied, (1) for each of the Due Periods related to the Payment Dates
occurring in November 2005, December 2005 and January 2006, the Recovery
Percentage is equal to or greater than 40% and (2) the Servicer has disposed of
a Timeshare Property in each such Due Periods, or (B) in the event that on the
Payment Date occurring in October 2005, the 15 Month Reserve Test was not
satisfied, (1)(a) for each of the Due Periods related to the Payment Dates
occurring in November 2005, December 2005 and January 2006, the Recovery
Percentage is equal to or greater than 40% and (b) the Servicer has disposed of
a Timeshare Property in each such Due Periods, (2) the aggregate of the Loan
Balances of all Defaulted Timeshare Loans as of the date each such Defaulted
Timeshare Loan became a Defaulted Timeshare Loan since the Closing Date (without
regard to Net Recoveries on such Defaulted Timeshare Loans), divided by the
Cut-Off Date Loan Balance of all Initial Timeshare Loans (as of the Initial
Cut-Off Date) and all Subsequent Timeshare Loans (as of their respective Cut-Off
Dates) is less than 10% and (3) the aggregate of the Loan Balances of all
Defaulted Timeshare Loans as of the date each such Defaulted Timeshare Loan
became a Defaulted Timeshare Loan since the Closing Date less all Net Recoveries
on such Defaulted Timeshare Loans, divided by the Cut-Off Date Loan Balance of
all Initial Timeshare Loans (as of the Initial Cut-Off Date) and all Subsequent
Timeshare Loans (as of their respective Cut-Off Dates) is less than 7%.

                  "ACH FORM" shall mean the ACH authorization form executed by
Obligors substantially in the form attached as Exhibit C to each of the Transfer
Agreement, the Sale Agreement and the Purchase Agreement.

                  "ACT" shall have the meaning specified in Section 1.4 of the
Indenture.






                  "ADDITIONAL SERVICING COMPENSATION" shall mean any late fees
related to late payments on the Timeshare Loans, any non-sufficient funds fees,
any processing fees and any Liquidation Expenses collected by the Servicer and
any unpaid out-of-pocket expenses incurred by the Servicer during the related
Due Period.

                  "ADJUSTED NOTE BALANCE" shall equal, for any Class of Notes,
the Outstanding Note Balance of such Class of Notes immediately prior to such
Payment Date, less any Note Balance Write-Down Amounts previously applied in
respect of such Class of Notes; PROVIDED, HOWEVER, to the extent that for
purposes of consents, approvals, voting or other similar act of the Noteholders
under any of the Transaction Documents, "Adjusted Note Balance" shall exclude
Notes which are held by Bluegreen or any Affiliate thereof.

                  "ADMINISTRATION AGREEMENT" shall mean the administration
agreement, dated as of June 15, 2004, by and among the Administrator, the Owner
Trustee, the Issuer and the Indenture Trustee, as amended from time to time in
accordance with the terms thereof.

                  "ADMINISTRATOR" shall mean Bluegreen or any successor under
the Administration Agreement.

                  "ADMINISTRATOR FEE" shall equal on each Payment Date an amount
equal to the product of (i) one-twelfth and (ii) (A) if Bluegreen or an
affiliate thereof is the Administrator, $1,000.00 and (B) if WTC is the
Administrator, $20,000.00.

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

                  "AFFILIATE" shall mean any Person: (a) which directly or
indirectly controls, or is controlled by, or is under common control with such
Person; (b) which directly or indirectly beneficially owns or holds five percent
(5%) or more of the voting stock of such Person; or (c) for which five percent
(5%) or more of the voting stock of which is directly or indirectly beneficially
owned or held by such Person; PROVIDED, HOWEVER, that under no circumstances
shall the Trust Company be deemed to be an Affiliate of the Issuer, the
Depositor or the Owner, nor shall any of such parties be deemed to be an
Affiliate of the Trust Company. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise. For purposes of this definition, any
entity included in the same U.S. GAAP consolidated financial statements as
Bluegreen shall be an Affiliate of Bluegreen.

                  "AGGREGATE CLOSING DATE COLLATERAL BALANCE" is an amount equal
to $172,087,912.09.

                  "AGGREGATE INITIAL NOTE BALANCE" is equal to the sum of the
Initial Note Balances for all Classes of Notes.




                                     - 2 -


                  "AGGREGATE LOAN BALANCE" means the sum of the Loan Balances
for all Timeshare Loans (except Defaulted Timeshare Loans).

                  "AGGREGATE OUTSTANDING NOTE BALANCE" is equal to the sum of
the Outstanding Note Balances for all Classes of Notes.

                  "ARUBA LOAN" shall mean a Timeshare Loan originated by the
Aruba Originator prior to January 26, 2004 and evidenced by a Finance Agreement.

                  "ARUBA ORIGINATOR" shall mean Bluegreen Properties, N.V., an
Aruba corporation.

                  "ARUBA SHARE CERTIFICATE" shall mean a share certificate
issued by the timeshare cooperative association of La Cabana Beach Resort and
Racquet Club in Aruba, which entitles the owner thereof the right to use and
occupy a fixed Unit at a fixed period of time each year at the La Cabana Beach
Resort and Racquet Club in Aruba.

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

                  "ASSOCIATION" shall mean the not-for-profit corporation or
cooperative association responsible for operating a Resort.

                  "ASSUMPTION DATE" shall have the meaning specified in the
Backup Servicing Agreement.

                  "AUTHORIZED OFFICER" shall mean, with respect to any
corporation, limited liability company or partnership, the Chairman of the
Board, the President, any Vice President, the Secretary, the Treasurer, any
Assistant Secretary, any Assistant Treasurer, Managing Member and each other
officer of such corporation or limited liability company or the general partner
of such partnership specifically authorized in resolutions of the Board of
Directors of such corporation or managing member of such limited liability
company to sign agreements, instruments or other documents in connection with
this Indenture on behalf of such corporation, limited liability company or
partnership, as the case may be.

                  "AVAILABLE FUNDS" shall mean for any Payment Date, (A) all
funds on deposit in the Collection Account after making all transfers and
deposits required from (i) the Lockbox Account pursuant to the Lockbox
Agreement, (ii) the General Reserve Account pursuant to Section 3.2(b) of the
Indenture, (iii) the Prefunding Account pursuant to Section 3.2(c) of the
Indenture, (iv) the Capitalized Interest Account pursuant to Section 3.2(d) of
the Indenture (v) the Club Originator or the Depositor, as the case may be,
pursuant to Section 4.6 of the Indenture, and (vi) the Servicer pursuant to the
Indenture, plus (B) all investment earnings on funds on deposit in the
Collection Account from the immediately preceding Payment Date through such
Payment Date, less (C) amounts on deposit in the Collection Account related to



                                     - 3 -


collections related to any Due Periods subsequent to the Due Period related to
such Payment Date, less (D) any Additional Servicing Compensation on deposit in
the Collection Account.

                  "BACKUP SERVICER" shall mean Concord Servicing Corporation, an
Arizona corporation, and its permitted successors and assigns.

                  "BACKUP SERVICING AGREEMENT" shall mean the backup servicing
agreement, dated as of June 15, 2004, by and among the Issuer, the Depositor,
the Servicer, the Backup Servicer and the Indenture Trustee, as the same may be
amended, supplemented or otherwise modified from time to time.

                  "BACKUP SERVICING FEE" shall on each Payment Date (so long as
Concord Servicing Corporation is the Backup Servicer), be equal to:

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

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

                  "BANKRUPTCY CODE" shall mean the federal Bankruptcy Code, as
amended (Title 11 of the United States Code).

                  "BENEFICIARY" shall be as defined in the Club Trust Agreement.

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

                  "BIG SKY RESORT" shall mean the Resort located in Montana
known as Lake Condominiums at Big Sky(TM) Resort.

                  "BLUEGREEN" shall mean Bluegreen Corporation, a Massachusetts
corporation, and its permitted successors and assigns.

                  "BLUEGREEN OWNED RESORTS" shall mean the following resorts:
MountainLoft(TM) Resort, Laurel Crest(TM) Resort, Shore Crest Vacation
Villas(TM), Harbour Lights(TM) Resort, The Lodge Alley Inn(TM), The Falls
Village(TM) Resort, Christmas Mountain Village(TM), Orlando's Sunshine Resort,
Solara Surfside(TM) Condominium, Shenendoah Crossing(TM) Farm and Country Club,
La Cabana Beach Resort and Racquet Club, Casa Del Mar Beach Resort(TM), Grande
Villas(TM) at World Golf Village(TM) Condominium(R) and Mountain Run at
Boyne(TM).




                                     - 4 -


                  "BOOK-ENTRY NOTE" shall mean a beneficial interest in the
Notes, ownership and transfers of which shall be made through book-entries by
the Depository.

                  "BOYNE RESORT" shall mean the Resort located in Michigan known
as Mountain Run at Boyne(TM).

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

                  "BXG TRUST 2001-A" shall mean the BXG Receivables Note Trust
2001-A, a Delaware statutory trust.

                  "CAPITALIZED INTEREST ACCOUNT" shall mean the account
maintained by the Indenture Trustee pursuant to Section 3.2(d) of the Indenture.

                  "CAPITALIZED INTEREST ACCOUNT INITIAL DEPOSIT" shall equal
$231,082.22.

                  "CAPITALIZED INTEREST REQUIREMENT" shall mean for each
Determination Date during the Prefunding Period, an amount equal to the product
of (i) one-twelfth of the weighted average Note Rates of each Class of Notes and
(ii) the amount on deposit in the Prefunding Account.

                  "CASA DEL MAR RESORT" shall mean the Resort located in Florida
known as Casa Del Mar Beach Resort(TM).

                  "CASH ACCUMULATION EVENT" shall exist on any Determination
Date, if (A) for the last three Due Periods, the average Delinquency Level for
Timeshare Loans that are 61 days or more delinquent is equal to or greater than
6%, or (B) (1) prior to and including the Due Period ending in July 2005, for
the last six Due Periods, the average Default Level is equal to or greater than
12% and (2) after the Due Period occurring in July 2005, for the last six Due
Periods, the average Default Level is equal to or greater than 10%, or (C) the
Cumulative Default Level is equal to or greater than the applicable Cumulative
Default Percentage, or (D) the Servicer (if Bluegreen) fails to have at least
$75,000,000 in financing facilities in place. A Cash Accumulation Event shall be
deemed to be continuing until the earlier of (A) the immediately following
Determination Date upon which none of the events described in this paragraph
exists and (B) the day on which the Outstanding Note Balance of each Class of
Notes has been reduced to zero.

                  "CEDE & CO." shall mean the initial registered holder of the
Notes, acting as nominee of The Depository Trust Company.

                  "CERTIFICATE" shall mean a Trust Certificate or a Residual
Interest Certificate, as applicable.




                                     - 5 -


                  "CERTIFICATE DISTRIBUTION ACCOUNT" shall have the meaning
specified in Section 5.01 of the Trust Agreement.

                  "CERTIFICATE OF TRUST" shall mean the Certificate of Trust in
the form attached as EXHIBIT A to the Trust Agreement.

                  "CERTIFICATEHOLDERS" shall mean the holders of the Trust
Certificate and Residual Interest Certificate.

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

                  "CLASS A NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLASS B NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLASS C NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLASS D NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLASS E NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLOSING DATE" shall mean July 8, 2004.

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

                  "CLUB LOAN" shall mean a Timeshare Loan originated by the Club
Originator and evidenced by a Mortgage Note and secured by a first Mortgage on a
fractional fee simple timeshare interest in a Unit.

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

                  "CLUB MANAGING ENTITY" shall mean Bluegreen Resorts
Management, Inc., a Delaware corporation, in its capacity as manager of the Club
and owner of the Club's reservation system, and its permitted successors and
assigns.

                  "CLUB ORIGINATOR" shall mean Bluegreen, in its capacity as an
Originator.

                  "CLUB TRUST AGREEMENT" shall mean, collectively, that certain
Bluegreen Vacation Club Trust Agreement, dated as of May 18, 1994, by and
between the Developer and the Club



                                     - 6 -


Trustee, as amended, restated or otherwise modified from time to time, together
with all other agreements, documents and instruments governing the operation of
the Club.

                  "CLUB TRUSTEE" shall mean Vacation Trust, Inc., a Florida
corporation, in its capacity as trustee under the Club Trust Agreement, and its
permitted successors and assigns.

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

                  "COLLECTION ACCOUNT" shall mean the account established and
maintained by the Indenture Trustee pursuant to Section 3.2(a) of the Indenture.

                  "COLLECTION POLICY" shall mean the collection policies of the
initial servicer in effect on the Closing Date, as may be amended from time to
time in accordance with the Servicing Standard.

                  "COMPLETED UNIT" shall mean a Unit at a Resort which has been
fully constructed and furnished, has received a valid permanent certificate of
occupancy, is ready for occupancy and is subject to a time share declaration.

                  "CONFIDENTIAL INFORMATION" means information obtained by any
Noteholder including, without limitation, the Preliminary Confidential Offering
Circular dated June 25, 2004 or the Confidential Offering Circular dated July 1,
2004 related to the Notes and the Transaction Documents, that is proprietary in
nature and that was clearly marked or labeled as being confidential information
of the Issuer, the Servicer or their Affiliates, provided that such term does
not include information that (a) was publicly known or otherwise known to the
Noteholder prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Noteholder or any Person
acting on its behalf, (c) otherwise becomes known to the Noteholder other than
through disclosure by the Issuer, the Servicer or their Affiliates or (d) any
other public disclosure authorized by the Issuer or the Servicer.

                  "CONTINUED ERRORS" shall have the meaning specified in Section
5.4 of the Indenture.

                  "CORPORATE TRUST OFFICE" shall mean the office of the
Indenture Trustee located in the State of Minnesota, which office is at the
address set forth in Section 13.3 of the Indenture.

                  "CREDIT POLICY" shall mean the credit and underwriting
policies of the Originators in effect on the Closing Date.

                  "CUMULATIVE DEFAULT LEVEL" shall mean for any Determination
Date, an amount equal to the sum of the Loan Balances of all Timeshare Loans
that became Defaulted Timeshare Loans since the Closing Date (other than
Defaulted Timeshare Loans that subsequently become current and are still subject
to the Lien of the Indenture at such time) divided by the sum of the Cut-Off
Date Loan Balances of (A) all Initial Timeshare Loans (as of the Initial Cut-Off
Date) and (B) all Subsequent Timeshare Loans (as of their respective Cut-Off
Dates) (expressed as a percentage). For purposes of this definition "Timeshare
Loan" shall include those timeshare



                                     - 7 -


loans that have been released from the Lien of the Indenture pursuant to Section
4.7(c) of the Indenture.

                  "CUMULATIVE DEFAULT PERCENTAGE" shall equal 10% on or before
July 1, 2005; 14% on or before July 1, 2006; 18% on or before July 1, 2007; 20%
on or before July 1, 2008 and 22% thereafter.

                  "CUSTODIAL AGREEMENT" shall mean the custodial agreement,
dated as of June 15, 2004 by and among the Issuer, the Depositor, the Servicer,
the Backup Servicer, and the Indenture Trustee and Custodian, as the same may be
amended, supplemented or otherwise modified from time to time providing for the
custody and maintenance of the Timeshare Loan Documents relating to the
Timeshare Loans.

                  "CUSTODIAN" shall mean U.S. Bank National Association, a
national banking association, or its permitted successors and assigns.

                  "CUSTODIAN FEES" shall mean for each Payment Date, the fee
payable by the Issuer to the Custodian in accordance with the Custodial
Agreement.

                  "CUT-OFF DATE" shall mean, with respect to (i) the Initial
Timeshare Loans, the Initial Cut-Off Date, and (ii) any Qualified Substitute
Timeshare Loan or Subsequent Timeshare Loan, the related Subsequent Cut-Off
Date.

                  "CUT-OFF DATE LOAN BALANCE" shall mean the Loan Balance of a
Timeshare Loan on its related Cut-Off Date.

                  "DEFAULT" shall mean an event which, but for the passage of
time, would constitute an Event of Default under the Indenture.

                  "DEFAULT LEVEL" shall mean for any Due Period, the product of
(i) 12 and (ii) the sum of the Loan Balances of Timeshare Loans that became
Defaulted Timeshare Loans during such Due Period less the Loan Balances of
Defaulted Timeshare Loans that subsequently became current during such Due
Period which are still subject to the Lien of the Indenture at such time,
divided by the Aggregate Loan Balance on the first day of such Due Period
(expressed as a percentage).

                  "DEFAULTED TIMESHARE LOAN" is any Timeshare Loan for which any
of the earliest following events may have occurred: (i) the Servicer has
commenced cancellation or forfeiture or deletion actions on the related
Timeshare Loan after collection efforts have failed in accordance with its
credit and collection policies, (ii) as of the last day of any Due Period, all
or part of a scheduled payment under the Timeshare Loan is more than 120 days
delinquent from the due date, or (iii) the related Timeshare Loan otherwise
ceases to be an Eligible Timeshare Loan.

                  "DEFECTIVE TIMESHARE LOAN" shall have the meaning specified in
Section 4.6 of the Indenture.




                                     - 8 -


                  "DEFERRED INTEREST AMOUNT" shall mean, with respect to a Class
of Notes and a Payment Date, the sum of (i) interest accrued at the related Note
Rate during the related Interest Accrual Period on such Note Balance Write-Down
Amounts applied in respect of such Class and (ii) any unpaid Deferred Interest
Amounts from any prior Payment Date, together with interest thereon at the
applicable Note Rate from the date any such Note Balance Write-Down Amount was
applied in respect of such Class, to the extent permitted by law.

                  "DEFINITIVE NOTE" shall have the meaning specified in Section
2.2 of the Indenture.

                  "DELINQUENCY EVENT" shall have occurred if the average
Delinquency Level over the last five Due Periods for Timeshare Loans that are 31
days or more delinquent is equal to or greater than 7%. A Delinquency Event
shall be deemed to exist and be continuing until the average Delinquency Level
over the last five Due Periods for Timeshare Loans that are 31 days or more
delinquent is less than 7% for three consecutive Due Periods.

                  "DELINQUENCY LEVEL" shall mean for any Due Period, an amount
equal to the sum of the Loan Balances of Timeshare Loans (other than Defaulted
Timeshare Loans) that are the specified number of days delinquent on the last
day of such Due Period divided by the Aggregate Loan Balance on the first day of
such Due Period (expressed as a percentage).

                  "DELINQUENCY RESERVE AMOUNT" shall mean, for any Payment Date,
the product of (i) if (A) no Delinquency Event exists and is continuing, 3.00%
or (B) a Delinquency Event exists and is continuing, 5.00%, and (ii) the
aggregate of the Loan Balances of all Timeshare Loans (including Defaulted
Timeshare Loans) subject to the lien of the Indenture (as of the end of the
related Due Period).

                  "DEPOSITOR" shall mean Bluegreen Receivables Finance
Corporation VIII, a Delaware Corporation, and its permitted successors and
assigns.

                  "DEPOSITORY" shall mean an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The initial Depository shall be The Depository Trust Company.

                  "DEPOSITORY AGREEMENT" shall mean the letter of
representations dated as of July 8, 2004, by and among the Issuer, the Indenture
Trustee and the Depository.

                  "DEPOSITORY PARTICIPANT" shall mean a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges securities deposited with
the Depository.

                  "DETERMINATION DATE" shall mean the day that is five Business
Days prior to such Payment Date.

                  "DEVELOPER" shall mean Bluegreen Vacations Unlimited, Inc., a
Florida corporation, and its permitted successors and assigns.




                                     - 9 -


                  "DTC" shall mean The Depository Trust Company, and its
permitted successors and assigns.

                  "DUE PERIOD" shall mean with respect to any Payment Date, the
period from the 16th day of the second preceding calendar month to the 15th day
of the preceding calendar month. The initial Due Period for the Initial Payment
Date, shall be the period from and including June 16, 2004 to July 15, 2004.

                  "ELIGIBLE BANK ACCOUNT" shall mean a segregated account, which
may be an account maintained with the Indenture Trustee, which is either (a)
maintained with a depositary institution or trust company whose long-term
unsecured debt obligations are rated at least "A" by Fitch and "A2" by Moody's
and whose short-term unsecured obligations are rated at least "A-1" by Fitch and
"P-1" by Moody's; or (b) a trust account or similar account maintained at the
corporate trust department of the Indenture Trustee.

                  "ELIGIBLE INVESTMENTS" shall mean one or more of the
following:

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

                           (b) federal funds, certificates of deposit, time
                  deposits and bankers' acceptances, each of which shall not
                  have an original maturity of more than 90 days, of any
                  depository institution or trust company incorporated under the
                  laws of the United States or any state; provided that the
                  long-term unsecured debt obligations of such depository
                  institution or trust company at the date of acquisition
                  thereof have been rated by each Rating Agency in one of the
                  three highest rating categories available from S&P and no
                  lower than A2 by Moody's; and provided, further, that the
                  short-term obligations of such depository institution or trust
                  company shall be rated in the highest rating category by such
                  Rating Agency;

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

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




                                     - 10 -


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

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

                  "ELIGIBLE OWNER TRUSTEE" shall have the meaning specified in
Section 10.01 of the Trust Agreement.

                  "ELIGIBLE TIMESHARE LOAN" shall mean a Timeshare Loan which
meets all of the criteria set forth in SCHEDULE I of the Sale Agreement.

                  "EQUITY" shall mean the "Total Shareholder's Equity" specified
in Bluegreen's Consolidated Balance Sheet as reported in Bluegreen's most recent
filing with the Securities Exchange Commission.

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

                  "ERRORS" shall have the meaning specified in Section 5.4 of
the Indenture.

                  "EVENT OF DEFAULT" shall have the meaning specified in Section
6.1 of the Indenture.

                  "FINANCE AGREEMENT" shall mean a purchase and finance
agreement between an Obligor and the Aruba Originator pursuant to which such
Obligor finances the purchase of Aruba Share Certificates.

                  "FORECLOSURE PROPERTIES" shall have the meaning specified in
Section 5.3(b) of the Indenture.

                  "GENERAL RESERVE ACCOUNT" shall mean the account maintained by
the Indenture Trustee pursuant to Section 3.2(b) of the Indenture.

                  "GENERAL RESERVE ACCOUNT INITIAL DEPOSIT" shall mean an amount
equal to 1.00% of the Aggregate Closing Date Collateral Balance.




                                     - 11 -


                  "GENERAL RESERVE ACCOUNT REQUIRED BALANCE" shall mean with
respect to Payment Dates occurring on and after the Payment Date in October
2005:

                  (i)      during the period from and including the Payment Date
                           in October 2005 through and including the Payment
                           Date occurring in December 2005, if the 15 Month
                           Reserve Test is satisfied on the Payment Date
                           occurring in October 2005, an amount equal to 6.65%
                           of the Cut-Off Date Loan Balance of all Initial
                           Timeshare Loans (as of the Initial Cut-Off Date) and
                           all Subsequent Timeshare Loans (as of their
                           respective Cut-Off Dates);

                  (ii)     during the period from and including the Payment Date
                           in October 2005 through and including the Payment
                           Date occurring in December 2005, if the 15 Month
                           Reserve Test is not satisfied on the Payment Date
                           occurring in October 2005, an amount equal to 10.30%
                           of the Cut-Off Date Loan Balance of all Initial
                           Timeshare Loans (as of the Initial Cut-Off Date) and
                           all Subsequent Timeshare Loans (as of their
                           respective Cut-Off Dates);

                  (iii)    on and after the Payment Date occurring in January
                           2006, if the 18 Month Reserve Test is satisfied on
                           the Payment Date occurring in January 2006, an amount
                           equal to (a) if no Cash Accumulation Event has
                           occurred, the greater of (x) the Delinquency Reserve
                           Amount and (y) 1.50% of the Cut-Off Date Loan Balance
                           of all Initial Timeshare Loans (as of the Initial
                           Cut-Off Date) and all Subsequent Timeshare Loans (as
                           of their respective Cut-Off Dates) or (b) if a Cash
                           Accumulation Event has occurred and has been cured,
                           the greater of (x) the Delinquency Reserve Amount and
                           (y) 3.00% of the Cut-Off Date Loan Balance of all
                           Initial Timeshare Loans (as of the Initial Cut-Off
                           Date) and all Subsequent Timeshare Loans (as of their
                           respective Cut-Off Dates); or

                  (iv)     on and after the Payment Date occurring in January
                           2006, if the 18 Month Reserve Test is not satisfied
                           on the Payment Date occurring in January 2006, an
                           amount equal to 10.30% of the Cut-Off Date Loan
                           Balance of all Initial Timeshare Loans (as of the
                           Initial Cut-Off Date) and all Subsequent Timeshare
                           Loans (as of their respective Cut-Off Dates).

                  "GLOBAL NOTE" shall have the meaning specified in Section 2.2
of the Indenture.

                  "GOVERNMENTAL AUTHORITY" shall mean any nation or government,
any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

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

                  "HIGHEST LAWFUL RATE" shall have the meaning specified in
Section 3 of the Sale Agreement.

                  "HOLDER" or "NOTEHOLDER" shall mean a holder of a Class A
Note, a Class B Note, a Class C Note, a Class D Note or a Class E Note.

                  "II" shall mean Interval International, Inc.




                                     - 12 -


                  "INDENTURE" shall mean the indenture, dated as of June 15,
2004, by and among the Issuer, the Club Trustee, the Servicer, the Backup
Servicer and the Indenture Trustee.

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

                  "INDENTURE TRUSTEE FEE" shall mean for each Payment Date, the
sum of (A) $875.00 and (B) until the Indenture Trustee shall become the
successor Servicer, the greater of (A) the product of one-twelfth of 0.0175% and
the Aggregate Loan Balance as of the first day of the related Due Period and (B)
$1,500.00.

                  "INITIAL CUT-OFF DATE" shall mean the close of business on
June 15, 2004.

                  "INITIAL NOTE BALANCE" shall mean with respect to the Class A
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E
Notes, $72,300,000, $24,100,000, $10,300,000, $43,000,000 and $6,900,000,
respectively.

                  "INITIAL PAYMENT DATE" shall mean the Payment Date occurring
in August 2004.

                  "INITIAL PURCHASER" shall mean BB&T Capital Markets, a
division of Scott & Stringfellow, Inc.

                  "INITIAL TIMESHARE LOANS" shall mean the Timeshare Loans
listed on the Schedule of Timeshare Loans purchased by the Issuer and pledged to
the Indenture Trustee on the Closing Date.

                  "INTENDED TAX CHARACTERIZATION" shall have the meaning
specified in Section 4.2(b) of the Indenture.

                  "INTEREST ACCRUAL PERIOD" shall mean with respect to (i) any
Payment Date other than the Initial Payment Date, the period from the 16th day
of the second preceding calendar month to the 15th day of the preceding calendar
month and (ii) the Initial Payment Date, the period from and including the
Closing Date through July 15, 2004.

                  "INTEREST DISTRIBUTION AMOUNT" shall equal, for a Class of
Notes and on any Payment Date, the sum of (i) interest accrued during the
related Interest Accrual Period at the related Note Rate on the Outstanding Note
Balance of such Class of Notes immediately prior to such Payment Date (or, if
any Note Balance Write-Down Amounts have been applied to such Class of Notes,
the Adjusted Note Balance of such Class of Notes) and (ii) the amount of unpaid
Interest Distribution Amounts from prior Payment Dates for such Class of Notes,
plus, to the extent permitted by applicable law, interest on such unpaid amount
at the related Note Rate. The Interest Distribution Amount shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months.

                  "ISSUER" shall mean BXG Receivables Note Trust 2004-B, a
statutory trust formed under the laws of the State of Delaware pursuant to the
Trust Agreement.



                                     - 13 -


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

                  "KNOWLEDGE" shall mean (a) as to any natural Person, the
actual awareness of the fact, event or circumstance at issue or receipt of
notification by proper delivery of such fact, event or circumstance and (b) as
to any Person that is not a natural Person, the actual awareness of the fact,
event or circumstance at issue by a Responsible Officer of such Person or
receipt, by a Responsible Officer of such Person, of notification by proper
delivery of such fact, event or circumstance.

                  "LA CABANA RESORT" shall mean the Resort located in Aruba
known as the La Cabana Beach Resort and Racquet Club.

                  "LIEN" shall mean any mortgage, pledge, hypothecation,
assignment for security, security interest, claim, participation, encumbrance,
levy, lien or charge.

                  "LIQUIDATION" means with respect to any Timeshare Loan, the
sale or compulsory disposition of the related Timeshare Property, following
foreclosure, forfeiture or other enforcement action or the taking of a
deed-in-lieu of foreclosure, to a Person other than the Servicer or an Affiliate
thereof.

                  "LIQUIDATION EXPENSES" shall mean, with respect to a Defaulted
Timeshare Loan, as of any date of determination, any out-of-pocket expenses
(exclusive of overhead expenses) incurred by the Servicer in connection with the
performance of its obligations under Section 5.3(b) in the Indenture, including,
but not limited to, (i) any foreclosure or forfeiture and other repossession
expenses incurred with respect to such Timeshare Loan, (ii) actual commissions
and marketing and sales expenses incurred by the Servicer with respect to the
remarketing of the related Timeshare Property and (iii) any other fees and
expenses reasonably applied or allocated in the ordinary course of business with
respect to the Liquidation of such Defaulted Timeshare Loan (including any
assessed and unpaid Association fees and real estate taxes).

                  "LIQUIDATION PROCEEDS" means with respect to the Liquidation
of any Timeshare Loan, the amounts actually received by the Servicer in
connection with such Liquidation.

                  "LOAN BALANCE" shall mean, for any date of determination, the
outstanding principal balance due under or in respect of a Timeshare Loan
(including a Defaulted Timeshare Loan).

                  "LOCKBOX ACCOUNT" shall mean the account maintained pursuant
to the Lockbox Agreement, which shall be a non-interest bearing account.

                  "LOCKBOX AGREEMENT" shall mean the lockbox agreement, dated as
of June 15, 2004, by and among the Issuer, the Indenture Trustee and the Lockbox
Bank.

                  "LOCKBOX BANK" shall mean Bank of America, a national banking
association.



                                     - 14 -


                  "LOCKBOX FEE" shall mean on each Payment Date, the fee payable
by the Issuer to the Lockbox Bank in accordance with the Lockbox Agreement.

                  "MISDIRECTED DEPOSITS" shall mean such payments that have been
deposited to the Collection Account in error.

                  "MONTHLY SERVICER REPORT" shall have the meaning specified in
Section 5.5 of the Indenture.

                  "MOODY'S" shall mean Moody's Investors Service, Inc.

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

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

                  "NET LIQUIDATION PROCEEDS" shall mean with respect to a
Liquidation, the positive difference between Liquidation Proceeds and
Liquidation Expenses.

                  "NET RECOVERY" for a Defaulted Timeshare Loan shall equal (a)
the liquidation proceeds after disposition of the related Timeshare Property to
a person other than the Servicer or an affiliate thereof following foreclosure
or other enforcement action, less (b) all liquidation expenses, including
related remarketing expenses and sales expenses.

                  "NEW SERVICING FEE PROPOSAL" shall have the meaning specified
in Section 5.4 of the Indenture.

                  "NON-BLUEGREEN OWNED RESORTS" shall mean the resorts that are
not Bluegreen Owned Resorts in the Club.

                  "NOTE BALANCE WRITE-DOWN AMOUNT" shall mean with respect to
any Payment Date, an amount equal to the excess, if any, of the Aggregate
Outstanding Note Balance (immediately after the distribution of Available Funds)
over the sum of (i) the Aggregate Loan Balance as of the end of the Due Period
related to such Payment Date and amounts on deposits in the General Reserve
Account and the Prefunding Account, if any.

                  "NOTE OWNER" shall mean, with respect to a Book-Entry Note,
the Person who is the beneficial owner of such Book-Entry Note, as reflected on
the books of the Depository or on the books of a Person maintaining an account
with such Depository (directly or as an indirect participant, in accordance with
the rules of such Depository).



                                     - 15 -


                  "NOTE PURCHASE AGREEMENT" shall mean that certain note
purchase agreement dated July 1, 2004, between the Initial Purchaser and the
Issuer.

                  "NOTE RATE" shall mean with respect to the Class A Notes, the
Class B Notes, the Class C Notes, the Class D Notes and Class E Notes, 4.445%,
4.695%, 5.190%, 6.680% and 7.180%, respectively.

                  "NOTE REGISTER" shall have the meaning specified in Section
2.4(a) of the Indenture.

                  "NOTE REGISTRAR" shall have the meaning specified in Section
2.4(a) of the Indenture.

                  "NOTEHOLDER" shall mean any holder of a Note of any Class.

                  "NOTES" shall mean collectively, the Class A Notes, the Class
B Notes, the Class C Notes, the Class D Notes and the Class E Notes.

                  "OBLIGOR" shall mean the related obligor under a Timeshare
Loan.

                  "OFFICER'S CERTIFICATE" shall mean a certificate executed by a
Responsible Officer of the related party.

                  "OPINION OF COUNSEL" shall mean a written opinion of counsel,
in each case acceptable to the addressees thereof.

                  "OPTIONAL PURCHASE LIMIT" shall mean, on any date, an amount
equal to (x) 15% of the Aggregate Closing Date Collateral Balance less (y) the
aggregate Loan Balances (as of the related purchase dates or release dates, as
applicable) of all Defaulted Timeshare Loans (a) previously purchased by the
Club Originator pursuant to the Sale Agreement, the Purchase Agreement or the
Transfer Agreement and (b) previously released pursuant to Section 4.7(c) of the
Indenture.

                  "OPTIONAL REDEMPTION DATE" shall mean the first date in which
the Aggregate Outstanding Note Balance is less than or equal to 10% of the
Aggregate Initial Note Balance of all Classes of Notes.

                  "OPTIONAL SUBSTITUTION LIMIT" shall mean, on any date, an
amount equal to (x) 20% of the Aggregate Closing Date Collateral Balance less
(y) the aggregate Loan Balances (as of the related Transfer Dates) of all
Defaulted Timeshare Loans previously substituted by the Club Originator pursuant
to the Sale Agreement, the Purchase Agreement or the Transfer Agreement.

                  "ORIGINAL CLUB LOAN" shall mean a Timeshare Loan for which the
related Obligor and the Club Originator have elected to effect an Upgrade.

                  "ORIGINATOR" shall mean either the Club Originator or the
Aruba Originator.




                                     - 16 -


                  "OUTSTANDING" shall mean, with respect to the Notes, as of any
date of determination, all Notes theretofore authenticated and delivered under
the Indenture except:

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

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

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

                  "OUTSTANDING NOTE BALANCE" shall mean as of any date of
determination and Class of Notes, the Initial Note Balance of such Class of
Notes less the sum of Principal Distribution Amounts actually distributed to the
Holders of such Class of Notes as of such date; PROVIDED, HOWEVER, to the extent
that for purposes of consents, approvals, voting or other similar act of the
Noteholders under any of the Transaction Documents, "Outstanding Note Balance"
shall exclude Notes which are held by Bluegreen or any Affiliate thereof.

                  "OWNER" shall mean the owner of the Trust Certificate issued
by the Issuer pursuant to the Trust Agreement, which shall be GSS Holdings, Inc.

                  "OWNER BENEFICIARY" shall have the meaning specified in the
Club Trust Agreement.

                  "OWNER BENEFICIARY AGREEMENT" shall mean the purchase
agreement entered into by each obligor and the Developer with respect to the
Club Loans.

                  "OWNER BENEFICIARY RIGHTS" shall have the meaning specified in
the Club Trust Agreement.

                  "OWNER TRUSTEE" shall mean Wilmington Trust Company ("WTC"), a
Delaware banking corporation, or any successor thereof, acting not in its
individual capacity but solely as owner trustee under the Trust Agreement.

                  "OWNER TRUSTEE CORPORATE TRUST OFFICE" shall mean Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19801.




                                     - 17 -


                  "OWNER TRUSTEE FEE" shall mean for each Payment Date an amount
equal to the product of (i) one-twelfth and (ii)(A) prior to the Owner Trustee
becoming successor Administrator, $6,000.00 and (B) upon the Owner Trustee
becoming successor Administrator, $5,000.00.

                  "PAYING AGENT" shall mean any Person authorized under the
Indenture to make the distributions required under Sections 3.4 of the
Indenture, which such Person initially shall be the Indenture Trustee.

                  "PAYMENT DATE" shall mean the 1st day of each month, or, if
such date is not a Business Day, then the next succeeding Business Day,
commencing on the Initial Payment Date.

                  "PAYMENT DEFAULT EVENT" shall have occurred if (i) each Class
of Notes shall become due and payable pursuant to Section 6.2(a) of the
Indenture or (ii) each Class of Notes shall otherwise become due and payable
following an Event of Default under the Indenture and the Indenture Trustee has,
in its good faith judgment, determined that the value of the assets comprising
the Trust Estate is less than the Aggregate Outstanding Note Balance.

                  "PERCENTAGE INTEREST" shall mean with respect to the Class A
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E
Notes, 42.0127%, 14.0042%, 5.9861%, 24.9879% and 4.0091%, respectively.

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

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

                  "PREDECESSOR SERVICER WORK PRODUCT" shall have the meaning
specified in Section 5.4(b) of the Indenture.

                  "PREFUNDING ACCOUNT" shall be the account maintained by the
Indenture Trustee pursuant to Section 3.2(c) of the Indenture.




                                     - 18 -


                  "PREFUNDING ACCOUNT INITIAL DEPOSIT" shall equal
$17,549,437.46.

                  "PREFUNDING PERIOD" shall mean the period commencing on the
Closing Date and ending on the Prefunding Termination Date.

                  "PREFUNDING TERMINATION DATE" shall mean the Determination
Date immediately following the earlier of (i) 90 days after the Closing Date,
(ii) the amount on deposit in the Prefunding Account is less than $10,000 and
(iii) the date on which an Event of Default occurs.

                  "PRINCIPAL DISTRIBUTION AMOUNT" shall equal for any Payment
Date and Class of Notes, the sum of the following:

                  (i)      the product of (a) such Class' Percentage Interest
                           and (b) the amount of principal collected in respect
                           of each Timeshare Loan during the related Due Period
                           (including, but not limited to, principal in respect
                           of scheduled payments, partial prepayments,
                           prepayments in full, liquidations, Substitution
                           Shortfall Amounts and Repurchase Prices, if any, but
                           excluding principal received in respect of Timeshare
                           Loans that became Defaulted Timeshare Loans during
                           prior Due Periods that have not been released from
                           the lien of the Indenture) or, if the Cut-Off Date
                           for a Timeshare Loan shall have occurred during the
                           related Due Period, the amount of principal collected
                           in respect of such Timeshare Loan after such Cut-Off
                           Date, and

                  (ii)     the product of (a) such Class' Percentage Interest
                           and (b) the aggregate Loan Balance of all Timeshare
                           Loans which became Defaulted Timeshare Loans during
                           the related Due Period, less the sum of (x) the
                           aggregate Loan Balance of all Qualified Substitute
                           Timeshare Loans which were conveyed to the Trust
                           Estate in respect of Defaulted Timeshare Loans during
                           the related Due Period, (y) the principal portion of
                           Repurchase Prices paid in respect of Defaulted
                           Timeshare Loans during the related Due Period, and
                           (z) the principal portion of Liquidation Proceeds
                           received during the related Due Period,

                  (iii)    on the first Payment Date after the Prefunding
                           Termination Date, the product of (a) such Class'
                           Percentage Interest divided by 91% and (b) the amount
                           deposited into the Collection Account from the
                           Prefunding Account pursuant to Section 3.2(c) of the
                           Indenture if any; and

                  (iv)     any unpaid Principal Distribution Amounts for such
                           Class from prior Payment Dates.

                  "PURCHASE AGREEMENT" shall mean the purchase and contribution
agreement, dated as of June 15, 2004, between the Club Originator and the
Depositor pursuant to which the Club Originator sells Timeshare Loans to the
Depositor during the Prefunding Period.




                                     - 19 -


                  "QUALIFIED SUBSTITUTE TIMESHARE LOAN" shall mean a Timeshare
Loan (i) that, when aggregated with other Qualified Substitute Timeshare Loans
being substituted on such Transfer Date, has a Loan Balance, after application
of all payments of principal due and received during or prior to the month of
substitution, not in excess of the Loan Balance of the Timeshare Loan being
substituted on the related Transfer Date, (ii) that complies, as of the related
Transfer Date, with each of the representations and warranties contained in the
Sale Agreement, the Transfer Agreement and the Purchase Agreement, including
that such Qualified Substitute Timeshare Loan is an Eligible Timeshare Loan;
provided that there will be no age requirement if a Qualified Substitute
Timeshare Loan is an Upgrade Club Loan replacing an Original Club Loan with the
same Obligor, (iii) that shall not cause the weighted average coupon rate of the
Timeshare Loans to be less than 15% after such substitution, (iv) that shall not
cause the weighted average months of age on the Timeshare Loans to be less than
10 months after such substitution, and (v) that does not have a stated maturity
later than July 2017.

                  "RATING AGENCY" shall mean Moody's and S&P.

                  "RCI" shall mean Resorts Condominium International, Inc.

                  "RECEIVABLES" means the payments required to be made pursuant
to a Timeshare Loan.

                  "RECEIVABLES COLLATERAL" shall have the meaning specified in
Section 3 of the Sale Agreement.

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

                  "RECOVERY PERCENTAGE" shall equal for any specified period,
(a) the aggregate of Net Recoveries during such period, divided by (b) the
aggregate of the Loan Balances of all related Defaulted Timeshare Loans as of
the date each such Defaulted Timeshare Loan became a Defaulted Timeshare Loan.

                  "REDEMPTION DATE" shall mean with respect to the redemption of
the Notes on or after the Optional Redemption Date, the date fixed pursuant to
Section 10.1 of the Indenture.

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

                  "RELATED SECURITY" shall mean with respect to any Timeshare
Loan, (i) all of the Issuer's interest in the Timeshare Property arising under
or in connection with the related Mortgage, Owner Beneficiary Rights, Vacation
Points and the related Timeshare Loan Files, (ii) all other security interests
or liens and property subject thereto from time to time purporting to secure
payment of such Timeshare Loan, together with all mortgages, assignments and
financing statements signed by the Club Trustee on behalf of an Obligor
describing any collateral securing such Timeshare Loan, (iii) all guarantees,
insurance and other agreements or arrangements of



                                     - 20 -


whatever character from time to time supporting or securing payment of such
Timeshare Loan, and (iv) all other security and books, records and computer
tapes relating to the foregoing.

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

                  "REQUEST FOR RELEASE" shall be a request for release of
Timeshare Loan Documents in the form required by the Custodial Agreement.

                  "REQUIRED PAYMENTS" shall mean each of the items described in
(i) through (xviii) of Section 3.4 of the Indenture.

                  "RESERVATION SYSTEM": The reservation system utilized by the
Club and owned by the Club Managing Entity and operated by Resort Condominium
International, Inc. or the services contracted by the Club Managing Entity with
a third party.

                  "RESIDUAL INTEREST CERTIFICATE" shall mean the certificate
issued under the Trust Agreement, which represents the economic residual
interest of the Trust formed thereunder.

                  "RESIDUAL INTEREST OWNER" shall mean the owner of the Residual
Interest Certificate issued by the Issuer pursuant to the Trust Agreement, which
shall initially be the Depositor.

                  "RESORT" shall mean any of the Bluegreen Owned Resorts or any
of the Non-Bluegreen Owned Resorts.

                  "RESORT INTERESTS" shall mean as defined in the Club Trust
Agreement.

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




                                     - 21 -


                  "S&P" shall mean Standard & Poor's, a division of The
McGraw-Hill Companies, Inc.

                  "SALE AGREEMENT" shall mean that certain sale agreement, dated
as of June 15, 2004, between the Depositor and the Issuer pursuant to which the
Depositor sells Timeshare Loans to the Issuer.

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

                  1        Name of Obligor
                  2        Condo Ref/Loan Number
                  3        Interest Rate Per Annum
                  4        Date of Origin
                  5        Maturity
                  6        Sales Price
                  7        Monthly Payment
                  8        Original Loan Balance
                  9        Original Term
                  10       Outstanding Loan Balance
                  11       Down Payment
                  12       First payment date

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

                  "SELLER" shall mean with respect to (i) the Purchase
Agreement, Bluegreen, (ii) the Transfer Agreement, BXG Trust 2001-A and (iii)
the Sale Agreement, the Depositor.

                  "SEQUENTIAL PAY EVENT" shall mean either a Payment Default
Event or a Trust Estate Liquidation Event.

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

                  "SERVICER EVENT OF DEFAULT" shall have the meaning specified
in Section 5.4 of the Indenture.

                  "SERVICING FEE" shall mean for any Payment Date, the product
of (i)(A) if Bluegreen or an affiliate thereof is Servicer, one-twelfth of 1.50%
and (B) if the Indenture Trustee is the successor Servicer, one-twelfth of
1.55%, and (ii) the Aggregate Loan Balance as of the first day of the related
Due Period; provided that if the Indenture Trustee is the successor



                                     - 22 -


Servicer, it shall, after payment of the Backup Servicing Fee, be entitled to a
minimum monthly payment of $5,500.00.

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

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

                  "SERVICER TERMINATION COSTS" shall mean any extraordinary
out-of-pocket expenses incurred by the Indenture Trustee associated with the
transfer of servicing.

                  "SIMILAR LAW" shall mean the prohibited transaction rules
under ERISA or section 4975 of the Code or any substantially similar provision
of federal, state or local law.

                  "STATED MATURITY" shall mean the Payment Date occurring in
July 2019.

                  "STATUTORY TRUST STATUTE" shall mean the Delaware Statutory
Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.ss.3801, et
seq., as the same may be amended from time to time.

                  "SUBSEQUENT CUT-OFF DATE" shall mean with respect to any
Transfer Date, (i) the close of business on the last day of the Due Period
immediately preceding such Transfer Date or (ii) such other date designated by
the Servicer.

                  "SUBSEQUENT TIMESHARE LOANS" shall mean the Timeshare Loans
meeting the criteria specified in Section 4.3 of the Indenture, sold by the
Depositor, purchased by the Issuer and pledged to the Indenture Trustee on a
Transfer Date during the Prefunding Period.

                  "SUBSEQUENT TRANSFER NOTICE" shall have the meaning specified
in Section 4.2(a) of the Indenture.

                  "SUBSTITUTION SHORTFALL AMOUNT" shall mean with respect to any
Transfer Date, an amount equal to the excess of the aggregate Loan Balances of
the substituted Timeshare Loans over the aggregate Loan Balances of the
Qualified Substitute Timeshare Loans.

                  "TIMESHARE DECLARATION" shall mean the declaration or other
document recorded in the real estate records of the applicable municipality or
government office where a Resort is



                                     - 23 -


located for the purpose of creating and governing the rights of owners of
Timeshare Properties related thereto, as it may be in effect from time to time.

                  "TIMESHARE LOAN" shall mean a Club Loan, Aruba Loan, Initial
Timeshare Loan, Subsequent Timeshare Loan or a Qualified Substitute Timeshare
Loan, subject to the lien of the Indenture. As used in the Transaction
Documents, the term "Timeshare Loan" shall include the related Mortgage Note,
Mortgage, the Finance Agreement and other Related Security contained in the
related Timeshare Loan Documents.

                  "TIMESHARE LOAN ACQUISITION PRICE" shall mean with respect to
any Timeshare Loan, an amount equal to the Loan Balance of such Timeshare Loan
plus accrued and unpaid interest thereon up to and including the related Cut-Off
Date.

                  "TIMESHARE LOAN DOCUMENTS" shall mean with respect to each
Timeshare Loan and each Obligor, the related (i) Timeshare Loan Files, and (ii)
Timeshare Loan Servicing Files.

                  "TIMESHARE LOAN FILES" shall mean, with respect to a Timeshare
Loan, the Timeshare Loan and all documents related to such Timeshare Loan,
including:

                  1.       with respect to a Club Loan, the original Mortgage
                           Note with the related allonge or other assignment
                           attached as required by the Custodial Agreement,
                           signed (which may be by facsimile) by an Authorized
                           Officer of the Club Originator or the Indenture
                           Trustee or other party as appropriate and showing a
                           complete chain of endorsements from the original
                           payee of the Mortgage Note to the Indenture Trustee:
                           "Pay to the order of _____________, without recourse
                           representation or warranty";

                  2.       with respect to a Club Loan, the original recorded or
                           unrecorded Mortgage with evidence of delivery for
                           filing (or, if the original of the recorded or
                           unrecorded Mortgage is not available, a copy of such
                           recorded or unrecorded Mortgage (with evidence of
                           delivery for filing), in each case certified by an
                           Authorized Officer of the Club Originator to be a
                           true and correct copy);

                  3.       with respect to a Club Loan, an original recorded or
                           unrecorded Assignment of Mortgage (which may be a
                           part of a blanket assignment of more than one Club
                           Loan), from the Club Originator to the Indenture
                           Trustee, with evidence of proper recordation, if
                           applicable, signed by an Authorized Officer of the
                           Club Originator (or evidence from a third party that
                           such assignment has been submitted for recordation);

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



                                     - 24 -


                  5.       with respect to a Club Loan, a copy of any recorded
                           or unrecorded warranty deed transferring legal title
                           to the related Timeshare Property to the Club
                           Trustee;

                  6.       with respect to a Club Loan, an original lender's
                           title insurance policy or title commitment or master
                           policy referencing such Timeshare Loan and covering
                           Bluegreen Corporation and its successors and/or
                           assigns;

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

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

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

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

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

                  "TIMESHARE LOAN RATE" shall mean with respect to any Timeshare
Loan, the specified coupon rate thereon.

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

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




                                     - 25 -


                  "TIMESHARE PROGRAM CONSUMER DOCUMENTS" shall mean, as
applicable, the Owner Beneficiary Agreement, Finance Agreement, Mortgage Note,
Mortgage, credit disclosures, rescission right notices, final subdivision public
reports/prospectuses/public offering statements, the Timeshare Project exchange
affiliation agreement and other documents, disclosures and advertising materials
used or to be used by an Originator in connection with the sale of Timeshare
Properties.

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

                  "TIMESHARE PROJECTS" shall mean the part of the Resorts
described in EXHIBIT C to the Sale Agreement related to any Timeshare Loan.

                  "TIMESHARE PROPERTY" shall mean (i) with respect to a Club
Loan, a fractional fee simple timeshare interest in a Unit in a Resort entitling
the related Obligor to the use and occupancy of a Unit at the Resort for a
specified period of time each year or every other year in perpetuity and (ii)
with respect to an Aruba Loan, shares in the related Association at the La
Cabana Beach Resort and Racquet Club in Aruba entitling the related Obligor to
the use and occupancy of a fixed Unit at such Resort for a fixed period of time
each year or every other year for the duration of the long-term lease of such
resort.

                  "TRANSACTION DOCUMENTS" shall mean the Indenture, the Purchase
Agreement, the Transfer Agreement, the Sale Agreement, the Lockbox Agreement,
the Backup Servicing Agreement, the Administration Agreement, the Custodial
Agreement, the Note Purchase Agreement and all other agreements, documents or
instruments delivered in connection with the transactions contemplated thereby.

                  "TRANSFER AGREEMENT" shall mean the transfer agreement, dated
as of June 15, 2004, by and among Bluegreen, the Depositor and BXG Trust 2001-A
pursuant to which the Initial Timeshare Loans are sold to the Depositor.

                  "TRANSFER DATE" shall mean with respect to (i) a Subsequent
Timeshare Loan, the date during the Prefunding Period on which the Issuer
purchases such Subsequent Timeshare Loan from a Seller and pledges such
Timeshare Loan to the Indenture Trustee to be included as part of the Trust
Estate, and (ii) a Qualified Substitute Timeshare Loan, the date on which the
Club Originator substitutes one or more Timeshare Loan in accordance with
Section 4.6 of the Indenture.

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




                                     - 26 -


                  "TRUST" shall mean the Issuer.

                  "TRUST ACCOUNTS" shall mean collectively, the Lockbox Account,
the Collection Account and the General Reserve Account, the Prefunding Account
and the Capitalized Interest Account.

                  "TRUST AGREEMENT" shall mean the amended and restated trust
agreement, dated July 8, 2004, by and among Bluegreen Receivables Finance
Corporation VIII, GSS Holdings, Inc. and Wilmington Trust Company.

                  "TRUST CERTIFICATE" shall mean the certificate issued under
the Trust Agreement, which represents the sole equity interest in the Trust
formed hereunder.

                  "TRUST COMPANY" shall have the meaning specified in the Trust
Agreement.

                  "TRUST ESTATE" shall have the meaning specified in the
Granting Clause of the Indenture.

                  "TRUST ESTATE LIQUIDATION EVENT" shall have the meaning
specified in Section 6.6(b) of the Indenture.

                  "TRUST PAYING AGENT" shall have the meaning specified in
Section 3.13 of the Trust Agreement.

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

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

                  "UPGRADE" shall mean the process in which the an Obligor of an
Original Club Loan elects to (a)(i) reconvey the existing Club Property for a
new Club Property and (ii) cancels the Original Club Loan in exchange for a
Upgrade Club Loan secured by such new Club Property or (b)(i) acquire additional
Club Property and (ii) cancels the Original Club Loan in exchange for an Upgrade
Club Loan from the Club Originator secured by the existing Club Property and the
additional Club Property.

                  "UPGRADE CLUB LOAN" shall mean the new timeshare loan
originated by the Club Originator in connection with an Upgrade.

                  "VACATION POINTS" shall have the meaning specified in the Club
Trust Agreement.




                                     - 27 -

EX-10.132

                                                                  EXHIBIT 10.132

                             (BXG 2001-A to Depositor - Initial Timeshare Loans)

                               TRANSFER AGREEMENT

            This TRANSFER AGREEMENT (this "AGREEMENT"), dated as of June 15,
2004, is by and among Bluegreen Corporation, a Massachusetts corporation
("BLUEGREEN"), BXG Receivables Note Trust 2001-A, a statutory trust formed under
the laws of the State of Delaware (the "WAREHOUSE ISSUER" or the "SELLER") and
Bluegreen Receivables Finance Corporation VIII, a Delaware corporation (the
"SECURITIZATION DEPOSITOR"), and their respective permitted successors and
assigns.

                              W I T N E S S E T H:

            WHEREAS, in connection with the transactions contemplated by (i)
that certain amended and restated sale and servicing agreement, dated as of
April 17, 2002 (the "WAREHOUSE SALE AND SERVICING AGREEMENT") by and among
Bluegreen Receivables Finance Corporation V, as depositor (the "WAREHOUSE
DEPOSITOR"), the Warehouse Issuer, as issuer, Bluegreen, as seller and servicer
(in such capacity, the "WAREHOUSE SERVICER"), Concord Servicing Corporation, as
backup servicer (the "BACKUP SERVICER"), Vacation Trust, Inc., as club trustee
(the "Club Trustee") and U.S. Bank National Association ("US BANK"), as
indenture trustee and custodian, (ii) that certain amended and restated
indenture, dated as of April 17, 2002 (the "WAREHOUSE INDENTURE"), by and
between Warehouse Issuer and US Bank, as indenture trustee, and (iii) that
certain amended and restated note purchase agreement, dated as of April 17, 2002
(the "WAREHOUSE NOTE PURCHASE AGREEMENT") by and among the Warehouse Issuer,
Bluegreen, the Warehouse Depositor, Resort Finance LLC (as successor-in-interest
to ING Capital LLC), as agent (the "WAREHOUSE AGENT") and the purchasers named
therein (the "WAREHOUSE PURCHASERS"), (A) Bluegreen sold, transferred and
conveyed, from time to time, all of its right, title and interest in, to and
under certain timeshare loans, receivables and related security (the "WAREHOUSE
TIMESHARE LOANS") to the Warehouse Depositor, (B) the Warehouse Depositor sold
the Warehouse Timeshare Loans to the Warehouse Issuer and (C) the Warehouse
Issuer issued a single class of notes (the "WAREHOUSE NOTES") secured by the
Warehouse Timeshare Loans to the Warehouse Purchasers;

            WHEREAS, in connection with each sale of the Warehouse Timeshare
Loans to the Warehouse Depositor under the Warehouse Sale and Servicing
Agreement, Bluegreen made certain representations and warranties with respect to
the Warehouse Timeshare Loans as of the related transfer dates;

            WHEREAS, pursuant to Section 9.15 of the Warehouse Note Purchase
Agreement, the Warehouse Agent may, after delivery of notice (a "SALE NOTICE")
to the Warehouse Issuer, direct the Warehouse Issuer to sell, transfer and
convey to the Warehouse Agent's designee, all of its right, title and interest
in, to and under the Warehouse Timeshare Loans specified in such Sale Notice;

                                       1


            WHEREAS, on the date hereof, the Warehouse Agent has delivered such
notice to the Warehouse Issuer and, in such notice, has directed the Warehouse
Issuer to sell the Warehouse Timeshare Loans specified in such notice to the
Securitization Depositor and to enter into this Agreement and such other
Transaction Documents as are necessary to effectuate the sale of such Warehouse
Timeshare Loans;

            WHEREAS, the Securitization Depositor has been established as a
bankruptcy-remote entity owned by Bluegreen for the purpose of acquiring the
Warehouse Timeshare Loans and, from time to time, other Timeshare Loans sold
and/or contributed to it by Bluegreen, as the case may be, in accordance with
the provisions of the Purchase Agreement;

            WHEREAS, on the Closing Date, (i) pursuant to the Sale Notice, the
Seller wishes to sell all of its right, title and interest in and to the
Warehouse Timeshare Loans to the Securitization Depositor in accordance with the
provisions of this Agreement, (ii) the Securitization Depositor intends,
concurrently with the purchase of the Warehouse Timeshare Loans from the Seller,
to sell, transfer and otherwise absolutely convey, and BXG Receivables Note
Trust 2004-B (the "SECURITIZATION ISSUER") intends to purchase the Warehouse
Timeshare Loans and other timeshare loans, and (ii) the Securitization Issuer
intends to pledge such Warehouse Timeshare Loans and other timeshare loans
acquired thereby to US Bank, as indenture trustee (in such capacity, the
"SECURITIZATION INDENTURE TRUSTEE") and custodian (in such capacity, the
"SECURITIZATION CUSTODIAN"), pursuant to an indenture, dated as of June 15, 2004
(the "SECURITIZATION INDENTURE"), by and among the Securitization Issuer,
Bluegreen, as servicer (the "SECURITIZATION SERVICER"), the Club Trustee and the
Securitization Indenture Trustee, to secure the Issuer's 4.445% Timeshare
Loan-Backed Notes, Series 2004-B, Class A, 4.695% Timeshare Loan-Backed Notes,
Series 2004-B, Class B, 5.190% Timeshare Loan-Backed Notes, Series 2004-B, Class
C, 6.680% Timeshare Loan-Backed Notes, Series 2004-B, Class D and
7.180%Timeshare Loan-Backed Notes, Series 2004-B, Class E (collectively, the
"SECURITIZATION NOTES");

            WHEREAS, Bluegreen originated the Warehouse Timeshare Loans, is
familiar with the terms of the Warehouse Timeshare Loans and is the Warehouse
Servicer and has been servicing each of the Warehouse Timeshares Loans on behalf
of the Warehouse Agent and Warehouse Purchasers in accordance with the Servicing
Standard and the applicable provisions of the Warehouse Sale and Servicing
Agreement and it has not taken or failed to take any action to cause a breach of
the representations and warranties set forth in Section 2.1 and 2.2 of Warehouse
Sale and Servicing Agreement;

            WHEREAS, in consideration for providing the representations and
warranties set forth in Section 5 of this Agreement and having the obligation to
cure any material breaches thereof, or to repurchase or substitute any Defective
Timeshare Loans, and to provide the indemnities set forth hereunder, Bluegreen
desires: (i) to act as Securitization Servicer on behalf of the Holders of the
Securitization Notes, for which Bluegreen shall be entitled to receive a
Servicing Fee and Additional Servicing Compensation in accordance with the
provisions of the Securitization Indenture, (ii) to act as Administrator on
behalf of the Securitization Issuer and the Owner Trustee, for which Bluegreen
shall be entitled to an Administrator Fee, (iii) to have the option, but not the
obligation, to purchase or substitute Upgraded Club Loans pursuant to the

                                       2


terms and conditions set forth in this Agreement and the Transaction Documents
and (iv) to have the option, but not the obligation, to purchase or substitute
Defaulted Timeshare Loans, which such option may be waived with respect to any
Defective Timeshare Loan, in each case, pursuant to the terms and conditions set
forth herein; and

            WHEREAS, Bluegreen, as the residual interest of the Warehouse
Issuer, will derive an economic benefit from the sale hereunder of the Warehouse
Timeshare Loans to the Securitization Depositor.

            NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto covenant and agree as follows:

            SECTION 1. Definitions; Interpretation. Capitalized terms used but
not defined herein shall have the meanings specified in "Standard Definitions"
attached hereto as Annex A.

            SECTION 2. Acquisition of Timeshare Loans.

            (a) (i) Timeshare Loans. On the Closing Date, in return for the
Timeshare Loan Acquisition Price for each of the Warehouse Timeshare Loans, the
Seller does hereby transfer, assign, sell and grant to the Securitization
Depositor, without recourse (except as provided in Section 6 and Section 8
hereof), any and all of the Seller's right, title and interest in and to (i) the
Warehouse Timeshare Loans listed on Schedule III hereto, (ii) the Receivables in
respect of such Warehouse Timeshare Loans due after the related Cut-Off Date,
(iii) the related Timeshare Loan Documents (excluding any rights as developer or
declarant under the Timeshare Declaration, the Timeshare Program Consumer
Documents or the Timeshare Program Governing Documents), (iv) all Related
Security in respect of each such Warehouse Timeshare Loan, (v) the Seller's
rights and remedies under the Warehouse Sale and Servicing Agreement (including,
but not limited to, repurchase and substitution rights with respect to breaches
of representations and warranties made by Bluegreen therein in respect of the
Warehouse Timeshare Loans) and (vi) all income, payments, proceeds and other
benefits and rights related to any of the foregoing (the property in clauses
(i)-(vi), being the "ASSETS"). Upon such sale and transfer, the ownership of
each Warehouse Timeshare Loan and all collections allocable to principal and
interest thereon since the related Cut-Off Date and all other property interests
or rights conveyed pursuant to and referenced in this Section 2(a)(i) shall
immediately vest in the Securitization Depositor, its successors and assigns
(including the Securitization Issuer and the Securitization Indenture Trustee).
The Seller shall not take any action inconsistent with such ownership nor claim
any ownership interest in any Warehouse Timeshare Loan for any purpose
whatsoever other than for federal and state income tax reporting, if applicable.
The parties to this Agreement hereby acknowledge that the "credit risk" of the
Warehouse Timeshare Loans conveyed hereunder shall be borne by the
Securitization Issuer and its subsequent assignees.

            (b) Delivery of Timeshare Loan Documents. In connection with the
sale, transfer, assignment and conveyance of any Warehouse Timeshare Loans
hereunder, the Securitization Depositor hereby directs the Seller and the Seller
hereby agrees to deliver or cause

                                       3


to be delivered to the U.S. Bank, as Custodian, all related Timeshare Loan Files
and to the Securitization Servicer all related Timeshare Loan Servicing Files.

            (c) Collections. The Seller shall deposit or cause to be deposited
all collections in respect of the Warehouse Timeshare Loans received by the
Seller, the Warehouse Servicer or any of its Affiliates after the related
Cut-Off Date in the Lockbox Account.

            (d) Limitation of Liability. None of the Securitization Depositor,
the Seller or any subsequent assignee of the Securitization Depositor shall have
any obligation or liability with respect to any Warehouse Timeshare Loan nor
shall the Securitization Depositor, the Seller or any subsequent assignee have
any liability to any Obligor in respect of any Warehouse Timeshare Loan. No such
obligation or liability is intended to be assumed by the Securitization
Depositor, the Seller or any subsequent assignee herewith and any such liability
is hereby expressly disclaimed.

            SECTION 3. Intended Characterization; Grant of Security Interest. It
is the intention of the parties hereto that the transfer of Warehouse Timeshare
Loans to be made pursuant to the terms hereof shall constitute a sale by the
Seller to the Securitization Depositor and not a loan secured by the Warehouse
Timeshare Loans. In the event, however, that a court of competent jurisdiction
were to hold that any such transfer constitutes a loan and not a sale, it is the
intention of the parties hereto that the Seller shall be deemed to have granted
to the Securitization Depositor as of the date hereof a first priority perfected
security interest in all of Seller's right, title and interest in, to and under
the Assets specified in Section 2 hereof, and that with respect to such
conveyance, this Agreement shall constitute a security agreement under
applicable law. In the event of the characterization of any such transfer as a
loan, the amount of interest payable or paid with respect to such loan under the
terms of this Agreement shall be limited to an amount which shall not exceed the
maximum non-usurious rate of interest allowed by the applicable state law or any
applicable law of the United States permitting a higher maximum non-usurious
rate that preempts such applicable state law, which could lawfully be contracted
for, charged or received (the "HIGHEST LAWFUL RATE"). In the event any payment
of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto
stipulate that (a) to the extent possible given the term of such loan, such
excess amount previously paid or to be paid with respect to such loan be applied
to reduce the principal balance of such loan, and the provisions thereof
immediately be deemed reformed and the amounts thereafter collectible thereunder
reduced, without the necessity of the execution of any new document, so as to
comply with the then applicable law, but so as to permit the recovery of the
fullest amount otherwise called for thereunder and (b) to the extent that the
reduction of the principal balance of, and the amounts collectible under, such
loan and the reformation of the provisions thereof described in the immediately
preceding clause (a) is not possible given the term of such loan, such excess
amount will be deemed to have been paid with respect to such loan as a result of
an error and upon discovery of such error or upon notice thereof by any party
hereto such amount shall be refunded by the recipient thereof.

            The characterization of the Seller as "debtor" and the
Securitization Depositor as "secured party" in any such financing statement
required hereunder is solely for protective purposes and shall in no way be
construed as being contrary to the intent of the parties that this

                                       4


transaction be treated as a sale to the Securitization Depositor of such
Seller's entire right, title and interest in and to the Assets.

            Each of the Seller, Bluegreen, the Club Trust, the Club Trustee, the
Securitization Depositor and any of its Affiliates hereby agrees to make the
appropriate entries in its general accounting records and to indicate that the
Warehouse Timeshare Loans have been transferred to the Securitization Depositor.

            SECTION 4. Conditions Precedent to Acquisition of Warehouse
Timeshare Loans by the Securitization Depositor. The obligations of the
Securitization Depositor to purchase any Warehouse Timeshare Loans hereunder
shall be subject to the satisfaction of the following conditions:

            (a) All representations and warranties of Bluegreen contained in
Section 5 and in Schedule I hereof, and all information provided in the Schedule
of Timeshare Loans related thereto shall be true and correct as of the Closing
Date or Transfer Date, as applicable, and Bluegreen shall have delivered to the
Securitization Depositor, the Securitization Indenture Trustee and the Initial
Purchaser an Officer's Certificate to such effect.

            (b) On or prior to the Closing Date or a Transfer Date, as
applicable, the Seller shall have delivered or shall have caused the delivery of
(i) the related Timeshare Loan Files to the Securitization Custodian and the
Securitization Custodian shall have delivered a receipt therefore pursuant to
the Custodial Agreement and (ii) the Timeshare Loan Servicing Files to the
Securitization Servicer.

            (c) The Seller shall have delivered or shall have caused to be
delivered all other information theretofore required or reasonably requested by
the Securitization Depositor to be delivered by the Seller or performed or
caused to be performed all other obligations required to be performed as of the
Closing Date or Transfer Date, as the case may be, including all filings,
recordings and/or registrations as may be necessary in the reasonable opinion of
the Securitization Depositor, the Securitization Issuer, or the Securitization
Indenture Trustee to establish and preserve the right, title and interest of the
Securitization Depositor, the Securitization Issuer, or the Securitization
Indenture Trustee, as the case may be, in the related Warehouse Timeshare Loans.

            (d) On or before the Closing Date, the Securitization Depositor, the
Securitization Servicer, the Club Trustee, the Backup Servicer and the Indenture
Trustee shall have entered into the Securitization Indenture.

            (e) The Securitization Notes shall be issued and sold on the Closing
Date, and each of the Securitization Issuer and the Securitization Depositor
shall receive the full consideration due it upon the issuance of the
Securitization Notes, and the Securitization Issuer and the Securitization
Depositor shall have applied their respective consideration to the extent
necessary, to pay the Timeshare Loan Acquisition Price for each Warehouse
Timeshare Loan.

                                       5


            (f) Each Timeshare Loan conveyed on a Transfer Date shall satisfy
each of the criteria specified in the definition of "Qualified Substitute
Timeshare Loan" and each of the conditions herein and in the Securitization
Indenture for substitution of Warehouse Timeshare Loans shall have been
satisfied.

            (g) The Securitization Depositor shall have received such other
certificates and opinions as it shall reasonably request.

            SECTION 5. Representations and Warranties and Certain Covenants of
Bluegreen.

            (a) Bluegreen represents and warrants to the Securitization
Depositor, the Securitization Issuer and the Securitization Indenture Trustee
for the benefit of the Securitization Noteholders, as of the Closing Date (with
respect to the Timeshare Loans transferred on the Closing Date) and on each
Transfer Date (with respect to Qualified Substitute Timeshare Loans transferred
on such Transfer Date) as follows:

                (i) Due Incorporation; Valid Existence; Good Standing. It is a
      corporation duly organized and validly existing in good standing under the
      laws of the jurisdiction of its incorporation; and is duly qualified to do
      business as a foreign corporation and in good standing under the laws of
      each jurisdiction where the character of its property, the nature of its
      business or the performance of its obligations under this Agreement makes
      such qualification necessary, except where the failure to be so qualified
      will not have a material adverse effect on its business or its ability to
      perform its obligations under this Agreement or any other Transaction
      Document to which it is a party or under the transactions contemplated
      hereunder or thereunder or the validity or enforceability of the Warehouse
      Timeshare Loans. To Bluegreen's Knowledge, the Seller is, and so long as
      the Warehouse Notes are outstanding, will be a business trust duly
      organized and validly existing in good standing under the laws of the
      jurisdiction of its formation and is duly qualified to do business as a
      foreign corporation and in good standing under the laws of each
      jurisdiction where the performance of its obligations under this Agreement
      makes such qualification necessary, except where the failure to be so
      qualified will not have a material adverse effect on its ability to
      perform its obligations under this Agreement or any other Transaction
      Document to which it is a party or under the transactions contemplated
      hereunder or thereunder or the validity or enforceability of the Warehouse
      Timeshare Loans.

                (ii) Possession of Licenses, Certificates, Franchises and
      Permits. Each of Bluegreen and the Seller holds (and Bluegreen at all
      times during the term of this Agreement and the Seller so long as the
      Warehouse Notes are outstanding, will hold) all material licenses,
      certificates, franchises and permits from all governmental authorities
      necessary for the conduct of its business, and has received no notice of
      proceedings relating to the revocation of any such license, certificate,
      franchise or permit, which singly or in the aggregate, if the subject of
      an unfavorable decision, ruling or finding, would materially and adversely
      affect its ability to perform its obligations under this Agreement or any
      other Transaction Document to which it is a party or under the

                                       6


      transactions contemplated hereunder or thereunder or the validity or
      enforceability of the Warehouse Timeshare Loans.

                (iii) Corporate Authority and Power. It has, and at all times
      during the term of this Agreement will have, all requisite corporate power
      and authority to own its properties, to conduct its business, to execute
      and deliver this Agreement and all documents and transactions contemplated
      hereunder and to perform all of its obligations under this Agreement and
      any other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder. To Bluegreen's
      Knowledge, the Seller has, and so long as the Warehouse Notes are
      outstanding, will have all requisite corporate power and authority to own
      its properties, to conduct its business, to execute and deliver this
      Agreement and all documents and transactions contemplated hereunder and to
      perform all of its obligations under this Agreement and any other
      Transaction Document to which it is a party or under the transactions
      contemplated hereunder or thereunder. To Bluegreen's Knowledge, the Seller
      has all requisite power and authority to acquire, own, transfer and convey
      the Warehouse Timeshare Loans to the Securitization Depositor.

                (iv) Authorization, Execution and Delivery Valid and Binding.
      This Agreement and all other Transaction Documents and instruments
      required or contemplated hereby to be executed and delivered by Bluegreen
      have been duly authorized, executed and delivered by Bluegreen and,
      assuming the due execution and delivery by, the other party or parties
      hereto and thereto, constitute legal, valid and binding agreements
      enforceable against Bluegreen in accordance with their respective terms
      subject, as to enforceability, to bankruptcy, insolvency, reorganization,
      liquidation, dissolution, moratorium and other similar applicable laws
      affecting the enforceability of creditors' rights generally applicable in
      the event of the bankruptcy, insolvency, reorganization, liquidation or
      dissolution, as applicable, of Bluegreen and to general principles of
      equity, regardless of whether such enforceability shall be considered in a
      proceeding in equity or at law. To Bluegreen's Knowledge, this Agreement
      and all other Transaction Documents and instruments required or
      contemplated hereby to be executed and delivered by the Seller have been
      duly authorized, executed and delivered by the Seller and, assuming the
      due execution and delivery by, the other party or parties hereto and
      thereto, constitute legal, valid and binding agreements enforceable
      against the Seller in accordance with their respective terms subject, as
      to enforceability, to bankruptcy, insolvency, reorganization, liquidation,
      dissolution, moratorium and other similar applicable laws affecting the
      enforceability of creditors' rights generally applicable in the event of
      the bankruptcy, insolvency, reorganization, liquidation or reorganization
      as applicable, of the Seller and to general principles of equity,
      regardless of whether such enforceability shall be considered in a
      proceeding in equity or at law. To Bluegreen's Knowledge, this Agreement
      constitutes a valid transfer of the Seller's interest in the Warehouse
      Timeshare Loans to the Securitization Depositor or, in the event of the
      characterization of any such transfer as a loan, the valid creation of a
      first priority perfected security interest in the Warehouse Timeshare
      Loans in favor of the Securitization Depositor.

                                       7


                (v) No Violation of Law, Rule, Regulation, etc. The execution,
      delivery and performance by Bluegreen of this Agreement and any other
      Transaction Document to which it is a party do not and will not (A)
      violate any of the provisions of its articles of incorporation or bylaws,
      (B) violate any provision of any law, governmental rule or regulation
      currently in effect applicable to it or its properties or by which it or
      its properties may be bound or affected, including, without limitation,
      any bulk transfer laws, where such violation would have a material adverse
      effect on its ability to perform its obligations under this Agreement or
      any other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder or the validity or
      enforceability of the Warehouse Timeshare Loans, (C) violate any judgment,
      decree, writ, injunction, award, determination or order currently in
      effect applicable to it or its properties or by which it or its properties
      are bound or affected, where such violation would have a material adverse
      effect on its ability to perform its obligations under this Agreement or
      any other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder or the validity or
      enforceability of the Warehouse Timeshare Loans, (D) conflict with, or
      result in a breach of, or constitute a default under, any of the
      provisions of any indenture, mortgage, deed of trust, contract or other
      instrument to which it is a party or by which it is bound where such
      violation would have a material adverse effect on its ability to perform
      its obligations under this Agreement or any other Transaction Document to
      which it is a party or under the transactions contemplated hereunder or
      thereunder or the validity or enforceability of the Warehouse Timeshare
      Loans or (E) result in the creation or imposition of any Lien upon any of
      its properties pursuant to the terms of any such indenture, mortgage, deed
      of trust, contract or other instrument. To Bluegreen's Knowledge, the
      execution, delivery and performance by the Seller of this Agreement and
      any other Transaction Document to which the Seller is a party do not and
      will not (1) violate any of the provisions of its certificate of trust,
      trust agreement or other related organizational document, (2) violate any
      provision of any law, governmental rule or regulation currently in effect
      applicable to the Seller or its properties by which the Seller or its
      properties may be bound or affected, including, without limitation, any
      bulk transfer laws, where such violation would have a material adverse
      effect on the Seller's ability to perform its obligations under this
      Agreement or any other Transaction Document to which the Seller is a party
      or under the transactions contemplated hereunder or thereunder or the
      validity or enforceability of the Warehouse Timeshare Loans, (3) violate
      any judgment, decree, writ, injunction, award, determination or order
      currently in effect applicable to the Seller or its properties or by which
      the Seller or its properties are bound or affected, where such violation
      would have a material adverse effect on the Seller's ability to perform
      its obligations under this Agreement or any other Transaction Document to
      which the Seller is a party or under the transactions contemplated
      hereunder or thereunder or the validity or enforceability of the related
      Warehouse Timeshare Loans or (4) conflict with, or result in a breach of,
      or constitute a default under, any of the provisions of any sale and
      servicing agreement, indenture, mortgage, deed of trust, contract or other
      instrument to which the Seller is a party or by which it is bound where
      such violation would have a material adverse effect on the Seller's
      ability to perform its obligations under this Agreement or any other
      Transaction Document to which the Seller is a party or under the
      transactions

                                       8


      contemplated hereunder or thereunder or the validity or enforceability of
      the Warehouse Timeshare Loans.

                (vi) Governmental Consent. No consent, approval, order or
      authorization of, and no filing with or notice to, any court or other
      Governmental Authority in respect of Bluegreen is required which has not
      been obtained in connection with the authorization, execution, delivery or
      performance by Bluegreen of this Agreement or any of the other Transaction
      Documents to which Bluegreen is a party or under the transactions
      contemplated hereunder or thereunder, including, without limitation, the
      transfer of the Warehouse Timeshare Loans and the creation of the security
      interest of the Securitization Depositor therein pursuant to Section 3
      hereof. To Bluegreen's Knowledge, no consent, approval, order or
      authorization of, and no filing with or notice to, any court or other
      Governmental Authority in respect of the Seller is required which has not
      been obtained in connection with the authorization, execution, delivery or
      performance by the Seller of this Agreement or any of the other
      Transaction Documents to which the Seller is a party or under the
      transactions contemplated hereunder or thereunder, including, without
      limitation, the transfer of the Warehouse Timeshare Loans and the creation
      of the security interest of the Securitization Depositor therein pursuant
      to Section 3 hereof.

                (vii) Defaults. It is not in default under any material
      agreement, contract, instrument or indenture to which it is a party or by
      which it or its properties is or are bound, or with respect to any order
      of any court, administrative agency, arbitrator or governmental body, in
      each case, which would have a material adverse effect on the transactions
      contemplated hereunder or on its business, operations, financial condition
      or assets, and no event has occurred which with notice or lapse of time or
      both would constitute such a default with respect to any such agreement,
      contract, instrument or indenture, or with respect to any such order of
      any court, administrative agency, arbitrator or governmental body. To
      Bluegreen's Knowledge, on the Closing Date the Seller is not in default
      under any material agreement, contract, instrument or indenture to which
      it is a party or by which it or its properties is or are bound, or with
      respect to any order of any court, administrative agency, arbitrator or
      governmental body, in each case, which would have a material adverse
      effect on the transactions contemplated hereunder, and no event has
      occurred which with notice or lapse of time or both would constitute such
      a default with respect to any such agreement, contract, instrument or
      indenture, or with respect to any such order of any court, administrative
      agency, arbitrator or governmental body.

                (viii) Insolvency. It is solvent and will not be rendered
      insolvent by the transfer of Warehouse Timeshare Loans hereunder. On and
      after the Closing Date, it will not engage in any business or transaction
      the result of which would cause the property remaining with it to
      constitute an unreasonably small amount of capital. To Bluegreen's
      Knowledge, on the Closing Date the Seller is solvent and will not be
      rendered insolvent by the transfer of the Warehouse Timeshare Loans
      hereunder. To Bluegreen's Knowledge, on the Closing Date, the Seller will
      not engage in any business or transaction, the result of which would cause
      the property remaining with it to constitute an unreasonably small amount
      of capital.

                                       9


                (ix) Pending Litigation or Other Proceedings. Other than as
      described in the Offering Circular, there is no pending or, to its
      Knowledge, threatened action, suit, proceeding or investigation before any
      court, administrative agency, arbitrator or governmental body against or
      affecting it which, if decided adversely, would materially and adversely
      affect (A) its condition (financial or otherwise), its business or
      operations, (B) its ability to perform its obligations under, or the
      validity or enforceability of, this Agreement or any other documents or
      transactions contemplated under this Agreement, (C) any Warehouse
      Timeshare Loan or title of any Obligor to any related Timeshare Property,
      or (D) the Securitization Depositor's or any of its assigns' ability to
      foreclose or otherwise enforce the liens of the related Mortgage Notes and
      the rights of the Obligors to use and occupy the related Timeshare
      Properties. To Bluegreen's Knowledge, there is no pending or threatened
      action, suit, proceeding or investigation before any court, administrative
      agency, arbitrator or governmental body against or affecting the Seller
      which, if decided adversely, would materially and adversely affect (A) the
      Seller's ability to perform its obligations under, or the validity or
      enforceability of, this Agreement or any other documents or transactions
      contemplated under this Agreement, (B) any Warehouse Timeshare Loan or
      title of any Obligor to any related Timeshare Property or (C) the
      Securitization Depositor's or any of its assigns' ability to foreclose or
      otherwise enforce the liens of the related Mortgage Notes and the rights
      of the Obligors to use and occupy the related Timeshare Properties.

                (x) Information. No document, certificate or report furnished or
      required to be furnished by or on behalf of it or, to Bluegreen's
      Knowledge, on behalf of the Seller pursuant to this Agreement, contains or
      will contain when furnished any untrue statement of a material fact or
      fails or will fail to state a material fact necessary in order to make the
      statements contained therein not misleading in light of the circumstances
      in which it was made. There are no facts known to it which, individually
      or in the aggregate, materially adversely affect, or which (aside from
      general economic trends) may reasonably be expected to materially
      adversely affect in the future, its financial condition or assets or
      business, or which may impair its or the Seller's ability to perform its
      respective obligations under this Agreement, which have not been disclosed
      herein or therein or in the certificates and other documents furnished to
      the Securitization Depositor by or on its or the Seller's behalf pursuant
      hereto or thereto specifically for use in connection with the transactions
      contemplated hereby or thereby.

                (xi) Foreign Tax Liability. It is not aware of any Obligor under
      a Warehouse Timeshare Loan who has withheld any portion of payments due
      under such Warehouse Timeshare Loan because of the requirements of a
      foreign taxing authority, and no foreign taxing authority has contacted it
      concerning a withholding or other foreign tax liability.

                (xii) Employee Benefit Plan Liability. As of the Closing Date
      and each Transfer Date, as applicable, (i) no "accumulated funding
      deficiency" (as such term is defined under ERISA and the Code), whether or
      not waived, exists with respect to any "employee pension benefit plan" (as
      such term is defined under ERISA) sponsored, maintained or contributed to
      by Bluegreen or the Seller or any of its affiliates, and, to Bluegreen and
      the Seller's knowledge, no event has occurred or circumstance exists that

                                       10


      may result in an accumulated funding deficiency as of the last day of the
      current plan year of any such plan; (ii) Bluegreen and the Seller and each
      of its affiliates has made all contributions required under each
      multiemployer plan (as such term is defined under ERISA) (a "Multiemployer
      Plan") to which Bluegreen and the Seller or any of its affiliates
      contributes or in which Bluegreen and the Seller or any of its affiliates
      participates (a "Seller Multiemployer Plan"); and (iii) neither Bluegreen
      and the Seller nor any of its affiliates has withdrawn from any
      Multiemployer Plan with respect to which there is any outstanding
      liability and, to Bluegreen and the Seller's knowledge, no event has
      occurred or circumstance exists that presents a risk of the occurrence of
      any withdrawal from, or the partition, termination, reorganization or
      insolvency of, any Seller Multiemployer Plan that could result in any
      liability to Bluegreen or the Seller.

                (xiii) Taxes. It has filed all tax returns (federal, state and
      local) which it reasonably believes are required to be filed and has paid
      or made adequate provision for the payment of all taxes, assessments and
      other governmental charges due from it or is contesting any such tax,
      assessment or other governmental charge in good faith through appropriate
      proceedings or except where the failure to file or pay will not have a
      material adverse effect on the rights and interests of the Securitization
      Depositor or any of its subsequent assignees. It knows of no basis for any
      material additional tax assessment for any fiscal year for which adequate
      reserves have not been established. It intends to pay all such taxes,
      assessments and governmental charges when due. To Bluegreen's Knowledge,
      the Seller has filed, as of the Closing Date all applicable tax returns
      which it reasonably believes are required to be filed.

                (xiv) Place of Business. The principal place of business and
      chief executive office where Bluegreen and the Seller keeps its records
      concerning the Warehouse Timeshare Loans will be 4960 Conference Way
      North, Suite 100, Boca Raton, Florida 33431 (or such other place specified
      by Bluegreen and the Seller by written notice to the Securitization
      Depositor, the Securitization Issuer and the Securitization Indenture
      Trustee). The Seller is a business trust formed under the laws of the
      State of Delaware. Bluegreen is a corporation formed under the laws of the
      Commonwealth of Massachusetts.

                (xv) Securities Laws. Neither it nor, to Bluegreen's Knowledge,
      the Seller is an "investment company" or a company "controlled" by an
      "investment company" within the meaning of the Investment Company Act of
      1940, as amended. No portion of the Timeshare Loan Acquisition Price for
      each of the Warehouse Timeshare Loans will be used by it or the Seller to
      acquire any security in any transaction which is subject to Section 13 or
      Section 14 of the Securities Exchange Act of 1934, as amended.

                (xvi) Bluegreen Vacation Club. With respect to Warehouse
      Timeshare Loans that are Club Loans:

                      (A) The Club Trust Agreement, of which a true and correct
            copy is attached hereto as Exhibit B is in full force and effect and
            a certified copy of the

                                       11


            Club Trust Agreement has been delivered to the Securitization
            Indenture Trustee together with all amendments and supplements in
            respect thereof;

                      (B) The arrangement of contractual rights and obligations
            (duly established in accordance with the Club Trust Agreement under
            the laws of the State of Florida) was established for the purpose of
            holding and preserving certain property for the benefit of the
            Beneficiaries referred to in the Club Trust Agreement. The Club
            Trustee has all necessary trust and other authorizations and powers
            required to carry out its obligations under the Club Trust Agreement
            in the State of Florida and in all other states in which it owns
            Resort Interests. The Club is not a corporation or business trust
            under the laws of the State of Florida. The Club is not taxable as
            an association, corporation or business trust under federal law or
            the laws of the State of Florida;

                      (C) The Club Trustee is a corporation duly formed, validly
            existing and in good standing under the laws of the State of
            Florida. The Club Trustee is authorized to transact business in no
            other state. The Club Trustee is not an affiliate of the Servicer
            for purposes of Chapter 721, Florida Statutes and is in compliance
            with the requirements of such Chapter 721 requiring that it be
            independent of the Servicer;

                      (D) The Club Trustee had all necessary corporate power to
            execute and deliver, and has all necessary corporate power to
            perform its obligations under this Agreement, the other Transaction
            Documents to which it is a party, the Club Trust Agreement and the
            Club Management Agreement. The Club Trustee possesses all requisite
            franchises, operating rights, licenses, permits, consents,
            authorizations, exemptions and orders as are necessary to discharge
            its obligations under the Club Trust Agreement;

                      (E) The Club Trustee holds all right, title and interest
            in and to all of the Timeshares Properties related to the Warehouse
            Timeshare Loans solely for the benefit of the Beneficiaries referred
            to in, and subject in each case to the provisions of, the Club Trust
            Agreement and the other documents and agreements related thereto.
            Except with respect to the Mortgages, the Club Trustee has permitted
            none of such related Warehouse Timeshare Loans to be made subject to
            any lien or encumbrance during the time it has been a part of the
            trust estate under the Club Trust Agreement;

                      (F) There are no actions, suits, proceedings, orders or
            injunctions pending against the Club or the Club Trustee, at law or
            in equity, or before or by any governmental authority which, if
            adversely determined, could reasonably be expect to have a material
            adverse effect on the Trust Estate or the Club Trustee's ability to
            perform its obligations under the Transaction Documents;

                      (G) Neither the Club nor the Club Trustee has incurred any
            indebtedness for borrowed money (directly, by guarantee, or
            otherwise);

                                       12


                      (H) All ad valorem taxes and other taxes and assessments
            against the Club and/or its trust estate have been paid when due and
            neither the Servicer nor, to Bluegreen's Knowledge, the Club Trustee
            knows of any basis for any additional taxes or assessments against
            any such property. The Club has filed all required tax returns and
            has paid all taxes shown to be due and payable on such returns,
            including all taxes in respect of sales of Owner Beneficiary Rights
            (as defined in the Club Trust Agreement) and Vacation Points;

                      (I) The Club and the Club Trustee are in compliance in all
            material respects with all applicable laws, statutes, rules and
            governmental regulations applicable to it and in compliance with
            each material instrument, agreement or document to which it is a
            party or by which it is bound, including, without limitation, the
            Club Trust Agreement;

                      (J) Except as expressly permitted in the Club Trust
            Agreement, the Club Trustee has maintained the One-to-One
            Beneficiary to Accommodation Ratio (as such terms are defined in the
            Club Trust Agreement);

                      (K) Bluegreen Vacation Club, Inc. is a non-stock
            corporation duly formed, validly existing and in good standing under
            the laws of the State of Florida;

                      (L) Upon purchase of the Warehouse Timeshare Loans and
            related Trust Estate hereunder, the Securitization Depositor and its
            subsequent assignees is an "Interest Holder Beneficiary" under the
            Club Trust Agreement and each of the Warehouse Timeshare Loans
            constitutes "Lien Debt", "Purchase Money Lien Debt" and "Owner
            Beneficiary Obligations" under the Club Trust Agreement; and

                      (M) Except as disclosed to the Securitization Depositor or
            its assignees in writing, each Mortgage associated with a Warehouse
            Timeshare Loan that is a Club Loan and granted by the Club Trustee
            or the Obligor on the related Club Loan, as applicable, has been
            duly executed, delivered and recorded by or pursuant to the
            instructions of the Club Trustee under the Club Trust Agreement and
            such Mortgage is valid and binding and effective to create the lien
            and security interests in favor of the Securitization Indenture
            Trustee (upon assignment thereof to the Securitization Indenture
            Trustee). Each of such Mortgages was granted in connection with the
            financing of a sale of a Resort Interest.

                (xvii) Bluegreen is the Warehouse Servicer and has been
      servicing the Warehouse Timeshare Loans in accordance with the Servicing
      Standard and the applicable provisions of the Warehouse Sale and Servicing
      Agreement and it has not taken or failed to take any action to cause a
      breach of the representations and warranties set forth in Sections 2.1 and
      2.2 of Warehouse Sale and Servicing Agreement.

                                       13


            (b) Bluegreen hereby makes the representations and warranties
relating to the Warehouse Timeshare Loans contained in Schedule I hereto for the
benefit of the Securitization Depositor and its assignees as of the Closing Date
(with respect to each Warehouse Timeshare Loan transferred on the Closing Date)
and as of each Transfer Date (with respect to each Qualified Substitute
Timeshare Loan transferred on such Transfer Date), as applicable.

            (c) It is understood and agreed that the representations and
warranties set forth in this Section 5 shall survive the (i) sale of each
Warehouse Timeshare Loan to the Securitization Depositor, (ii) any subsequent
sale and assignment by the Securitization Depositor of such Warehouse Timeshare
Loans and the rights and remedies of the Securitization Depositor hereunder to
the Securitization Issuer and (iii) the subsequent pledge of such Warehouse
Timeshare Loans and rights and remedies hereunder to the Securitization
Indenture Trustee on behalf of the Securitization Noteholders and shall continue
so long as any such Warehouse Timeshare Loans shall remain outstanding or until
such time as such Warehouse Timeshare Loans are repurchased, purchased or a
Qualified Substitute Timeshare Loan is provided pursuant to Section 6 hereof.
Each of the Seller and Bluegreen acknowledge that it has been advised that the
Securitization Depositor intends to sell, transfer, assign and convey all of its
right, title and interest in and to each Warehouse Timeshare Loan and its rights
and remedies under this Agreement to the Securitization Issuer and that the
Securitization Issuer intends to pledge the Warehouse Timeshare Loans and its
rights and remedies under this Agreement to the Securitization Indenture Trustee
on behalf of the Securitization Noteholders. The Seller and Bluegreen jointly
agree that, upon any such assignment, the Securitization Indenture Trustee may
enforce directly, without joinder of the Securitization Depositor or the
Securitization Issuer (but subject to any defense that Bluegreen may have under
this Agreement) all rights and remedies hereunder.

            (d) With respect to any representations and warranties contained in
Section 5 which are made to Bluegreen's Knowledge, if it is discovered that any
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of a Warehouse Timeshare Loan or the interests of
the Securitization Depositor or any subsequent assignee thereof, then
notwithstanding such lack of Knowledge of the accuracy of such representation
and warranty at the time such representation or warranty was made (without
regard to any Knowledge qualifiers), such inaccuracy shall be deemed a breach of
such representation or warranty for purposes of the repurchase or substitution
obligations described in Sections 6(a)(i) or (ii) below.

            SECTION 6. Repurchases and Substitutions.

            (a) Mandatory Repurchases and Substitutions for Breaches of
Representations and Warranties. Upon the receipt of notice by Bluegreen of a
breach of any of its respective representations and warranties in Section 5 (on
the date on which such representation or warranty was made) which materially and
adversely affects the value of a Warehouse Timeshare Loan or the interests of
the Securitization Depositor or any subsequent assignee of the Securitization
Depositor therein, Bluegreen shall within 60 days of receipt of such notice,
cure in all material respects the circumstance or condition which has caused
such representation or warranty to be incorrect or either (i) repurchase the
Securitization Depositor's or its assignee's interest in such

                                       14


related Defective Timeshare Loan from the Securitization Depositor or its
assignee at the Repurchase Price or (ii) provide one or more Qualified
Substitute Timeshare Loans and pay the related Substitution Shortfall Amounts,
if any.

            (b) Optional Purchases or Substitutions of Club Loans. The
Securitization Depositor hereby irrevocably grants Bluegreen any options to
purchase or substitute Original Club Loans it has under the Sale Agreement with
the Securitization Issuer. With respect to any Original Club Loans for which
Bluegreen and the related Obligor have elected to effect an Upgrade, Bluegreen
will (at its option) either (i) pay the Repurchase Price for such Original Club
Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for
such Original Club Loan and pay the related Substitution Shortfall Amounts, if
any; provided, however, that Bluegreen's option to substitute one or more
Qualified Substitute Timeshare Loan for an Original Club Loan is limited on any
date to (x) 20% of the Aggregate Closing Date Collateral Balance less (y) the
Loan Balances of all Original Club Loans previously substituted by Bluegreen on
the related substitution dates pursuant to this Agreement, the Sale Agreement
and/or the Purchase Agreement. Bluegreen shall deposit or cause the deposit of
the related Repurchase Price and Substitution Shortfall Amounts, if any, in the
Collection Account as set forth in Section 6(d) below. Bluegreen shall use best
efforts to exercise its substitution option with respect to Original Club Loans
prior to exercise of its repurchase option. To the extent that Bluegreen shall
elect to substitute Qualified Substitute Timeshare Loans for an Original Club
Loan, Bluegreen shall use best efforts to cause each such Qualified Substitute
Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club
Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated
to such Original Club Loan.

            (c) Optional Purchases or Substitutions of Defaulted Timeshare
Loans. The Securitization Depositor hereby irrevocably grants Bluegreen any
options to purchase or substitute Defaulted Timeshare Loans it has under the
Sale Agreement with the Securitization Issuer. With respect to Defaulted
Timeshare Loans, on any date, Bluegreen will have the option, but not the
obligation, to either (i) purchase a related Defaulted Timeshare Loan subject to
the lien of the Indenture at the Repurchase Price for such related Defaulted
Timeshare Loan or (ii) substitute one or more Qualified Substitute Timeshare
Loans for such related Defaulted Timeshare Loan and pay the related Substitution
Shortfall Amounts, if any; provided, however, that Bluegreen's option to
purchase a related Defaulted Timeshare Loan or to substitute one or more
Qualified Substitute Timeshare Loan for a related Defaulted Timeshare Loan is
limited on any date to the Optional Purchase Limit and the Optional Substitution
Limit, respectively. Balance of the Timeshare Loans less (y) the Loan Balances
of all Defaulted Timeshare Loans previously purchased or substituted by
Bluegreen, as applicable, on the related purchase or substitution dates pursuant
to this Agreement, the Sale Agreement and/or the Purchase Agreement. Bluegreen
shall deposit or cause the deposit of the related Repurchase Price and
Substitution Shortfall Amounts, if any, in the Collection Account as set forth
in Section 6(d) below. Bluegreen may irrevocably waive its option to purchase or
substitute a related Defaulted Timeshare Loan by delivering to the Indenture
Trustee a Waiver Letter in the form of Exhibit A attached hereto.

            (d) Payment of Repurchase Prices and Substitution Shortfall Amounts.
The Securitization Depositor hereby directs and Bluegreen hereby agrees to remit
or cause to be

                                       15


remitted all amounts in respect of Repurchase Prices and Substitution Shortfall
Amounts payable during the related Due Period in immediately available funds to
the Securitization Indenture Trustee to be deposited in the Collection Account
on the related Transfer Date in accordance with the provisions of the Indenture.
In the event that more than one Warehouse Timeshare Loan is substituted pursuant
to Sections 6(a), (b) or (c) hereof on any Transfer Date, the Substitution
Shortfall Amounts and the Loan Balances of Qualified Substitute Timeshare Loans
shall be calculated on an aggregate basis for all substitutions made on such
Transfer Date.

            (e) Schedule of Timeshare Loans. The Securitization Depositor hereby
directs and Bluegreen hereby agrees, on each date on which a Warehouse Timeshare
Loan has been repurchased, purchased or substituted, to provide the
Securitization Depositor, the Securitization Issuer and the Indenture Trustee
with a electronic supplement to Schedule III hereto and the Schedule of
Timeshare Loans reflecting the removal and/or substitution of such Warehouse
Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the
provisions of this Agreement.

            (f) Qualified Substitute Timeshare Loans. On the related Transfer
Date, the Securitization Depositor hereby directs and Bluegreen hereby agrees to
deliver or to cause the delivery of the Timeshare Loan Files of the related
Qualified Substitute Timeshare Loans to the Securitization Indenture Trustee or
to the Custodian, at the direction of the Securitization Indenture Trustee, on
the related Transfer Date in accordance with the provisions of the Indenture. As
of such related Transfer Date, Bluegreen does hereby transfer, assign, sell and
grant to the Securitization Depositor, without recourse (except as provided in
Section 6 and Section 8 hereof), any and all of Bluegreen's right, title and
interest in and to (i) each Qualified Substitute Timeshare Loan conveyed to the
Securitization Depositor on such Transfer Date, (ii) the Receivables in respect
of the Qualified Substitute Timeshare Loans due after the related Cut-Off Date,
(iii) the related Timeshare Loan Documents (excluding any rights as developer or
declarant under the Timeshare Declaration, the Timeshare Program Consumer
Documents or the Timeshare Program Governing Documents), (iv) all Related
Security in respect of such Qualified Substitute Timeshare Loans, and (v) all
income, payments, proceeds and other benefits and rights related to any of the
foregoing. Upon such sale, the ownership of each Qualified Substitute Timeshare
Loan and all collections allocable to principal and interest thereon since the
related Cut-Off Date and all other property interests or rights conveyed
pursuant to and referenced in this Section 6(f) shall immediately vest in the
Securitization Depositor, its successors and assigns. Bluegreen shall not take
any action inconsistent with such ownership nor claim any ownership interest in
any Qualified Substitute Timeshare Loan for any purpose whatsoever other than
consolidated financial and federal and state income tax reporting. Bluegreen
agrees that such Qualified Substitute Timeshare Loans shall be subject to the
provisions of this Agreement.

            (g) Officer's Certificate. Bluegreen shall, on each related Transfer
Date, certify in writing to the Securitization Depositor, the Securitization
Issuer and the Securitization Indenture Trustee that each new Timeshare Loan
meets all the criteria of the definition of "Qualified Substitute Timeshare
Loan" and that (i) the Timeshare Loan Files for such Qualified Substitute
Timeshare Loans have been delivered to the Securitization Custodian, and (ii)
the Timeshare Loan Servicing Files for such Qualified Substitute Timeshare Loans
have been delivered to the Securitization Servicer.

                                       16


            (h) Release. In connection with any repurchase, purchase or
substitution of one or more Timeshare Loans contemplated by this Section 6, upon
satisfaction of the conditions contained in this Section 6, the Securitization
Depositor, the Securitization Issuer and the Securitization Indenture Trustee
shall execute and deliver or shall cause the execution and delivery of such
releases and instruments of transfer or assignment presented to it by Bluegreen,
in each case, without recourse, as shall be necessary to vest in Bluegreen or
its designee the legal and beneficial ownership of such released Timeshare
Loans. The Securitization Depositor shall cause the Securitization Issuer and
the Securitization Indenture Trustee to cause the Securitization Custodian to
release the related Timeshare Loan Files to Bluegreen or its designee and the
Securitization Servicer to release the related Timeshare Loan Servicing Files to
Bluegreen or its designee.

            (i) Sole Remedy. It is understood and agreed that the obligations of
Bluegreen contained in Section 6(a) to cure a material breach, or to repurchase
or substitute related Defective Timeshare Loans and the obligation of Bluegreen
to indemnify pursuant to Section 8 shall constitute the sole remedies available
to the Securitization Depositor or its subsequent assignees for the breaches of
any of its representation or warranty contained in Section 5, and such remedies
are not intended to and do not constitute "credit recourse" to Bluegreen.

            SECTION 7. Covenants of Bluegreen and the Seller.

            (a) Bluegreen hereby covenants and agrees with the Securitization
Depositor as follows:

                (i) It shall comply with all applicable laws, rules, regulations
      and orders applicable to it and its business and properties except where
      the failure to comply will not have a material adverse effect on its
      business or its ability to perform its obligations under this Agreement or
      any other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder or the validity or
      enforceability of the Warehouse Timeshare Loans.

                (ii) It shall preserve and maintain for itself its existence
      (corporate or otherwise), rights, franchises and privileges in the
      jurisdiction of its organization and except where the failure to so
      preserve and maintain will not have a material adverse effect on its
      business or its ability to perform its obligations under this Agreement or
      any other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder or the validity or
      enforceability of the Warehouse Timeshare Loans.

                (iii) On or prior to the Closing Date or a Transfer Date, as
      applicable, it shall indicate in its and its Affiliate's computer files
      and other records that each Timeshare Loan has been sold to the
      Securitization Depositor.

                (iv) It shall respond to any inquiries with respect to ownership
      of a Warehouse Timeshare Loan by stating that such Warehouse Timeshare
      Loan has been

                                       17


      sold to the Securitization Depositor and that the Securitization Depositor
      is the owner of such Warehouse Timeshare Loan.

                (v) On or prior to the Closing Date, it shall file or cause the
      Seller to file, at Bluegreen's expense, financing statements in favor of
      the Securitization Depositor, the Securitization Issuer and the
      Securitization Indenture Trustee on behalf of the Securitization
      Noteholders, with respect to the Warehouse Timeshare Loans, in the form
      and manner reasonably requested by the Securitization Depositor. It shall
      deliver or cause the Seller to deliver file-stamped copies of such
      financing statements to the Securitization Depositor, the Securitization
      Issuer and the Securitization Indenture Trustee on behalf of the
      Securitization Noteholders.

                (vi) It agrees from time to time to, or cause the Seller to, at
      Bluegreen's expense, promptly to execute and deliver all further
      instruments and documents, and to take all further actions, that may be
      necessary, or that the Securitization Depositor, the Securitization Issuer
      or the Securitization Indenture Trustee may reasonably request, to
      perfect, protect or more fully evidence the sale of the Warehouse
      Timeshare Loans, or to enable the Securitization Depositor, the
      Securitization Issuer or the Securitization Indenture Trustee to exercise
      and enforce its rights and remedies hereunder or under any Timeshare Loan
      including, but not limited to, powers of attorney, UCC financing
      statements and assignments of mortgage.

                (vii) Any change in the legal name of Bluegreen or the Seller
      and any use by it of any tradename, fictitious name, assumed name or
      "doing business as" name occurring after the Closing Date shall be
      promptly disclosed to the Securitization Depositor, the Securitization
      Issuer and the Securitization Indenture Trustee in writing.

                (viii) Upon the discovery or receipt of notice by a Responsible
      Officer of Bluegreen of a breach of any of its representations or
      warranties and covenants contained herein, Bluegreen shall promptly
      disclose to the Securitization Depositor, the Securitization Issuer and
      the Securitization Indenture Trustee, in reasonable detail, the nature of
      such breach.

                (ix) In the event that Bluegreen shall receive any payments in
      respect of a Warehouse Timeshare Loan after the Closing Date or Transfer
      Date, as applicable (including any insurance proceeds that are not payable
      to the related Obligor), it shall, within two (2) Business Days of
      receipt, transfer or cause to be transferred, such payments to the Lockbox
      Account.

                (x) Bluegreen will keep its principal place of business and
      chief executive office and the office where it keeps its records
      concerning the Timeshare Loans at the address of Bluegreen listed herein.

                (xi) In the event that Bluegreen, the Seller or the
      Securitization Depositor or any assignee of the Securitization Depositor
      should receive actual notice of any transfer taxes arising out of the
      transfer, assignment and conveyance of a Warehouse Timeshare

                                       18


      Loan from the Seller to the Securitization Depositor, on written demand by
      the Securitization Depositor, or upon Bluegreen or the Seller otherwise
      being given notice thereof, Bluegreen shall cause the Seller to pay, and
      otherwise indemnify and hold the Securitization Depositor, or any
      subsequent assignee harmless, on an after-tax basis, from and against any
      and all such transfer taxes.

            (b) The Seller hereby covenants and agrees with the Securitization
Depositor as follows:

                (i) The Seller authorizes the Securitization Depositor, the
      Securitization Issuer, and the Securitization Indenture Trustee to file
      continuation statements, and amendments thereto, relating to the Warehouse
      Timeshare Loans and all payments made with regard to the related Warehouse
      Timeshare Loans without the signature of the Seller where permitted by
      law. A photocopy or other reproduction of this Agreement shall be
      sufficient as a financing statement where permitted by law. The
      Securitization Depositor confirms that it is not its present intention to
      file a photocopy or other reproduction of this Agreement as a financing
      statement, but reserves the right to do so if, in its good faith
      determination, there is at such time no reasonable alternative remaining
      to it.

                (ii) It shall comply with all applicable laws, rules,
      regulations and orders applicable to it and its business and properties
      except where the failure to comply will not have a material adverse effect
      on its business or its ability to perform its obligations under this
      Agreement or any other Transaction Document to which it is a party or
      under the transactions contemplated hereunder or thereunder or the
      validity or enforceability of the Warehouse Timeshare Loans.

                (iii) So long as the Warehouse Notes are outstanding, it shall
      preserve and maintain for itself its existence (corporate or otherwise),
      rights, franchises and privileges in the jurisdiction of its organization
      and except where the failure to so preserve and maintain will not have a
      material adverse effect on its business or its ability to perform its
      obligations under this Agreement or any other Transaction Document to
      which it is a party or under the transactions contemplated hereunder or
      thereunder or the validity or enforceability of the Warehouse Timeshare
      Loans.

                (iv) On or prior to the Closing Date or a Transfer Date, as
      applicable, it shall indicate in computer files and other records to
      indicate that each Warehouse Timeshare Loan has been sold to the
      Securitization Depositor.

                (v) It shall respond to any inquiries with respect to ownership
      of a Warehouse Timeshare Loan by stating that such Warehouse Timeshare
      Loan has been sold to the Securitization Depositor and that the
      Securitization Depositor is the owner of such Warehouse Timeshare Loan.

                (vi) It agrees and authorizes the filing, at Bluegreen's
      expense, of the financing statements specified in Section 7(a)(v) hereof
      in favor of the Securitization

                                       19


      Depositor, the Securitization Issuer and the Securitization Indenture
      Trustee on behalf of the Securitization Noteholders, with respect to the
      Warehouse Timeshare Loans.

                (vii) It agrees from time to time to, at Bluegreen's expense,
      promptly to execute and deliver all further instruments and documents, and
      to take all further actions, that may be necessary, or that the
      Securitization Depositor, the Securitization Issuer or the Securitization
      Indenture Trustee may reasonably request, to perfect, protect or more
      fully evidence the sale of the Warehouse Timeshare Loans, or to enable the
      Securitization Depositor, the Securitization Issuer or the Securitization
      Indenture Trustee to exercise and enforce its rights and remedies
      hereunder or under any Timeshare Loan including, but not limited to,
      powers of attorney, UCC financing statements and assignments of mortgage.
      The Seller hereby appoints Bluegreen, the Securitization Depositor, the
      Securitization Issuer and the Securitization Indenture Trustee as
      attorneys-in-fact, which appointment is coupled with an interest and is
      therefore irrevocable, to act on behalf and in the name of the Seller
      under this Section 7(b)(vii).

                (viii) In the event that the Seller shall receive any payments
      in respect of a Warehouse Timeshare Loan after the Closing Date or
      Transfer Date, as applicable (including any insurance proceeds that are
      not payable to the related Obligor), it shall, within two (2) Business
      Days of receipt, transfer or cause to be transferred, such payments to the
      Lockbox Account.

            SECTION 8. Indemnification.

            (a) Bluegreen hereby agrees to indemnify the Securitization
Depositor, the Securitization Issuer, the Securitization Indenture Trustee, the
Securitization Noteholders and the Initial Purchaser (collectively, the
"INDEMNIFIED PARTIES") against any and all claims, losses, liabilities,
(including reasonable legal fees and related costs) that the Securitization
Depositor, the Securitization Issuer, the Securitization Indenture Trustee, the
Securitization Noteholders or the Initial Purchaser may sustain directly related
to any breach of the representations and warranties of Bluegreen under Section 5
hereof (the "INDEMNIFIED AMOUNTS") excluding, however (i) Indemnified Amounts to
the extent resulting from the gross negligence or willful misconduct on the part
of such Indemnified Party; (ii) any recourse for any uncollectible Warehouse
Timeshare Loan not related to a breach of representation or warranty; (iii)
recourse to Bluegreen for a related Defective Timeshare Loan so long as the same
is cured, substituted or repurchased pursuant to Section 6 hereof; (iv) income,
franchise or similar taxes by such Indemnified Party arising out of or as a
result of this Agreement or the transfer of the Warehouse Timeshare Loans; (v)
Indemnified Amounts attributable to any violation by an Indemnified Party of any
requirement of law related to an Indemnified Party; or (vi) the operation or
administration of the Indemnified Party generally and not related to the
enforcement of this Agreement. The parties hereto shall (A) promptly notify the
other parties hereto, the Securitization Issuer and the Securitization Indenture
Trustee if a claim is made by a third party with respect to this Agreement or
the Timeshare Loans, and relating to (1) the failure by Bluegreen to perform its
duties in accordance with the terms of this Agreement or (2) a breach of
Bluegreen's representations, covenants and warranties contained in this
Agreement, (B) assume (with the consent of the Securitization Depositor, the
Securitization Issuer, the Securitization Indenture

                                       20


Trustee, the Securitization Noteholders or the Initial Purchaser, as applicable,
which consent shall not be unreasonably withheld) the defense of any such claim
and pay all expenses in connection therewith, including legal counsel fees and
(C) promptly pay, discharge and satisfy any judgment, order or decree which may
be entered against it or the Securitization Depositor, the Securitization
Issuer, the Securitization Indenture Trustee, the Securitization Noteholders or
the Initial Purchaser in respect of such claim. If Bluegreen shall have made any
indemnity payment pursuant to this Section 8 and the recipient thereafter
collects from another Person any amount relating to the matters covered by the
foregoing indemnity, the recipient shall promptly repay such amount to
Bluegreen.

            (b) The obligations of Bluegreen under this Section 8 to indemnify
the Securitization Depositor, the Securitization Issuer, the Securitization
Indenture Trustee, the Securitization Noteholders and the Initial Purchaser
shall survive the termination of this Agreement and continue until the Notes are
paid in full or otherwise released or discharged.

            SECTION 9. No Proceedings. The Seller and Bluegreen hereby agrees
that it will not, directly or indirectly, institute, or cause to be instituted,
or join any Person in instituting, against the Securitization Depositor, the
Securitization Issuer or any Association, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any federal or state bankruptcy or similar law so long as there shall not have
elapsed one year plus one day since the latest maturing Securitization Notes
issued by the Securitization Issuer.

            SECTION 10. Notices, Etc. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing and
mailed or telecommunicated, or delivered as to each party hereto, at its address
set forth below or at such other address as shall be designated by such party in
a written notice to the other parties hereto. All such notices and
communications shall not be effective until received by the party to whom such
notice or communication is addressed.

            Warehouse Issuer

            BXG Receivables Note Trust 2001-A
            c/o Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890-0001
            Attention: Corporate Trust Administration
            Telecopier: (302) 651-8882

            Securitization Depositor

            Bluegreen Receivables Finance Corporation VIII
            4950 Communication Avenue, Suite 400
            Boca Raton, Florida 33431

                                       21


            Attention: Terry Jones, President
            Telecopier:  (561) 912-8121

            Bluegreen

            Bluegreen Corporation
            4960 Conference Way North, Suite 100
            Boca Raton, Florida 33431
            Attention: Allan Herz, Senior Vice President
            Telecopier:  (561) 912-7915

            SECTION 11. No Waiver; Remedies. No failure on the part of the
Securitization Depositor, the Securitization Issuer, the Securitization
Indenture Trustee or any assignee thereof to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any other remedies provided by law.

            SECTION 12. Binding Effect; Assignability. This Agreement shall be
binding upon and inure to the benefit of the Seller, Bluegreen, the
Securitization Depositor and their respective successors and assigns. Any
assignee shall be an express third party beneficiary of this Agreement, entitled
to directly enforce this Agreement. Neither the Seller nor Bluegreen may assign
any of their rights and obligations hereunder or any interest herein without the
prior written consent of the Securitization Depositor and any assignee thereof.
The Securitization Depositor may, and intends to, assign all of its rights
hereunder to the Securitization Issuer and the Securitization Issuer intends to
assign all of its rights to the Securitization Indenture Trustee on behalf of
the Securitization Noteholders, and each of the Seller and Bluegreen consents to
any such assignments. This Agreement shall create and constitute the continuing
obligations of the parties hereto in accordance with its terms, and shall remain
in full force and effect until its termination (or, in the case of the Seller,
so long as the Warehouse Notes are outstanding) provided, however, that the
rights and remedies with respect to any breach of any representation and
warranty made by Bluegreen pursuant to Section 5, and the cure, repurchase or
substitution and indemnification obligations shall be continuing and shall
survive any termination of this Agreement, but such rights and remedies may be
enforced only by the Securitization Depositor, the Securitization Issuer and the
Securitization Indenture Trustee.

            SECTION 13. Amendments; Consents and Waivers. No modification,
amendment or waiver of, or with respect to, any provision of this Agreement, and
all other agreements, instruments and documents delivered thereto, nor consent
to any departure by the Seller or Bluegreen from any of the terms or conditions
thereof shall be effective unless it shall be in writing and signed by each of
the parties hereto, the written consent of the Securitization Indenture Trustee
on behalf of the Securitization Noteholders is given and confirmation from the
Rating Agencies that such action will not result in a downgrade, withdrawal or
qualification of any rating assigned to a Class of Notes is received. The
Securitization Depositor shall provide or cause to be provided to the
Securitization Indenture Trustee and the Rating Agencies with such proposed
modifications, amendments or waivers. Any waiver or consent shall be effective
only

                                       22


in the specific instance and for the purpose for which given. No consent to or
demand by the Seller or Bluegreen in any case shall, in itself, entitle it to
any other consent or further notice or demand in similar or other circumstances.
Each of the Seller and Bluegreen acknowledges that in connection with the
intended assignment by the Securitization Depositor of all of its right, title
and interest in and to each Warehouse Timeshare Loan to the Securitization
Issuer and the Grant by the Securitization Issuer's of all of its rights, title
and interest in and to the Warehouse Timeshare Loans to the Securitization
Indenture Trustee on behalf of the Securitization Noteholders, the
Securitization Issuer intends to issue the Notes, the proceeds of which will be
used by the Securitization Depositor to purchase the Warehouse Timeshare Loans
hereunder.

            SECTION 14. Severability. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation, shall not in any
way be affected or impaired thereby in any other jurisdiction. Without limiting
the generality of the foregoing, in the event that a Governmental Authority
determines that the Securitization Depositor may not purchase or acquire
Warehouse Timeshare Loans, the transactions evidenced hereby shall constitute a
loan and not a purchase and sale, notwithstanding the otherwise applicable
intent of the parties hereto, and the Seller shall be deemed to have granted to
the Securitization Depositor as of the date hereof, a first priority perfected
security interest in all of the Seller's right, title and interest in, to and
under such Warehouse Timeshare Loans and the related property as described in
Section 2 hereof.

            SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION.

                  (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
            ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
            ITS PRINCIPLES OF CONFLICTS OF LAW.

                  (B) THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE
            NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
            AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF
            MANHATTAN IN NEW YORK CITY AND EACH WAIVES PERSONAL SERVICE OF ANY
            AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
            PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH
            ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO
            BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN
            THE U.S. MAILS, POSTAGE PREPAID. THE PARTIES HERETO EACH WAIVES ANY
            OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE
            OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF
            SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE
            COURT. NOTHING IN THIS SECTION 15 SHALL AFFECT THE RIGHT OF THE
            PARTIES TO THIS AGREEMENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
            PERMITTED BY LAW OR AFFECT

                                       23


            THE RIGHT OF ANY OF THEM TO BRING ANY ACTION OR PROCEEDING IN THE
            COURTS OF ANY OTHER JURISDICTION.

            SECTION 16. Heading. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

            SECTION 17. Execution in Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and both of which when taken together
shall constitute one and the same agreement.

                                       24


            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duty authorized, as of the date
first above written.

                                 Very truly yours,

                                 BLUEGREEN RECEIVABLES FINANCE
                                 CORPORATION VIII, as Securitization Depositor

                                 By:    /S/ ALLAN J. HERZ
                                 Name:  Allan J. Herz:
                                 Title: Vice President and Assistant Secretary

                                 BXG RECEIVABLES NOTE TRUST 2001-A,
                                 as Warehouse Issuer

                                 By:  Wilmington Trust Company,
                                 as Owner Trustee

                                 By: /S/ JANET R. HAVRILLA
                                 Printed Name: Janet R. Havrilla
                                 Title: Financial Services Officer

                                 BLUEGREEN CORPORATION

                                 By: /S/ JOHN F. CHISTE
                                 Printed Name: John F. Chiste
                                 Title: Senior Vice President, Chief Financial
                                 Officer and  Treasurer:

Agreed and acknowledged as to
the last paragraph of Section 3
herein only:

BLUEGREEN VACATION CLUB TRUST

By: Vacation Trust, Inc., Individually and as Club Trustee

By: /S/ SHARI A. BASYE
Printed Name: Shari A. Basye
Title: Secretary/Treasurer

                   [Signature Page to the Transfer Agreement]

                                       25


                                     ANNEX A

                              Standard Definitions

                                     Annex A



                                   SCHEDULE I

      With respect to each Warehouse Timeshare Loan, as of the related Closing
Date or Transfer Date, as applicable:

(a)   except if such Timeshare Loan is listed on Schedule II(a) hereof, payments
      due under the Warehouse Timeshare Loan are fully-amortizing and payable in
      level monthly installments;

(b)   payment obligations under the Warehouse Timeshare Loan bear a fixed rate
      of interest;

(c)   the Obligor thereunder has made a down payment by cash, check or credit
      card of at least 10% percent of the actual purchase price (including
      closing costs) of the Timeshare Property (which cash down payment may, in
      the case of Upgraded Club Loans only, be represented by the principal
      payments on such Warehouse Timeshare Loan since its date of origination)
      and no part of such payment has been made or loaned to Obligor by
      Bluegreen, the Seller or an Affiliate thereof;

(d)   as of the related Cut-Off Date, no principal or interest due with respect
      to the Warehouse Timeshare Loan is sixty (60) days or more Delinquent;

(e)   the Obligor is not an Affiliate of Bluegreen or any Subsidiary; provided,
      that solely for the purposes of this representation, a relative of an
      employee and employees of Bluegreen or any Subsidiary (or any of its
      Affiliates) shall not be deemed to be an "Affiliate";

(f)   immediately prior to the conveyance of the Warehouse Timeshare Loan to the
      Securitization Depositor, the Seller owns full legal and equitable title
      to such Warehouse Timeshare Loan, and the Warehouse Timeshare Loan (and
      the related Timeshare Property) is free and clear of adverse claims, liens
      and encumbrances and is not subject to claims of rescission, invalidity,
      unenforceability, illegality, defense, offset, abatement, diminution,
      recoupment, counterclaim or participation or ownership interest in favor
      of any other Person;

(g)   the Warehouse Timeshare Loan (other than an Aruba Loan) is secured
      directly by a first priority Mortgage on the related purchased Timeshare
      Property;

(h)   with respect to each Club Loan, the Timeshare Property mortgaged by or at
      the direction of the related Obligor constitutes a fractional fee simple
      timeshare interest in real property at the related Resort that entitles
      the holder of the interest to the use of a specific property for a
      specified number of days each year or every other year; the related
      Mortgage has been delivered for filing and recordation with all
      appropriate governmental authorities in all jurisdictions in which such
      Mortgage is required to be filed and recorded to create a valid, binding
      and enforceable first Lien on the related Timeshare Property and such
      Mortgage creates a valid, binding and enforceable first Lien on the
      related Timeshare Property, subject only to Permitted Liens; and the
      Seller is in compliance with any

                                    Exhibit C



      Permitted Lien respecting the right to the use of such Timeshare Property;
      each of the Assignments of Mortgage and each related endorsement of the
      related Mortgage Note constitutes a duly executed, legal, valid, binding
      and enforceable assignment or endorsement, as the case may be, of such
      related Mortgage and related Mortgage Note, and all monies due or to
      become due thereunder, and all proceeds thereof;

(i)   with respect to the Obligor and a particular Timeshare Property purchased
      by such Obligor, there is only one original Mortgage and Mortgage Note, in
      the case of a Club Loan, and only one Finance Agreement, in the case of an
      Aruba Loan; all parties to the related Mortgage and the related Mortgage
      Note (and, in the case of an Aruba Loan, Finance Agreement) had legal
      capacity to enter into such Timeshare Loan Documents and to execute and
      deliver such related Timeshare Loan Documents, and such related Timeshare
      Loan Documents have been duly and properly executed by such parties; any
      amendments to such related Timeshare Loan Documents required as a result
      of any mergers involving the Seller or its predecessors, to maintain the
      rights of the Seller or its predecessors thereunder as a mortgagee (or a
      Seller, in the case of the Aruba Loan) have been completed;

(j)   at the time the related Originator originated such Warehouse Timeshare
      Loan to the related Obligor, such Originator had full power and authority
      to originate such Warehouse Timeshare Loan and the Obligor had good and
      indefeasible fee title or good and marketable fee simple title, or, in the
      case of an Aruba Warehouse Loan, a cooperative interest, as applicable, to
      the Timeshare Property related to such Warehouse Timeshare Loan, free and
      clear of all Liens, except for Permitted Liens;

(k)   the related Mortgage (or, in the case of an Aruba Loan, the related
      Finance Agreement) contains customary and enforceable provisions so as to
      render the rights and remedies of the holder thereof adequate for the
      realization against the related Timeshare Property of the benefits of the
      security interests or lender's contractual rights intended to be provided
      thereby, including (a) if the Mortgage is a deed of trust, by trustee's
      sale, including power of sale, (b) otherwise by judicial foreclosure or
      power of sale and/or (c) termination of the contract, forfeiture of
      Obligor deposits and payments towards the related Warehouse Timeshare Loan
      and expulsion from the related Association; in the case of the Club Loans,
      there is no exemption available to the related Obligor which would
      interfere with the mortgagee's right to sell at a trustee's sale or power
      of sale or right to foreclose such related Mortgage, as applicable;

(l)   the related Mortgage Note is not and has not been secured by any
      collateral except the Lien of the related Mortgage;

(m)   if a Mortgage secures a Timeshare Loan, the title to the related Timeshare
      Property is insured (or a binding commitment for title insurance, not
      subject to any conditions other than standard conditions applicable to all
      binding commitments, has been issued) under a mortgagee title insurance
      policy issued by a title insurer qualified to do business in the
      jurisdiction where the related Timeshare Property is located in a form
      generally acceptable to prudent originators of similar mortgage loans,
      insuring the Seller or its

                                    Exhibit C



      predecessor and its successors and assigns, as to the first priority
      mortgage Lien of the related Mortgage in an amount equal to the
      outstanding Loan Balance of such Warehouse Timeshare Loan, and otherwise
      in form and substance acceptable to the Indenture Trustee; the Seller or
      its assignee is a named insured of such mortgagee's title insurance
      policy; such mortgagee's title insurance policy is in full force and
      effect; no claims have been made under such mortgagee's title insurance
      policy and no prior holder of such Warehouse Timeshare Loan has done or
      omitted to do anything which would impair the coverage of such mortgagee's
      title insurance policy; no premiums for such mortgagee's title insurance
      policy, endorsements and all special endorsements are past due;

(n)   the Seller or Bluegreen has not taken (or omitted to take), and has no
      notice that the related Obligor has taken (or omitted to take), any action
      that would impair or invalidate the coverage provided by any hazard, title
      or other insurance policy on the related Timeshare Property;

(o)   all applicable intangible taxes and documentary stamp taxes were paid as
      to the related Warehouse Timeshare Loan;

(p)   the proceeds of the Warehouse Timeshare Loan have been fully disbursed,
      there is no obligation to make future advances or to lend additional funds
      under the originator's commitment or the documents and instruments
      evidencing or securing the Warehouse Timeshare Loan and no such advances
      or loans have been made since the origination of the Warehouse Timeshare
      Loan;

(q)   the terms of each Timeshare Loan Document has not been impaired, waived,
      altered or modified in any respect, except (x) by written instruments
      which are part of the related Timeshare Loan Documents or (y) in
      accordance with the Credit Policy or the Servicing Standard (provided that
      no Warehouse Timeshare Loan has been impaired, waived, altered, or
      modified in any respect more than once). No other instrument has been
      executed or agreed to which would effect any such impairment, waiver,
      alteration or modification; the Obligor has not been released from
      liability on or with respect to the Warehouse Timeshare Loan, in whole or
      in part; if required by law or prudent originators of similar loans in the
      jurisdiction where the related Timeshare Property is located, all waivers,
      alterations and modifications have been filed and/or recorded in all
      places necessary to perfect, maintain and continue a valid first priority
      Lien of the Mortgage subject only to Permitted Liens;

(r)   other than if it is an Aruba Loan, the Warehouse Timeshare Loan is
      principally and directly secured by an interest in real property;

(s)   the Warehouse Timeshare Loan was originated by Bluegreen or one of its
      Affiliates in the normal course of its business; the Warehouse Timeshare
      Loan originated by Bluegreen or one of its Affiliates was underwritten in
      accordance with its underwriting guidelines; the origination, servicing
      and collection practices used by Bluegreen and, to Bluegreen's Knowledge,
      its Affiliates with respect to the Warehouse Timeshare Loan have been in
      all respects, legal, proper, prudent and customary;

                                    Exhibit C



(t)   the related Warehouse Timeshare Loan is assignable to and by the obligee
      and its successors and assigns and the related Warehouse Timeshare
      Property is assignable upon liquidation of the related Warehouse Timeshare
      Loan, without the consent of any other Person (including any Association,
      condominium association, homeowners' or timeshare association);

(u)   the related Mortgage is and will be prior to any Lien on, or other
      interests relating to, the related Timeshare Property;

(v)   to Bluegreen's Knowledge, there are no delinquent or unpaid taxes, ground
      rents (if any), water charges, sewer rents or assessments outstanding with
      respect to any of the Timeshare Properties, nor any other outstanding
      Liens or charges affecting the Timeshare Properties that would result in
      the imposition of a Lien on the Timeshare Property affecting the Lien of
      the related Mortgage or otherwise materially affecting the interests of
      the Indenture Trustee on behalf of the Noteholders in the related
      Timeshare Loan;

(w)   other than with respect to delinquent payments of principal or interest 60
      (sixty) or fewer days past due as of the Cut-Off Date, there is no
      default, breach, violation or event of acceleration existing under the
      Mortgage, the related Mortgage Note or any other document or instrument
      evidencing, guaranteeing, insuring or otherwise securing the related
      Warehouse Timeshare Loan, and no event which, with the lapse of time or
      with notice and the expiration of any grace or cure period, would
      constitute a material default, breach, violation or event of acceleration
      thereunder; and the Seller or Bluegreen has not waived any such material
      default, breach, violation or event of acceleration under the Finance
      Agreement, Mortgage, the Mortgage Note or any such other document or
      instrument, as applicable;

(x)   neither the Obligor nor any other Person has the right, by statute,
      contract or otherwise, to seek the partition of the Timeshare Property;

(y)   the Warehouse Timeshare Loan has not been satisfied, canceled, rescinded
      or subordinated, in whole or in part; no portion of the Timeshare Property
      has been released from the Lien of the related Mortgage, in whole or in
      part; no instrument has been executed that would effect any such
      satisfaction, cancellation, rescission, subordination or release; the
      terms of the related Mortgage do not provide for a release of any portion
      of the Timeshare Property from the Lien of the related Mortgage except
      upon the payment of the Warehouse Timeshare Loan in full;

(z)   the Seller and, to Bluegreen's Knowledge, each other party which has had
      an interest in the Timeshare Loan is (or, during the period in which such
      party held and disposed of such interest, was) in compliance with any and
      all applicable filing, licensing and "doing business" requirements of the
      laws of the state wherein the Timeshare Property is located to the extent
      necessary to permit the Seller to maintain or defend actions or
      proceedings with respect to the Warehouse Timeshare Loan in all
      appropriate forums in such state without any further act on the part of
      any such party;

                                    Exhibit C



(aa)  there is no current obligation on the part of any other person (including
      any buy down arrangement) to make payments on behalf of the Obligor in
      respect of the Warehouse Timeshare Loan;

(bb)  the related Association was duly organized and are validly existing; a
      manager (the "MANAGER") manages such Resort and performs services for the
      Timeshare Associations, pursuant to an agreement between the Manager and
      the respective Associations, such contract being in full force and effect;
      to Bluegreen's Knowledge, the Manager and the Associations have performed
      in all material respects all obligations under such agreement and are not
      in default under such agreement;

(cc)  in the case of Bluegreen Owned Resorts (other than La Cabana Resort and
      Casa Del Mar Resort) and to Bluegreen's Knowledge with respect to the
      Non-Bluegreen Owned Resorts and La Cabana Resort and Casa Del Mar Resort,
      (i) the related Resort is insured in the event of fire, earthquake, or
      other casualty for the full replacement value thereof, and in the event
      that the Timeshare Property should suffer any loss covered by casualty or
      other insurance, upon receipt of any insurance proceeds, the Associations
      at the Resorts are required, during the time such Timeshare Property is
      covered by such insurance, under the applicable governing instruments
      either to repair or rebuild the portions of the Timeshare Project in which
      the Timeshare Property is located or to pay such proceeds to the holders
      of any related Mortgage secured by a timeshare estate in the portions of
      the Timeshare Project in which the Timeshare Property is located; (ii) the
      related Resort, if located in a designated flood plain, maintains flood
      insurance in an amount not less than the maximum level available under the
      National Flood Insurance Act of 1968, as amended or any applicable laws;
      (iii) the related Resort has business interruption insurance and general
      liability insurance in such amounts generally acceptable in the industry;
      and (iv) the related Resort's insurance policies are in full force and
      effect with a generally acceptable insurance carrier;

(dd)  the related Mortgage gives the obligee and its successors and assigns the
      right to receive and direct the application of insurance and condemnation
      proceeds received in respect of the related Timeshare Property, except
      where the related condominium declarations, timeshare declarations or
      applicable state law provide that insurance and condemnation proceeds be
      applied to restoration of the improvements;

(ee)  each rescission period applicable to the related Warehouse Timeshare Loan
      has expired;

(ff)  no selection procedures were intentionally utilized by the Seller in
      selecting the Timeshare Loan, which the Seller knew were materially
      adverse to the Securitization Indenture Trustee or the Securitization
      Noteholders;

(gg)  the Units related to the Warehouse Timeshare Loan in the related Resort
      have been completed in all material respects as required by applicable
      state and local laws, free of all defects that could give rise to any
      claims by the related Obligors under home warranties or applicable laws or
      regulations, whether or not such claims would create valid offset rights
      under the law of the State in which the Resort is located; to the extent

                                    Exhibit C



      required by applicable law, valid certificates of occupancy for such Units
      have been issued and are currently outstanding; the Seller has complied in
      all material respects with all obligations and duties incumbent upon the
      developers under the related timeshare declaration (each a "DECLARATION"),
      as applicable, or similar applicable documents for the related Resort; no
      practice, procedure or policy employed by the related Association in the
      conduct of its business violates any law, regulation, judgment or
      agreement, including, without limitation, those relating to zoning,
      building, use and occupancy, fire, health, sanitation, air pollution,
      ecological, environmental and toxic wastes, applicable to such Association
      which, if enforced, would reasonably be expected to (a) have a material
      adverse impact on such timeshare association or the ability of such
      Association to do business, (b) have a material adverse impact on the
      financial condition of such Association, or (c) constitute grounds for the
      revocation of any license, charter, permit or registration which is
      material to the conduct of the business of such Association; the related
      Resort and the present use thereof does not violate any applicable
      environmental, zoning or building laws, ordinances, rules or regulations
      of any governmental authority, or any covenants or restrictions of record,
      so as to materially adversely affect the value or use of such Resort or
      the performance by the related Association of its obligations pursuant to
      and as contemplated by the terms and provisions of the related
      Declaration; there is no condition presently existing, and, to Bluegreen's
      Knowledge, no event has occurred or failed to occur prior to the date
      hereof, concerning the related Resort relating to any hazardous or toxic
      materials or condition, asbestos or other environmental or similar matters
      which would reasonably be expected to materially and adversely affect the
      present use of such Resort or the financial condition or business
      operations of the related Association, or the value of the Securitization
      Notes;

(hh)  except if such Timeshare Loan is listed on Schedule II(hh) hereto, the
      original Loan Balance of such Warehouse Timeshare Loan does not exceed
      $25,000;

(ii)  payments with respect to the Warehouse Timeshare Loan are to be in legal
      tender of the United States;

(jj)  all monthly payments made on the Warehouse Timeshare Loan have been made
      by the Obligor and not by the Seller or Bluegreen on the Obligor's behalf;

(kk)  the Warehouse Timeshare Loan relates to a Resort;

(ll)  the Warehouse Timeshare Loan constitutes either "chattel paper", a
      "general intangible" or an "instrument" as defined in the UCC as in effect
      in all applicable jurisdictions;

(mm)  the sale, transfer and assignment of the Warehouse Timeshare Loan and the
      Related Security 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 Warehouse
      Timeshare Loan and Related Security does not require the consent of the
      Obligor;

                                    Exhibit C



(nn)  each of the Warehouse Timeshare Loan, the Related Security, related
      Assignment of Mortgage, related Mortgage, related Mortgage Note, related
      Finance Agreement and each other related Timeshare Loan Document 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, and is not subject to any dispute, offset,
      counterclaim or defense whatsoever;

(oo)  the Warehouse Timeshare Loan relates to a Completed Unit and the Related
      Security do not, and the origination of each Warehouse Timeshare Loan did
      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 has been
      or is in violation of any such law, rule or regulation in any material
      respect if such violation would impair the collectibility of such
      Warehouse Timeshare Loan and the Related Security; no Warehouse Timeshare
      Loan was originated in, or is subject to the laws of, any jurisdiction
      under which the sale, transfer, conveyance or assignment of such Warehouse
      Timeshare Loan would be unlawful, void or voidable;

(pp)  to Bluegreen's Knowledge, (i) no bankruptcy is currently existing with
      respect to the Obligor, (ii) the Obligor is not insolvent and (iii) the
      Obligor is not an Affiliate of Bluegreen;

(qq)  except if such Timeshare Loan is listed on Schedule II(qq) hereof, the
      Warehouse Timeshare Loan shall not have a Timeshare Loan Rate less than 6%
      per annum;

(rr)  except if such Timeshare Loan is listed on Schedule II(rr) hereof, the
      Obligor has made at least two (2) month's aggregate required payments with
      respect to the Warehouse Timeshare Loan (not including any down payment);

(ss)  if a Resort (other than the La Cabana Beach Resort & Racquet Club in
      Aruba) 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 Timeshare Properties relating to a
      Warehouse Timeshare Loan which have been sold pursuant to this Agreement;

(tt)  the Timeshare Properties and the related Resorts are free of material
      damage and waste and are in good repair and fully operational; there is no
      proceeding pending or threatened for the total or partial condemnation of
      or affecting any Timeshare Property or taking of the Timeshare Property by
      eminent domain; the Timeshare Properties and the Resorts in which the
      Timeshare Properties are located are lawfully used and occupied under
      applicable law by the owner thereof;

                                    Exhibit C



(uu)  the portions of the Resorts in which the Timeshare Properties are located
      which represent the common facilities are free of material damage and
      waste and are in good repair and condition, ordinary wear and tear
      excepted;

(vv)  no foreclosure or similar proceedings have been instituted and are
      continuing with respect to the Warehouse Timeshare Loan or the related
      Timeshare Property;

(ww)  with respect to the Aruba Loans only, Bluegreen shall own, directly or
      indirectly, 100% of the economic and voting interests of the Aruba
      Originator;

(xx)  the Warehouse Timeshare Loan does not have an original term to maturity in
      excess of 120 months;

(yy)  to Bluegreen's Knowledge, the capital reserves and maintenance fee levels
      of the Associations related to the Resorts are adequate in light of the
      operating requirements of such Associations;

(zz)  except as required by law, the Warehouse Timeshare Loan may not be assumed
      without the consent of the obligee;

(aaa) for each Club Loan, the Obligor under the Warehouse Timeshare Loan has not
      had its rights under the Club Trust Agreement suspended;

(bbb) the payments under the Warehouse Timeshare Loan are not subject to
      withholding taxes imposed by any foreign governments;

(ccc) each entry with respect to the Warehouse Timeshare Loan as set forth on
      Schedule II and Schedule III hereof is true and correct. Each entry with
      respect to a Qualified Substitute Timeshare Loan as set forth on Schedule
      II and Schedule III hereof, as revised, is true and correct;

(ddd) if the Timeshare Loan relates to a Timeshare Property located in Aruba, a
      notice has been mailed or will be mailed by July 31, 2004 (with respect to
      Timeshare Loans sold on the Closing Date) or within 30 days of the
      Transfer Date, as applicable, to the related Obligor indicating that such
      Timeshare Loan has been transferred to the Purchaser and will ultimately
      be transferred to the Issuer and pledged to the Indenture Trustee for the
      benefit of the Noteholders; and

(eee) no broker is, or will be, entitled to any commission or compensation in
      connection with the transfer of the Warehouse Timeshare Loans hereunder.

(fff) if the related Obligor is paying its scheduled payments by pre-authorized
      debit or charge, such Obligor has executed an ACH Form substantially in
      the form attached hereto as Exhibit C.

(ggg) if the Timeshare Loan is an Aruba Loan, such Timeshare Loan was originated
      prior to January 26, 2004.
                                    Exhibit C

EX-10.133

                                                                  EXHIBIT 10.133

                                                           (Depositor to Issuer)

                                 SALE AGREEMENT

            This SALE AGREEMENT (this "AGREEMENT"), dated as of June 15, 2004,
is by and among Bluegreen Receivables Finance Corporation VIII, a Delaware
corporation (the "DEPOSITOR"), and BXG Receivables Note Trust 2004-B, a
statutory trust formed under the laws of the State of Delaware (the "ISSUER"),
and their respective permitted successors and assigns.

                              W I T N E S S E T H:

            WHEREAS, on the Closing Date, (i) the Depositor intends to sell and
the Issuer intends to purchase the Initial Timeshare Loans, and (ii) the Issuer
intends to pledge the Trust Estate (including all Timeshare Loans acquired by
the Issuer from time to time) to U.S. Bank National Association, a national
banking association, as Indenture Trustee (the "INDENTURE TRUSTEE"), pursuant to
an indenture, dated as of June 15, 2004 (the "INDENTURE"), by and among the
Issuer, Bluegreen Corporation ("BLUEGREEN" or the "CLUB ORIGINATOR"), a
Massachusetts corporation, in its capacity as Servicer (the "SERVICER"),
Vacation Trust, Inc., a Florida corporation, as Club Trustee (the "CLUB
TRUSTEE") and the Indenture Trustee, to secure the Issuer's 4.445% Timeshare
Loan-Backed Notes, Series 2004-B, Class A, 4.695% Timeshare Loan-Backed Notes,
Series 2004-B, Class B, 5.190% Timeshare Loan-Backed Notes, Series 2004-B, Class
C, 6.680% Timeshare Loan-Backed Notes, Series 2004-B, Class D and 7.180%
Timeshare Loan-Backed Notes, Series 2004-B, Class E (collectively, the "NOTES");

            WHEREAS, on each Transfer Date during the Prefunding Period (i) the
Depositor intends to sell and the Issuer intends to purchase one or more
Subsequent Timeshare Loans and (ii) by operation of the Indenture, the Issuer
shall pledge such Subsequent Timeshare Loans to the Indenture Trustee to secure
the Issuer's Notes.

            WHEREAS, the Depositor may, and in certain circumstances will be
required to cure, repurchase or substitute and provide Qualified Substitute
Timeshare Loans for Defective Timeshare Loans, previously sold to the Issuer
hereunder and pledged to the Indenture Trustee pursuant to the Indenture; and

            WHEREAS, the Depositor may, at the direction of the Club Originator,
be required to exercise the Club Originator's option to purchase or replace
Timeshare Loans that become subject to an Upgrade or Defaulted Timeshare Loans
previously sold to the Issuer hereunder and pledged to the Indenture Trustee
pursuant to the Indenture.

            NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto covenant and agree as follows:



            SECTION 1. Definitions; Interpretation. Capitalized terms used but
not defined herein shall have the meanings specified in "Standard Definitions"
attached hereto as Annex A.

            SECTION 2. Acquisition of Timeshare Loans.

            (a) (i) Initial Timeshare Loans. On the Closing Date, by execution
of this Agreement and in return for the Timeshare Loan Acquisition Price for
each of the Initial Timeshare Loans, the Depositor does hereby transfer, assign,
sell and grant to the Issuer, without recourse (except as provided in Section 6
and Section 8 hereof), any and all of the Depositor's right, title and interest
in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii)
the Receivables in respect of the Initial Timeshare Loans due after the related
Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights
as developer or declarant under the Timeshare Declaration, the Timeshare Program
Consumer Documents or the Timeshare Program Governing Documents), (iv) all
Related Security in respect of each Initial Timeshare Loan, (v) the Depositor's
rights and remedies under the related Purchase Agreement and Transfer Agreements
including, but not limited to, its rights with respect to the representations
and warranties of the Club Originator therein, together with all rights of the
Depositor with respect to any breach thereof including any right to require the
Club Originator to cure, repurchase or substitute any Defective Timeshare Loans
in accordance with the provisions of the Transfer Agreements and Purchase
Agreement, and (vi) all income, payments, proceeds and other benefits and rights
related to any of the foregoing. Upon such sale and transfer, the ownership of
each Initial Timeshare Loan and all collections allocable to principal and
interest thereon since the related Cut-Off Date and all other property interests
or rights conveyed pursuant to and referenced in this Section 2(a)(i) shall
immediately vest in the Issuer, its successors and assigns. The Depositor shall
not take any action inconsistent with such ownership nor claim any ownership
interest in any Initial Timeshare Loan for any purpose whatsoever other than for
federal and state income tax reporting, if applicable. The parties to this
Agreement hereby acknowledge that the "credit risk" of the Initial Timeshare
Loans conveyed hereunder shall be borne by the Issuer and its subsequent
assignees.

            (ii) Subsequent Timeshare Loans. On the related Transfer Date during
the Prefunding Period, in return for an amount equal to the Timeshare Loan
Acquisition Price of each of the Subsequent Timeshare Loans to be sold on such
date, the Depositor does hereby transfer, assign, sell and grant to the Issuer,
without recourse (except as provided in Section 6 and Section 8 hereof), any and
all of the Depositor's right, title and interest in and to (i) the Subsequent
Timeshare Loans listed on the Schedule of Timeshare Loans attached to the
related Subsequent Transfer Notice, (ii) the Receivables in respect of the
Subsequent Timeshare Loans due after the related Cut-Off Date, (iii) the related
Timeshare Loan Documents (excluding any rights as developer or declarant under
the Timeshare Declaration, the Timeshare Program Consumer Documents or the
Timeshare Program Governing Documents), (iv) all Related Security in respect of
each Subsequent Timeshare Loan, (v) the Depositor's rights and remedies under
the related Purchase Agreement and Transfer Agreements including, but not
limited to, its rights with respect to the representations and warranties of the
Club Originator therein, together with all rights of the Depositor with respect
to any breach thereof including any right to require the Club Originator to
cure, repurchase or substitute any Defective Timeshare Loans in accordance with
the provisions of the Transfer Agreements and Purchase Agreement, and (vi) all
income,



payments, proceeds and other benefits and rights related to any of the foregoing
(the property in Section 2(a)(i) and this Section 2(a)(ii), the "ASSETS"). Upon
such sale and transfer, the ownership of each Subsequent Timeshare Loan and all
collections allocable to principal and interest thereon since the related
Cut-Off Date and all other property interests or rights conveyed pursuant to and
referenced in this Section 2(a)(ii) shall immediately vest in the Issuer, its
successors and assigns. The Depositor shall not take any action inconsistent
with such ownership nor claim any ownership interest in any Subsequent Timeshare
Loan for any purpose whatsoever other than for federal and state income tax
reporting, if applicable. The parties to this Agreement hereby acknowledge that
the "credit risk" of the Subsequent Timeshare Loans conveyed hereunder shall be
borne by the Issuer and its subsequent assignees.

            (b) Delivery of Timeshare Loan Documents. In connection with the
sale, transfer, assignment and conveyance of any Timeshare Loans hereunder, the
Issuer hereby directs the Depositor and the Depositor hereby agrees to deliver
or cause to be delivered to the Custodian all related Timeshare Loan Files and
to the Servicer all related Timeshare Loan Servicing Files.

            (c) Collections. The Depositor shall deposit or cause to be
deposited all collections in respect of the Timeshare Loans received by the
Depositor or its Affiliates (other than the Issuer) after the related Cut-Off
Date in the Lockbox Account.

            (d) Limitation of Liability. None of the Issuer, the Depositor or
any subsequent assignee of the Issuer shall have any obligation or liability
with respect to any Timeshare Loan nor shall the Issuer, the Depositor or any
subsequent assignee have any liability to any Obligor in respect of any
Timeshare Loan. No such obligation or liability is intended to be assumed by the
Issuer, the Depositor or any subsequent assignee herewith and any such liability
is hereby expressly disclaimed.

            SECTION 3. Intended Characterization; Grant of Security Interest. It
is the intention of the parties hereto that each transfer of Timeshare Loans to
be made pursuant to the terms hereof shall constitute a sale by the Depositor to
the Issuer and not a loan secured by the Timeshare Loans. In the event, however,
that a court of competent jurisdiction were to hold that any such transfer
constitutes a loan and not a sale, it is the intention of the parties hereto
that the Depositor shall be deemed to have granted to the Issuer as of the date
hereof a first priority perfected security interest in all of Depositor's right,
title and interest in, to and under the Assets specified in Section 2 hereof and
that with respect to such conveyance, this Agreement shall constitute a security
agreement under applicable law. In the event of the characterization of any such
transfer as a loan, the amount of interest payable or paid with respect to such
loan under the terms of this Agreement shall be limited to an amount which shall
not exceed the maximum non-usurious rate of interest allowed by the applicable
state law or any applicable law of the United States permitting a higher maximum
non-usurious rate that preempts such applicable state law, which could lawfully
be contracted for, charged or received (the "HIGHEST LAWFUL RATE"). In the event
any payment of interest on any such loan exceeds the Highest Lawful Rate, the
parties hereto stipulate that (a) to the extent possible given the term of such
loan, such excess amount previously paid or to be paid with respect to such loan
be applied to reduce the principal balance of such loans, and the provisions
thereof immediately be deemed reformed and the amounts thereafter collectible
thereunder reduced, without the necessity of the execution of any new



document, so as to comply with the then applicable law, but so as to permit the
recovery of the fullest amount otherwise called for thereunder and (b) to the
extent that the reduction of the principal balance of, and the amounts
collectible under, such loan and the reformation of the provisions thereof
described in the immediately preceding clause (a) is not possible given the term
of such loan, such excess amount will be deemed to have been paid with respect
to such loan as a result of an error and upon discovery of such error or upon
notice thereof by any party hereto such amount shall be refunded by the
recipient thereof.

      The characterization of the Depositor as "debtor" and the Issuer as
"secured party" in any such financing statement required hereunder is solely for
protective purposes and shall in no way be construed as being contrary to the
intent of the parties that this transaction be treated as a sale to the Issuer
of such Depositor's entire right, title and interest in and to the Assets.

      Each of the Club Trustee, Club Trust, the Depositor and any of their
Affiliates hereby agrees to make the appropriate entries in its general
accounting records and to indicate that the Timeshare Loans have been
transferred to the Indenture Trustee and constitute part of the Issuer's estate
in accordance with the terms of the Trust created under the Trust Agreement.

            SECTION 4. Conditions Precedent to Acquisition of Timeshare Loans by
the Issuer. The obligations of the Issuer to purchase any Timeshare Loans
hereunder shall be subject to the satisfaction of the following conditions:

            (a) All representations and warranties of the Depositor contained in
Section 5 and in Schedule I hereof, and all information provided in the Schedule
of Timeshare Loans or as updated with respect to the related Subsequent Transfer
Notice shall be true and correct as of the Closing Date or Transfer Date, as
applicable, and the Depositor shall have delivered to the Issuer, the Indenture
Trustee and the Initial Purchaser an Officer's Certificate to such effect.

            (b) On or prior to the Closing Date or a Transfer Date, as
applicable, the Depositor shall have delivered or shall have caused the delivery
of (i) the related Timeshare Loan Files to the Custodian and the Custodian shall
have delivered a receipt therefore pursuant to the Custodial Agreement and (ii)
the Timeshare Loan Servicing Files to the Servicer.

            (c) The Depositor shall have delivered or cause to be delivered all
other information theretofore required or reasonably requested by the Issuer to
be delivered by the Depositor or performed or cause to be performed all other
obligations required to be performed as of the Closing Date or the Transfer
Date, as the case may be, including all filings, recordings and/or registrations
as may be necessary in the reasonable opinion of the Issuer or the Indenture
Trustee to establish and preserve the right, title and interest of the Issuer or
the Indenture Trustee, as the case may be, in the related Timeshare Loans.

            (d) On or before the Closing Date, the Issuer, the Servicer, the
Club Trustee, the Backup Servicer and the Indenture Trustee shall have entered
into the Indenture.

            (e) The Notes shall be issued and sold on the Closing Date, the
Issuer shall receive the full consideration due it upon the issuance of the
Notes, and the Issuer shall have



applied such consideration, to the extent necessary, to pay the Timeshare Loan
Acquisition Price for each Initial Timeshare Loan.

            (f) With respect to Subsequent Timeshare Loans, the Issuer shall
apply funds from the Prefunding Account, to the extent necessary, to pay the
Depositor the Timeshare Loan Acquisition Price for each Subsequent Timeshare
Loan. Each Subsequent Timeshare Loan conveyed on a Transfer Date shall be an
Eligible Timeshare Loan and each of the conditions herein and in the Indenture
for the purchase of Subsequent Timeshare Loans shall have been satisfied..

            (g) Each Timeshare Loan conveyed on a Transfer Date shall satisfy
each of the criteria specified in the definition of "Qualified Substitute
Timeshare Loan" and each of the conditions herein and in the Indenture for
substitution of Timeshare Loans shall have been satisfied.

            (h) The Issuer shall have received such other certificates and
opinions as it shall be reasonably request.

            SECTION 5. Representations and Warranties and Certain Covenants of
the Depositor.

            (a) The Depositor represents and warrants to the Issuer and the
Indenture Trustee for the benefit of the Noteholders, as of the Closing Date
(with respect to the Initial Timeshare Loans transferred on the Closing Date)
and on each Transfer Date (with respect to any Subsequent Timeshare Loans or
Qualified Substitute Timeshare Loans transferred on such Transfer Date) as
follows:

                  (i) Due Incorporation; Valid Existence; Good Standing. The
      Depositor is a corporation duly organized and validly existing in good
      standing under the laws of the jurisdiction of its incorporation; and is
      duly qualified to do business as a foreign corporation and in good
      standing under the laws of each jurisdiction where the character of its
      property, the nature of its business or the performance of its obligations
      under this Agreement makes such qualification necessary, except where the
      failure to be so qualified will not have a material adverse effect on the
      business of the Depositor or its ability to perform its obligations under
      this Agreement or any other Transaction Document to which it is a party or
      under the transactions contemplated hereunder or thereunder or the
      validity or enforceability of any Timeshare Loans.

                  (ii) Possession of Licenses, Certificates, Franchises and
      Permits. The Depositor holds, and at all times during the term of this
      Agreement will hold, all material licenses, certificates, franchises and
      permits from all governmental authorities necessary for the conduct of its
      business, and has received no notice of proceedings relating to the
      revocation of any such license, certificate, franchise or permit, which
      singly or in the aggregate, if the subject of an unfavorable decision,
      ruling or finding, would materially and adversely affect its ability to
      perform its obligations under this Agreement or any



      other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder or the validity or
      enforceability of the Timeshare Loans.

                  (iii) Corporate Authority and Power. The Depositor has, and at
      all times during the term of this Agreement will have, all requisite
      corporate power and authority to own its properties, to conduct its
      business, to execute and deliver this Agreement and all documents and
      transactions contemplated hereunder and to perform all of its obligations
      under this Agreement and any other Transaction Document to which it is a
      party or under the transactions contemplated hereunder or thereunder. The
      Depositor has all requisite corporate power and authority to acquire, own,
      transfer and convey the Timeshare Loans to the Issuer.

                  (iv) Authorization, Execution and Delivery Valid and Binding.
      This Agreement and all other Transaction Documents and instruments
      required or contemplated hereby to be executed and delivered by the
      Depositor have been duly authorized, executed and delivered by the
      Depositor and, assuming the due execution and delivery by, the other party
      or parties hereto and thereto, constitute legal, valid and binding
      agreements enforceable against the Depositor in accordance with their
      respective terms subject, as to enforceability, to bankruptcy, insolvency,
      reorganization, liquidation, dissolution, moratorium and other similar
      applicable laws affecting the enforceability of creditors' rights
      generally applicable in the event of the bankruptcy, insolvency,
      reorganization, liquidation or dissolution, as applicable, of the
      Depositor and to general principles of equity, regardless of whether such
      enforceability shall be considered in a proceeding in equity or at law.
      This Agreement constitutes a valid transfer of the Depositor's interest in
      the Timeshare Loans to the Issuer or, in the event of the characterization
      of any such transfer as a loan, the valid creation of a first priority
      perfected security interest in the Timeshare Loans in favor of the Issuer.

                  (v) No Violation of Law, Rule, Regulation, etc. The execution,
      delivery and performance by the Depositor of this Agreement and any other
      Transaction Document to which the Depositor is a party do not and will not
      (A) violate any of the provisions of the articles of incorporation or
      bylaws of the Depositor, (B) violate any provision of any law,
      governmental rule or regulation currently in effect applicable to the
      Depositor or its properties or by which the Depositor or its properties
      may be bound or affected, including, without limitation, any bulk transfer
      laws, where such violation would have a material adverse effect on its
      ability to perform its obligations under this Agreement or any other
      Transaction Document to which it is a party or under the transactions
      contemplated hereunder or thereunder or the validity or enforceability of
      the Timeshare Loans, (C) violate any judgment, decree, writ, injunction,
      award, determination or order currently in effect applicable to the
      Depositor or its properties or by which the Depositor or its properties
      are bound or affected, where such violation would have a material adverse
      effect on its ability to perform its obligations under this Agreement or
      any other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder or the validity or
      enforceability of the Timeshare Loans, (D) conflict with, or result in a
      breach of, or constitute a default under, any of the provisions of any
      indenture, mortgage, deed of trust, contract or other



      instrument to which the Depositor is a party or by which it is bound where
      such violation would have a material adverse effect on its ability to
      perform its obligations under this Agreement or any other Transaction
      Document to which it is a party or under the transactions contemplated
      hereunder or thereunder or the validity or enforceability of Timeshare
      Loans or (E) result in the creation or imposition of any Lien upon any of
      its properties pursuant to the terms of any such indenture, mortgage, deed
      of trust, contract or other instrument.

                  (vi) Governmental Consent. No consent, approval, order or
      authorization of, and no filing with or notice to, any court or other
      Governmental Authority in respect of the Depositor is required which has
      not been obtained in connection with the authorization, execution,
      delivery or performance by the Depositor of this Agreement or any of the
      other Transaction Documents to which it is a party or under the
      transactions contemplated hereunder or thereunder, including, without
      limitation, the transfer of the Timeshare Loans and the creation of the
      security interest of the Issuer therein pursuant to Section 3 hereof.

                  (vii) Defaults. The Depositor is not in default under any
      material agreement, contract, instrument or indenture to which the
      Depositor is a party or by which it or its properties is or are bound, or
      with respect to any order of any court, administrative agency, arbitrator
      or governmental body, in each case, which would have a material adverse
      effect on the transactions contemplated hereunder or on the business,
      operations, financial condition or assets of the Depositor, and no event
      has occurred which with notice or lapse of time or both would constitute
      such a default with respect to any such agreement, contract, instrument or
      indenture, or with respect to any such order of any court, administrative
      agency, arbitrator or governmental body.

                  (viii) Insolvency. The Depositor is solvent and will not be
      rendered insolvent by the transfer of the Timeshare Loans hereunder. On
      the Closing Date, the Depositor will not engage in any business or
      transaction the result of which would cause the property remaining with
      the Depositor to constitute an unreasonably small amount of capital.

                  (ix) Pending Litigation or Other Proceedings. Other than as
      described in the Offering Circular, there is no pending or, to the
      Depositor's Knowledge, threatened action, suit, proceeding or
      investigation before any court, administrative agency, arbitrator or
      governmental body against or affecting the Depositor which, if decided
      adversely, would materially and adversely affect (A) the condition
      (financial or otherwise), business or operations of the Depositor, (B) the
      ability of the Depositor to perform its obligations under, or the validity
      or enforceability of, this Agreement or any other documents or
      transactions contemplated under this Agreement, (C) any Timeshare Loan or
      title of any Obligor to any related Timeshare Property or (D) the Issuer's
      or the Indenture Trustee's ability to foreclose or otherwise enforce the
      liens of the Mortgage Notes and the rights of the Obligors to use and
      occupy the related Timeshare Properties.



                  (x) Information. No document, certificate or report furnished
      or required to be furnished by or on behalf of the Depositor pursuant to
      this Agreement, in its capacity as Depositor, contains or will contain
      when furnished any untrue statement of a material fact or fails or will
      fail to state a material fact necessary in order to make the statements
      contained therein not misleading in light of the circumstances in which it
      was made. There are no facts known to the Depositor which, individually or
      in the aggregate, materially adversely affect, or which (aside from
      general economic trends) may reasonably be expected to materially
      adversely affect in the future, the financial condition or assets or
      business of the Depositor, or which may impair the ability of the
      Depositor to perform its obligations under this Agreement, which have not
      been disclosed herein or therein or in the certificates and other
      documents furnished to the Issuer by or on behalf of the Depositor
      specifically for use in connection with the transactions contemplated
      hereby or thereby.

                  (xi) Foreign Tax Liability. The Depositor is not aware of any
      Obligor under a Timeshare Loan who has withheld any portion of payments
      due under such Timeshare Loan because of the requirements of a foreign
      taxing authority, and no foreign taxing authority has contacted the
      Depositor concerning a withholding or other foreign tax liability.

                  (xii) Employee Benefit Plan Liability. As of the Closing Date
      and each Transfer Date, as applicable, (i) no "accumulated funding
      deficiency" (as such term is defined under ERISA and the Code), whether or
      not waived, exists with respect to any "employee pension benefit plan" (as
      such term is defined under ERISA) sponsored, maintained or contributed to
      by the Depositor or any of its affiliates, and, to the Depositor's
      knowledge, no event has occurred or circumstance exists that may result in
      an accumulated funding deficiency as of the last day of the current plan
      year of any such plan; (ii) the Depositor and each of its affiliates has
      made all contributions required under each multiemployer plan (as such
      term is defined under ERISA) (a "Multiemployer Plan") to which the
      Depositor or any of its affiliates contributes or in which the Depositor
      or any of its affiliates participates (a "Depositor Multiemployer Plan");
      and (iii) neither the Depositor nor any of its affiliates has withdrawn
      from any Multiemployer Plan with respect to which there is any outstanding
      liability and, to the Depositor's knowledge, no event has occurred or
      circumstance exists that presents a risk of the occurrence of any
      withdrawal from, or the partition, termination, reorganization or
      insolvency of, any Depositor Multiemployer Plan that could result in any
      liability to the Depositor.

                  (xiii) Taxes. The Depositor has filed all tax returns
      (federal, state and local) which it reasonably believes are required to be
      filed and has paid or made adequate provision for the payment of all
      taxes, assessments and other governmental charges due from the Depositor
      or is contesting any such tax, assessment or other governmental charge in
      good faith through appropriate proceedings or except where the failure to
      file or pay will not have a material adverse effect on the rights and
      interests of the Issuer or any of its subsequent assignees. The Depositor
      knows of no basis for any material additional tax assessment for any
      fiscal year for which adequate reserves have not been established.



      The Depositor intends to pay all such taxes, assessments and governmental
      charges when due.

                  (xiv) Place of Business. The principal place of business and

      chief executive office where the Depositor keeps its records concerning
      the Timeshare Loans will be 4960 Conference Way North, Suite 100, Boca
      Raton, Florida 33431 (or such other place specified by the Depositor by
      written notice to the Issuer and the Indenture Trustee). The Depositor is
      a corporation formed under the laws of the State of Delaware.

                  (xv) Securities Laws. The Depositor is not an "investment
      company" or a company "controlled" by an "investment company" within the
      meaning of the Investment Company Act of 1940, as amended. No portion of
      the Timeshare Loan Acquisition Price for each of the Timeshare Loans will
      be used by the Depositor to acquire any security in any transaction which
      is subject to Section 13 or Section 14 of the Securities Exchange Act of
      1934, as amended.

                  (xvi) Bluegreen Vacation Club. With respect to the Club Loans:

                        (A) The Club Trust Agreement, of which a true and
            correct copy is attached hereto as Exhibit B is in full force and
            effect and a certified copy of the Club Trust Agreement has been
            delivered to the Indenture Trustee together with all amendments and
            supplements in respect thereof;

                        (B) The arrangement of contractual rights and
            obligations (duly established in accordance with the Club Trust
            Agreement under the laws of the State of Florida) was established
            for the purpose of holding and preserving certain property for the
            benefit of the Beneficiaries referred to in the Club Trust
            Agreement. The Club Trustee has all necessary trust and other
            authorizations and powers required to carry out its obligations
            under the Club Trust Agreement in the State of Florida and in all
            other states in which it owns Resort Interests. The Club is not a
            corporation or business trust under the laws of the State of
            Florida. The Club is not taxable as an association, corporation or
            business trust under federal law or the laws of the State of
            Florida;

                        (C) The Club Trustee is a corporation duly formed,
            validly existing and in good standing under the laws of the State of
            Florida. The Club Trustee is authorized to transact business in no
            other state. The Club Trustee is not an affiliate of the Servicer
            for purposes of Chapter 721, Florida Statutes and is in compliance
            with the requirements of such Chapter 721 requiring that it be
            independent of the Servicer;

                        (D) The Club Trustee had all necessary corporate power
            to execute and deliver, and has all necessary corporate power to
            perform its obligations under this Agreement, the other Transaction
            Documents to which it is a party, the Club Trust Agreement and the
            Club Management Agreement. The Club Trustee possesses all requisite
            franchises, operating rights, licenses, permits, consents,



            authorizations, exemptions and orders as are necessary to discharge
            its obligations under the Club Trust Agreement;

                        (E) The Club Trustee holds all right, title and interest
            in and to all of the Timeshare Properties related to the Club Loans
            solely for the benefit of the Beneficiaries referred to in, and
            subject in each case to the provisions of, the Club Trust Agreement
            and the other documents and agreements related thereto. Except with
            respect to the Mortgages, the Club Trustee has permitted none of
            such related Timeshare Loans to be made subject to any lien or
            encumbrance during the time it has been a part of the trust estate
            under the Club Trust Agreement;

                        (F) There are no actions, suits, proceedings, orders or
            injunctions pending against the Club or the Club Trustee, at law or
            in equity, or before or by any governmental authority which, if
            adversely determined, could reasonably be expect to have a material
            adverse effect on the Trust Estate or the Club Trustee's ability to
            perform its obligations under the Transaction Documents;

                        (G) Neither the Club nor the Club Trustee has incurred
            any indebtedness for borrowed money (directly, by guarantee, or
            otherwise);

                        (H) All ad valorem taxes and other taxes and assessments
            against the Club and/or its trust estate have been paid when due and
            neither the Servicer nor the Club Trustee knows of any basis for any
            additional taxes or assessments against any such property. The Club
            has filed all required tax returns and has paid all taxes shown to
            be due and payable on such returns, including all taxes in respect
            of sales of Owner Beneficiary Rights (as defined in the Club Trust
            Agreement) and Vacation Points;

                        (I) The Club and the Club Trustee are in compliance in
            all material respects with all applicable laws, statutes, rules and
            governmental regulations applicable to it and in compliance with
            each material instrument, agreement or document to which it is a
            party or by which it is bound, including, without limitation, the
            Club Trust Agreement;

                        (J) Except as expressly permitted in the Club Trust
            Agreement, the Club Trustee has maintained the One-to-One
            Beneficiary to Accommodation Ratio (as such terms are defined in the
            Club Trust Agreement);

                        (K) Bluegreen Vacation Club, Inc. is a non-stock
            corporation duly formed, validly existing and in good standing under
            the laws of the State of Florida;

                        (L) Upon purchase of the Club Loans and related Trust
            Estate hereunder, the Issuer is an "Interest Holder Beneficiary"
            under the Club Trust Agreement and each of the Club Loans
            constitutes "Lien Debt", "Purchase Money



            Lien Debt" and "Owner Beneficiary Obligations" under the Club Trust
            Agreement; and

                        (M) Except as disclosed to the Indenture Trustee in
            writing, each Mortgage associated with a Club Loan and granted by
            the Club Trustee or the Obligor on the related Club Loan, as
            applicable, has been duly executed, delivered and recorded by or
            pursuant to the instructions of the Club Trustee under the Club
            Trust Agreement and such Mortgage is valid and binding and effective
            to create the lien and security interests in favor of the Indenture
            Trustee (upon assignment thereof to the Indenture Trustee). Each of
            such Mortgages was granted in connection with the financing of a
            sale of a Resort Interest.

            (b) The Depositor hereby represents and warrants to the Issuer and
the Indenture Trustee that it has entered into the Transfer Agreements and
Purchase Agreement, that the Club Originator has made the representations and
warranties in the Transfer Agreements and Purchase Agreement as set forth
therein, that such representations and warranties run to and are for the benefit
of the Depositor, the Issuer, the Indenture Trustee and the Noteholders, and
that pursuant to Section 2 hereof, the Depositor has transferred and assigned to
the Issuer all rights and remedies of the under the Transfer Agreements and
Purchase Agreement.

            (c) The Transfer Agreements and Purchase Agreement, including the
other Transaction Documents contemplated thereby, are the only agreements
pursuant to which the Depositor acquires ownership of the Timeshare Loans. To
the Knowledge of the Depositor, the representations and warranties of Club
Originator under the Transfer Agreements and Purchase Agreement are true and
correct.

            (d) In consideration of Sections 5(b) and (c) above, the Depositor
hereby makes the representations and warranties relating to the Timeshare Loans
contained in Schedule I hereto for the benefit of the Issuer and the Indenture
Trustee for the benefit of the Noteholders as of the Closing Date (with respect
to each Initial Timeshare Loan transferred on the Closing Date) and as of each
Transfer Date (with respect to any Subsequent Timeshare Loans or Qualified
Substitute Timeshare Loan transferred on such Transfer Date), as applicable.

            (e) It is understood and agreed that the representations and
warranties set forth in this Section 5 shall survive the sale of each Timeshare
Loan to the Issuer and any assignment of such Timeshare Loan by the Issuer to
the Indenture Trustee on behalf of the Noteholders and shall continue so long as
any such Timeshare Loans shall remain outstanding or until such time as such
Timeshare Loans are repurchased, purchased or a Qualified Substitute Timeshare
Loan is provided pursuant to Section 6 hereof. The Depositor acknowledges that
it has been advised that the Issuer intends to assign all of its right, title
and interest in and to each Timeshare Loan and its rights and remedies under
this Agreement to the Indenture Trustee on behalf of the Noteholders. The
Depositor agrees that, upon any such assignment, the Indenture Trustee may
enforce directly, without joinder of the Issuer (but subject to any defense that
the Depositor may have under this Agreement) all rights and remedies hereunder.



            (f) With respect to any representations and warranties contained in
Section 5 which are made to the Depositor's Knowledge, if it is discovered that
any representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of a Timeshare Loan or the interests of the Issuer
or any subsequent assignee thereof, then notwithstanding the such lack of
Knowledge of the accuracy of such representation and warranty at the time such
representation or warranty was made (without regard to any Knowledge
qualifiers), such inaccuracy shall be deemed a breach of such representation or
warranty for purposes of the repurchase or substitution obligations described in
Sections 6(a)(i) or (ii) below.

            SECTION 6. Repurchases and Substitutions.

            (a) Mandatory Repurchases and Substitutions for Breaches of
Representations and Warranties. Upon the receipt of notice by the Depositor of a
breach of any of the representations and warranties in Section 5 hereof (on the
date on which such representation or warranty was made) which materially and
adversely affects the value of a Timeshare Loan or the interests of the Issuer
or any subsequent assignee of the Issuer (including the Indenture Trustee on
behalf of the Noteholders) therein, the Depositor shall, within 60 days of
receipt of such notice, cure in all material respects the circumstance or
condition which has caused such representation or warranty to be incorrect or
either (i) repurchase the Issuer's interest in such Defective Timeshare Loan
from the Issuer at the Repurchase Price or (ii) provide one or more Qualified
Substitute Timeshare Loans and pay the related Substitution Shortfall Amounts,
if any. It is understood and agreed that the Depositor shall have the right and
will enforce such right to require the Club Originator to repurchase or
substitute a Defective Timeshare Loan in the event of a breach of any of the
representations and warranties in Section 5 hereof which materially and
adversely affects the value of a Timeshare Loan or the interests of the Issuer
or any subsequent assignee of the Issuer (including the Indenture Trustee on
behalf of the Noteholders) in accordance with the provisions of the Transfer
Agreements and Purchase Agreement.

            (b) Optional Purchases or Substitutions of Club Loans. The Issuer
acknowledges that pursuant to the Purchase Agreement and each Transfer
Agreement, the Depositor has irrevocably granted the Club Originator any options
to repurchase or replace Original Club Loans it has thereunder. The Issuer
acknowledges that with respect any Original Club Loans for which the Club
Originator and the related Obligor have elected to effect an Upgrade, the Club
Originator will (at its option) either (i) pay the Repurchase Price for such
Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare
Loans for such Original Club Loan and pay the related Substitution Shortfall
Amounts, if any; provided, however, that the Club Originator's option to
substitute one or more Qualified Substitute Timeshare Loans for an Original Club
Loan is limited on any date to (x) 20% of the sum of the Aggregate Closing Date
Collateral Balance less (y) the Loan Balances of all Original Club Loans
previously substituted by the Club Originator on the related substitution dates
pursuant to this Agreement, the Purchase Agreement or the Transfer Agreements.
In addition, the Issuer acknowledges that the Club Originator shall use best
efforts to exercise its substitution option with respect to Original Club Loans
prior to exercise of its repurchase option and to the extent that the Club
Originator shall elect to substitute Qualified Substitute Timeshare Loans for an
Original Club Loan, the Club Originator shall use best efforts to cause each
such Qualified Substitute Timeshare Loan to be, in



the following order of priority, (i) the Upgrade Club Loan related to such
Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club
Loan.

            (c) Optional Purchases or Substitutions of Defaulted Timeshare
Loans. The Issuer acknowledges that pursuant to the Purchase Agreement and each
Transfer Agreement, the Depositor has irrevocably granted the Club Originator
any options to repurchase or substitute Defaulted Timeshare Loans it has
thereunder. With respect to any Defaulted Timeshare Loans, on any date, the Club
Originator will have the option, but not the obligation, to either (i) purchase
a Defaulted Timeshare Loan subject to the lien of the Indenture at the
Repurchase Price for such Defaulted Timeshare Loan or (ii) substitute one or
more Qualified Substitute Timeshare Loans for such Defaulted Timeshare Loan and
pay the related Substitution Shortfall Amounts, if any; provided, however, that
the Club Originator's option to purchase a Defaulted Timeshare Loan or to
substitute one or more Qualified Substitute Timeshare Loans for a Defaulted
Timeshare Loan is limited on any date to the Optional Purchase Limit and the
Optional Substitution Limit, respectively. The Club Originator may irrevocably
waive its option to purchase or substitute a Defaulted Timeshare Loan by
delivering or causing to deliver to the Indenture Trustee a Waiver Letter in the
form of Exhibit A attached hereto.

            (d) Payment of Repurchase Prices and Substitution Shortfall Amounts.
The Issuer hereby directs and the Depositor hereby agrees to remit or cause to
be remitted all amounts in respect of Repurchase Prices and Substitution
Shortfall Amounts payable during the related Due Period in immediately available
funds to the Indenture Trustee to be deposited in the Collection Account on the
related Transfer Date in accordance with the provisions of the Indenture. In the
event that more than one Timeshare Loan is replaced pursuant to Sections 6(a),
(b) or (c) hereof on any Transfer Date, the Substitution Shortfall Amounts and
the Loan Balances of Qualified Substitute Timeshare Loans shall be calculated on
an aggregate basis for all substitutions made on such Transfer Date.

            (e) Schedule of Timeshare Loans. The Issuer hereby directs and the
Depositor hereby agrees, on each date on which a Timeshare Loan has been
repurchased, purchased or substituted, to provide or cause to be provided to the
Issuer and the Indenture Trustee with a electronic supplement to Schedule III
hereto and the Schedule of Timeshare Loans reflecting the removal and/or
substitution of Timeshare Loans and subjecting any Qualified Substitute
Timeshare Loans to the provisions of this Agreement.

            (f) Qualified Substitute Timeshare Loans. On the related Transfer
Date, the Issuer hereby directs and the Depositor hereby agrees to deliver or to
cause the delivery of the Timeshare Loan Files relating to the Qualified
Substitute Timeshare Loans to the Indenture Trustee or to the Custodian, at the
direction of the Indenture Trustee, in accordance with the provisions of the
Indenture. As of such related Transfer Date, the Depositor does hereby transfer,
assign, sell and grant to the Issuer, without recourse (except as provided in
Section 6 and Section 8 hereof), any and all of the Depositor's right, title and
interest in and to (i) each Qualified Substitute Timeshare Loan conveyed to the
Issuer on such Transfer Date, (ii) the Receivables in respect of the Qualified
Substitute Timeshare Loans due after the related Cut-Off Date, (iii) the related
Timeshare Loan Documents (excluding any rights as developer or declarant under
the Timeshare Declaration, the Timeshare Program Consumer Documents or the
Timeshare Program



Governing Documents), (iv) all Related Security in respect of such Qualified
Substitute Timeshare Loans, (v) the Depositor's rights and remedies under the
related Purchase Agreement and Transfer Agreement with respect to such Qualified
Substitute Timeshare Loan, and (vi) all income, payments, proceeds and other
benefits and rights related to any of the foregoing. Upon such sale, the
ownership of each Qualified Substitute Timeshare Loan and all collections
allocable to principal and interest thereon since the related Cut-Off Date and
all other property interests or rights conveyed pursuant to and referenced in
this Section 6(f) shall immediately vest in the Issuer, its successors and
assigns. The Depositor shall not take any action inconsistent with such
ownership nor claim any ownership interest in any Qualified Substitute Timeshare
Loan for any purpose whatsoever other than consolidated financial and federal
and state income tax reporting. The Depositor agrees that such Qualified
Substitute Timeshare Loans shall be subject to the provisions of this Agreement
and shall thereafter be deemed a "Timeshare Loan" for the purposes of this
Agreement.

            (g) Officer's Certificate. The Depositor shall, on each related
Transfer Date, certify or cause to be certified in writing to the Issuer and the
Indenture Trustee that each new Timeshare Loan meets all the criteria of the
definition of "Qualified Substitute Timeshare Loan" and that (i) the Timeshare
Loan Files for such Qualified Substitute Timeshare Loans have been delivered to
the Custodian, and (ii) the Timeshare Loan Servicing Files for such Qualified
Substitute Timeshare Loans have been delivered to the Servicer.

            (h) Subsequent Transfer Notices. The Depositor shall, on each
related Transfer Date, deliver a Subsequent Transfer Notice in the form attached
as Exhibit J to the Indenture, as specified by Section 4.3 of the Indenture.

            (i) Release. In connection with any repurchase, purchase or
substitution of one or more Timeshare Loans contemplated by this Section 6, upon
satisfaction of the conditions contained in this Section 6, the Issuer and the
Indenture Trustee shall execute and deliver or shall cause the execution and
delivery of such releases and instruments of transfer or assignment presented to
it by the Depositor, in each case, without recourse, as shall be necessary to
vest in the Depositor or its designee the legal and beneficial ownership of such
Timeshare Loans. The Issuer and the Indenture Trustee shall cause the Custodian
to release the related Timeshare Loan Files to the Depositor or its designee and
the Servicer to release the related Timeshare Loan Servicing Files to the
Depositor or its designee.

            (j) Sole Remedy. It is understood and agreed that the obligations of
the Depositor contained in Section 6(a) to cure a material breach, or to
repurchase or substitute Defective Timeshare Loans and the obligation of the
Depositor to indemnify pursuant to Section 8, shall constitute the sole remedies
available to the Issuer or its subsequent assignees for the breaches of any of
its representation or warranty contained in Section 5, and such remedies are not
intended to and do not constitute "credit recourse" to the Depositor.

            SECTION 7. Additional Covenants of the Depositor. The Depositor
hereby covenants and agrees with the Issuer as follows:



            (a) The Depositor shall comply with all applicable laws, rules,
regulations and orders applicable to it and its business and properties except
where the failure to comply will not have a material adverse effect on the
business of the Depositor or its ability to perform its obligations under this
Agreement or any other Transaction Document to which it is a party or under the
transactions contemplated hereunder or thereunder or the validity or
enforceability of the Timeshare Loans.

            (b) The Depositor shall preserve and maintain its existence
(corporate or otherwise), rights, franchises and privileges in the jurisdiction
of its organization and except where the failure to so preserve and maintain
will not have a material adverse effect on the business of the Depositor or its
ability to perform its obligations under this Agreement or any other Transaction
Document to which it is a party or under the transactions contemplated hereunder
or thereunder or the validity or enforceability of the Timeshare Loans.

            (c) On or prior to the Closing Date or a Transfer Date, as
applicable, the Depositor shall indicate in its and its Affiliates' computer
files and other records that each Timeshare Loan has been sold to the Issuer.

            (d) The Depositor shall respond to any inquiries with respect to
ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold
to the Issuer and that the Issuer is the owner of such Timeshare Loan.

            (e) On or prior to the Closing Date, the Depositor shall file or
cause to be filed, at its own expense, financing statements in favor of the
Issuer, and, if applicable, the Indenture Trustee on behalf of the Noteholders,
with respect to the Timeshare Loans, meeting the requirements of state law in
such manner and in such jurisdictions as are necessary or appropriate to perfect
the acquisition of such Timeshare Loans by the Issuer from the Depositor, and
shall deliver file-stamped copies of such financing statements to the Issuer and
the Indenture Trustee on behalf of the Noteholders.

            (f) The Depositor agrees from time to time, at its own expense, to
promptly execute and deliver all further instruments and documents, and to take
all further actions, that may be necessary, or that the Issuer or the Indenture
Trustee may reasonably request, to perfect, protect or more fully evidence the
sale of the Timeshare Loans to the Issuer, or to enable the Issuer or the
Indenture Trustee to exercise and enforce its rights and remedies hereunder or
under any Timeshare Loan including, but not limited to, powers of attorney, UCC
financing statements and assignments of mortgage. The Depositor hereby appoints
the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is
coupled with an interest and is therefore irrevocable, to act on behalf and in
the name of the Depositor under this Section 7(f).

            (g) Any change in the legal name of the Depositor and any use by it
of any tradename, fictitious name, assumed name or "doing business as" name
occurring after the Closing Date shall be promptly disclosed to the Issuer and
the Indenture Trustee in writing.

            (h) Upon the discovery or receipt of notice by a Responsible Officer
of the Depositor of a breach of any of its representations or warranties and
covenants contained herein,



the Depositor shall promptly disclose to the Issuer and the Indenture Trustee,
in reasonable detail, the nature of such breach.

            (i) In the event that the Depositor shall receive any payments in
respect of a Timeshare Loan after the Closing Date or Transfer Date, as
applicable (including any insurance proceeds that are not payable to the related
Obligor), the Depositor shall, within two (2) Business Days of receipt, transfer
or cause to be transferred, such payments to the Lockbox Account.

            (j) In the event that the Depositor or the Issuer or any assignee of
the Issuer should receive actual notice of any transfer taxes arising out of the
transfer, assignment and conveyance of a Timeshare Loan to the Issuer, on
written demand by the Issuer, or upon the Depositor otherwise being given notice
thereof, the Depositor shall pay, and otherwise indemnify and hold the Issuer,
or any subsequent assignee harmless, on an after-tax basis, from and against any
and all such transfer taxes.

            (k) The Depositor will keep its principal place of business and
chief executive office and the office where it keeps its records concerning the
Timeshare Loans at the address of the Depositor listed herein.

            (l) The Depositor authorizes the Issuer and the Indenture Trustee to
file continuation statements, and amendments thereto, relating to the Timeshare
Loans and all payments made with regard to the related Timeshare Loans without
the signature of the Depositor where permitted by law. A photocopy or other
reproduction of this Agreement shall be sufficient as a financing statement
where permitted by law. The Issuer confirms that it is not its present intention
to file a photocopy or other reproduction of this Agreement as a financing
statement, but reserves the right to do so if, in its good faith determination,
there is at such time no reasonable alternative remaining to it.

            SECTION 8. Indemnification.

            (a) The Depositor agrees to indemnify the Issuer, the Indenture
Trustee, the Noteholders and the Initial Purchaser (collectively, the
"INDEMNIFIED PARTIES") against any and all claims, losses, liabilities,
(including reasonable legal fees and related costs) that the Issuer, the
Indenture Trustee, the Noteholders or the Initial Purchaser may sustain directly
related to any breach of the representations and warranties of the Depositor
under Section 5 hereof (the "INDEMNIFIED AMOUNTS") excluding, however (i)
Indemnified Amounts to the extent resulting from the gross negligence or willful
misconduct on the part of such Indemnified Party; (ii) any recourse for any
uncollectible Timeshare Loan not related to a breach of representation or
warranty; (iii) recourse to the Depositor for a Defective Timeshare Loan so long
as the same is cured, substituted or repurchased pursuant to Section 6 hereof,
(iv) income, franchise or similar taxes by such Indemnified Party arising out of
or as a result of this Agreement or the transfer of the Timeshare Loans; (v)
Indemnified Amounts attributable to any violation by an Indemnified Party of any
requirement of law related to an Indemnified Party; or (vi) the operation or
administration of the Indemnified Party generally and not related to the
enforcement of this Agreement. The Depositor shall (A) promptly notify the
Issuer and the Indenture Trustee if a claim is made by a third party with
respect to this Agreement or the Timeshare Loans, and



relating to (i) the failure by the Depositor to perform its duties in accordance
with the terms of this Agreement or (ii) a breach of the Depositor's
representations, covenants and warranties contained in this Agreement, (B)
assume (with the consent of the Issuer, the Indenture Trustee, the Noteholders
or the Initial Purchaser, as applicable, which consent shall not be unreasonably
withheld) the defense of any such claim and (C) pay all expenses in connection
therewith, including legal counsel fees and promptly pay, discharge and satisfy
any judgment, order or decree which may be entered against it or the Issuer, the
Indenture Trustee, the Noteholders or the Initial Purchaser in respect of such
claim. If the Depositor shall have made any indemnity payment pursuant to this
Section 8 and the recipient thereafter collects from another Person any amount
relating to the matters covered by the foregoing indemnity, the recipient shall
promptly repay such amount to the Depositor.

            (b) The obligations of the Depositor under this Section 8 to
indemnify the Issuer, the Indenture Trustee, the Noteholders and the Initial
Purchaser shall survive the termination of this Agreement and continue until the
Notes are paid in full or otherwise released or discharged.

            SECTION 9. No Proceedings. The Depositor hereby agrees that it will
not, directly or indirectly, institute, or cause to be instituted, or join any
Person in instituting, against the Issuer or any Association, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy or similar law so long as
there shall not have elapsed one year plus one day since the latest maturing
Notes issued by the Issuer.

            SECTION 10. Notices, Etc. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing and
mailed or telecommunicated, or delivered as to each party hereto, at its address
set forth below or at such other address as shall be designated by such party in
a written notice to the other parties hereto. All such notices and
communications shall not be effective until received by the party to whom such
notice or communication is addressed.

      Depositor

      Bluegreen Receivables Finance Corporation VIII
      4950 Communication Avenue, Suite 400
      Boca Raton, Florida 33431
      Attention: Terry Jones, President
      Telecopier:  (561) 912-8121

      Issuer

      BXG Receivables Note Trust 2004-B
      c/o Wilmington Trust Company
      Rodney Square North
      1100 North Market Street
      Wilmington, Delaware 19890-0001
      Attention:  Corporate Trust Administration



      Telecopier No: (302) 651-8882

            SECTION 11. No Waiver; Remedies. No failure on the part of the
Depositor, the Issuer or any assignee thereof to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any other remedies provided by law.

            SECTION 12. Binding Effect; Assignability. This Agreement shall be
binding upon and inure to the benefit of the Depositor, the Issuer and their
respective successors and assigns. Any assignee of the Issuer shall be an
express third party beneficiary of this Agreement, entitled to directly enforce
this Agreement. The Depositor may not assign any of its rights and obligations
hereunder or any interest herein without the prior written consent of the Issuer
and any assignee thereof. The Issuer may, and intends to, assign all of its
rights hereunder to the Indenture Trustee on behalf of the Noteholders and the
Depositor consents to any such assignment. This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms, and shall remain in full force and effect until its termination;
provided, however, that the rights and remedies with respect to any breach of
any representation and warranty made by the Depositor pursuant to Section 5 and
the repurchase or substitution and indemnification obligations shall be
continuing and shall survive any termination of this Agreement but such rights
and remedies may be enforced only by the Issuer and the Indenture Trustee.


            SECTION 13. Amendments; Consents and Waivers. No modification,
amendment or waiver of, or with respect to, any provision of this Agreement, and
all other agreements, instruments and documents delivered thereto, nor consent
to any departure by the Depositor from any of the terms or conditions thereof
shall be effective unless it shall be in writing and signed by each of the
parties hereto, the written consent of the Indenture Trustee on behalf of the
Noteholders is given and confirmation from the Rating Agencies that such action
will not result in a downgrade, withdrawal or qualification of any rating
assigned to a Class of Notes is received. The Issuer shall provide the Indenture
Trustee and the Rating Agencies with such proposed modifications, amendments or
waivers. Any waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No consent to or demand by the Depositor in
any case shall, in itself, entitle it to any other consent or further notice or
demand in similar or other circumstances. The Depositor acknowledges that in
connection with the intended assignment by the Issuer of all of its right, title
and interest in and to each Timeshare Loan to the Indenture Trustee on behalf of
the Noteholders, the Issuer intends to issue the Notes, the proceeds of which
will be used by the Issuer to purchase the Timeshare Loans hereunder.

            SECTION 14. Severability. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation, shall not in any
way be affected or impaired thereby in any other jurisdiction. Without limiting
the generality of the foregoing, in the event that a Governmental Authority
determines that the Issuer may not purchase or acquire Timeshare Loans, the
transactions evidenced hereby shall constitute



a loan and not a purchase and sale, notwithstanding the otherwise applicable
intent of the parties hereto, and the Depositor shall be deemed to have granted
to the Issuer as of the date hereof, a first priority perfected security
interest in all of the Depositor's right, title and interest in, to and under
such Timeshare Loans and the related property as described in Section 2 hereof.

            SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION.

                  (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
      PRINCIPLES OF CONFLICTS OF LAW.

                  (B) THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE
      NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
      UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW
      YORK CITY AND EACH PARTY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
      UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
      REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH ON THE SIGNATURE PAGE
      HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER
      THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. THE
      PARTIES HERETO EACH WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS,
      AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS
      TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE
      BY THE COURT. NOTHING IN THIS SECTION 15 SHALL AFFECT THE RIGHT OF THE
      parties to this agreement TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
      PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY OF THEM TO BRING ANY ACTION OR
      PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.

            SECTION 16. Heading. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

            SECTION 17. Execution in Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and both of which when taken together
shall constitute one and the same agreement.



            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duty authorized, as of the date
first above written.

                                  Very truly yours,

                                  BLUEGREEN RECEIVABLES FINANCE
                                  CORPORATION VIII

                                  By: /S/ ALLAN J. HERZ
                                  Printed Name: Allan J. Herz
                                  Title:  Vice President and Assistant Secretary

                                  BXG RECEIVABLES NOTE TRUST 2004-B
                                  By:  Wilmington Trust Company,
                                       as Owner Trustee

                                  By: /S/ JANET R. HAVRILLA
                                  Printed Name:  Janet R. Havrilla
                                  Title: Financial Services Officer

Agreed and acknowledged as to
the last paragraph of Section 3
herein only:

BLUEGREEN VACATION CLUB TRUST

By: Vacation Trust, Inc., Individually and as Club Trustee

By: /S/ SHARI A. BASYE
Printed Name: Shari A. Basye
Title: Secretary/Treasurer

                     [Signature Page to the Sale Agreement]



                                   SCHEDULE I

      Representations and Warranties of the Depositor Regarding the Timeshare
Loans

With respect to each Timeshare Loan, as of the related Closing Date or Transfer
Date, as applicable:

      (a)   except if such Timeshare Loan is listed on Schedule II(a) hereto,
            payments due under the Timeshare Loan are fully-amortizing and
            payable in level monthly installments;

      (b)   payment obligations under the Timeshare Loan bears a fixed rate of
            interest;

      (c)   the Obligor thereunder has made a down payment by cash, check or
            credit card of at least 10% percent of the actual purchase price
            (including closing costs) of the Timeshare Property (which cash down
            payment may, in the case of Upgraded Club Loans only, be represented
            by the principal payments on such Timeshare Loan since its date of
            origination) and no part of such payment has been made or loaned to
            Obligor by Bluegreen, the Depositor or an Affiliate thereof;

      (d)   as of the related Cut-Off Date, no principal or interest due with
            respect to the Timeshare Loan is sixty (60) days or more Delinquent;

      (e)   the Obligor is not an Affiliate of Bluegreen or any Subsidiary;
            provided, that solely for the purposes of this representation, a
            relative of an employee and employees of Bluegreen or any Subsidiary
            (or any of its Affiliates) shall not be deemed to be an "Affiliate";

      (f)   immediately prior to the conveyance of the Timeshare Loan to the
            Issuer, the Depositor will own full legal and equitable title to
            such Timeshare Loan, and the Timeshare Loan (and the related
            Timeshare Property) is free and clear of adverse claims, liens and
            encumbrances and is not subject to claims of rescission, invalidity,
            unenforceability, illegality, defense, offset, abatement,
            diminution, recoupment, counterclaim or participation or ownership
            interest in favor of any other Person;

      (g)   the Timeshare Loan (other than an Aruba Loan) is secured directly by
            a first priority Mortgage on the related purchased Timeshare
            Property;

      (h)   with respect to each Club Loan, the Timeshare Property mortgaged by
            or at the direction of the related Obligor constitutes a fractional
            fee simple timeshare interest in real property at the related Resort
            that entitles the holder of the interest to the use of a specific
            property for a specified number of days each year or every other
            year; the related Mortgage has been delivered for filing and
            recordation with all appropriate governmental authorities in all
            jurisdictions in which such Mortgage is required to be filed and
            recorded to create a valid, binding and enforceable first Lien on
            the related Timeshare Property and such Mortgage



            creates a valid, binding and enforceable first Lien on the related
            Timeshare Property, subject only to Permitted Liens; and the
            Depositor is in compliance with any Permitted Lien respecting the
            right to the use of such related Timeshare Property; each of the
            Assignments of Mortgage and each related endorsement of the related
            Mortgage Note constitutes a duly executed, legal, valid, binding and
            enforceable assignment or endorsement, as the case may be, of such
            related Mortgage and related Mortgage Note, and all monies due or to
            become due thereunder, and all proceeds thereof;

      (i)   with respect to the Obligor and a particular Timeshare Property
            purchased by such Obligor, there is only one original Mortgage and
            Mortgage Note, in the case of a Club Loan, and, only one Finance
            Agreement, in the case of an Aruba Loan; all parties to the related
            Mortgage and the related Mortgage Note (and, in the case of an Aruba
            Loan, Finance Agreement) had legal capacity to enter into such
            Timeshare Loan Documents and to execute and deliver such related
            Timeshare Loan Documents, and such related Timeshare Loan Documents
            have been duly and properly executed by such parties; any amendments
            to such related Timeshare Loan Documents required as a result of any
            mergers involving the Depositor or its predecessors, to maintain the
            rights of the Depositor or its predecessors thereunder as a
            mortgagee (or a Depositor, in the case of the Aruba Loan) have been
            completed;

      (j)   at the time the related Originator originated such Timeshare Loan to
            the related Obligor, such Originator had full power and authority to
            originate such Timeshare Loan and the Obligor had good and
            indefeasible fee title or good and marketable fee simple title, or,
            in the case of an Aruba Loan, a cooperative interest, as applicable,
            to the Timeshare Property related to such Timeshare Loan, free and
            clear of all Liens, except for Permitted Liens;

      (k)   the related Mortgage (or, in the case of an Aruba Loan, the related
            Finance Agreement) contains customary and enforceable provisions so
            as to render the rights and remedies of the holder thereof adequate
            for the realization against the related Timeshare Property of the
            benefits of the security interests or lender's contractual rights
            intended to be provided thereby, including (a) if the Mortgage is a
            deed of trust, by trustee's sale, including power of sale, (b)
            otherwise by judicial foreclosure or power of sale and/or (c)
            termination of the contract, forfeiture of Obligor deposits and
            payments towards the related Timeshare Loan and expulsion from the
            related Association; in the case of the Club Loans, there is no
            exemption available to the related Obligor which would interfere
            with the mortgagee's right to sell at a trustee's sale or power of
            sale or right to foreclose such related Mortgage, as applicable;

      (l)   the related Mortgage Note is not and has not been secured by any
            collateral except the Lien of the related Mortgage;



      (m)   if a Mortgage secures a Timeshare Loan, the title to the related
            Timeshare Property is insured (or a binding commitment for title
            insurance, not subject to any conditions other than standard
            conditions applicable to all binding commitments, has been issued)
            under a mortgagee title insurance policy issued by a title insurer
            qualified to do business in the jurisdiction where the related
            Timeshare Property is located in a form generally acceptable to
            prudent originators of similar mortgage loans, insuring the
            Depositor or its predecessor and its successors and assigns, as to
            the first priority mortgage Lien of the related Mortgage in an
            amount equal to the outstanding Loan Balance of such Timeshare Loan,
            and otherwise in form and substance acceptable to the Indenture
            Trustee; the Depositor or its assignee is a named insured of such
            mortgagee's title insurance policy; such mortgagee's title insurance
            policy is in full force and effect; no claims have been made under
            such mortgagee's title insurance policy and no prior holder of such
            Timeshare Loan has done or omitted to do anything which would impair
            the coverage of such mortgagee's title insurance policy; no premiums
            for such mortgagee's title insurance policy, endorsements and all
            special endorsements are past due;

      (n)   the Depositor has not taken (or omitted to take), and has no notice
            that the related Obligor has taken (or omitted to take), any action
            that would impair or invalidate the coverage provided by any hazard,
            title or other insurance policy on the related Timeshare Property;

      (o)   all applicable intangible taxes and documentary stamp taxes were
            paid as to the related Timeshare Loan;

      (p)   the proceeds of the Timeshare Loan have been fully disbursed, there
            is no obligation to make future advances or to lend additional funds
            under the originator's commitment or the documents and instruments
            evidencing or securing the Timeshare Loan and no such advances or
            loans have been made since the origination of the Timeshare Loan;

      (q)   the terms of each Timeshare Loan Document has not been impaired,
            waived, altered or modified in any respect, except (x) by written
            instruments which are part of the related Timeshare Loan Documents
            or (y) in accordance with the Credit Policy or the Servicing
            Standard (provided that no Timeshare Loan has been impaired, waived,
            altered, or modified in any respect more than once). No other
            instrument has been executed or agreed to which would effect any
            such impairment, waiver, alteration or modification; the Obligor has
            not been released from liability on or with respect to the Timeshare
            Loan, in whole or in part; if required by law or prudent originators
            of similar loans in the jurisdiction where the related Timeshare
            Property is located, all waivers, alterations and modifications have
            been filed and/or recorded in all places necessary to perfect,
            maintain and continue a valid first priority Lien of the related
            Mortgage, subject only to Permitted Liens;



      (r)   other than if it is an Aruba Loan, the Timeshare Loan is principally
            and directly secured by an interest in real property;

      (s)   the Timeshare Loan was originated by one of the Depositor's
            Affiliates in the normal course of its business; the Timeshare Loan
            originated by the Depositor's Affiliates was underwritten in
            accordance with its underwriting guidelines; to the Depositor's
            Knowledge, the origination, servicing and collection practices used
            by the Depositor's Affiliates with respect to the Timeshare Loan
            have been in all respects, legal, proper, prudent and customary;

      (t)   the related Timeshare Loan is assignable to and by the obligee and
            its successors and assigns and the related Timeshare Property is
            assignable upon liquidation of the related Timeshare Loan, without
            the consent of any other Person (including any Association,
            condominium association, homeowners' or timeshare association);

      (u)   the related Mortgage is and will be prior to any Lien on, or other
            interests relating to, the related Timeshare Property;

      (v)   to the Depositor's Knowledge, there are no delinquent or unpaid
            taxes, ground rents (if any), water charges, sewer rents or
            assessments outstanding with respect to any of the Timeshare
            Properties, nor any other outstanding Liens or charges affecting the
            Timeshare Properties that would result in the imposition of a Lien
            on the Timeshare Property affecting the Lien of the related Mortgage
            or otherwise materially affecting the interests of the Indenture
            Trustee on behalf of the Noteholders in the related Timeshare Loan;

      (w)   other than with respect to delinquent payments of principal or
            interest 60 (sixty) or fewer days past due as of the Cut-Off Date,
            there is no default, breach, violation or event of acceleration
            existing under the Mortgage, the related Mortgage Note or any other
            document or instrument evidencing, guaranteeing, insuring or
            otherwise securing the related Timeshare Loan, and no event which,
            with the lapse of time or with notice and the expiration of any
            grace or cure period, would constitute a material default, breach,
            violation or event of acceleration thereunder; and the Depositor has
            not waived any such material default, breach, violation or event of
            acceleration under the Finance Agreement, Mortgage, the Mortgage
            Note or any such other document or instrument, as applicable;

      (x)   neither the Obligor nor any other Person has the right, by statute,
            contract or otherwise, to seek the partition of the Timeshare
            Property;

      (y)   the Timeshare Loan has not been satisfied, canceled, rescinded or
            subordinated, in whole or in part; no portion of the Timeshare
            Property has been released from the Lien of the related Mortgage, in
            whole or in part; no instrument has been executed that would effect
            any such satisfaction, cancellation, rescission, subordination or
            release; the terms of the related Mortgage do not provide for a
            release of any




            portion of the Timeshare Property from the Lien of the related
            Mortgage except upon the payment of the Timeshare Loan in full;

      (z)   the Depositor and any of its Affiliates and, to the Depositor's
            Knowledge, each other party which has had an interest in the
            Timeshare Loan is (or, during the period in which such party held
            and disposed of such interest, was) in compliance with any and all
            applicable filing, licensing and "doing business" requirements of
            the laws of the state wherein the Timeshare Property is located to
            the extent necessary to permit the Depositor to maintain or defend
            actions or proceedings with respect to the Timeshare Loan in all
            appropriate forums in such state without any further act on the part
            of any such party;

      (aa)  there is no current obligation on the part of any other person
            (including any buy down arrangement) to make payments on behalf of
            the Obligor in respect of the Timeshare Loan;

      (bb)  the related Association was duly organized and are validly existing;
            a manager (the "MANAGER") manages such Resort and performs services
            for the Associations, pursuant to an agreement between the Manager
            and the respective Associations, such contract being in full force
            and effect; to the Depositor's Knowledge the Manager and the
            Associations have performed in all material respects all obligations
            under such agreement and are not in default under such agreement;

      (cc)  in the case of Bluegreen Owned Resorts (other than La Cabana Resort
            and Casa Del Mar Resort) and to the Depositor's Knowledge with
            respect to the Non-Bluegreen Owned Resorts and La Cabana Resort and
            Casa Del Mar Resort, (i) the related Resort is insured in the event
            of fire, earthquake, or other casualty for the full replacement
            value thereof, and in the event that the Timeshare Property should
            suffer any loss covered by casualty or other insurance, upon receipt
            of any insurance proceeds, the Associations at the Resorts are
            required, during the time such Timeshare Property is covered by such
            insurance, under the applicable governing instruments either to
            repair or rebuild the portions of the Timeshare Project in which the
            Timeshare Property is located or to pay such proceeds to the holders
            of any related Mortgage secured by a timeshare estate in the
            portions of the Timeshare Project in which the Timeshare Property is
            located; (ii) the related Resort, if located in a designated flood
            plain, maintains flood insurance in an amount not less than the
            maximum level available under the National Flood Insurance Act of
            1968, as amended or any applicable laws; (iii) the related Resort
            has business interruption insurance and general liability insurance
            in such amounts generally acceptable in the industry; and (iv) the
            related Resort's insurance policies are in full force and effect
            with a generally acceptable insurance carrier;

      (dd)  the related Mortgage gives the obligee and its successors and
            assigns the right to receive and direct the application of insurance
            and condemnation proceeds



            received in respect of the related Timeshare Property, except where
            the related condominium declarations, timeshare declarations or
            applicable state law provide that insurance and condemnation
            proceeds be applied to restoration of the improvements;

      (ee)  each rescission period applicable to the related Timeshare Loan has
            expired;

      (ff)  no selection procedures were intentionally utilized by the Depositor
            in selecting the Timeshare Loan which the Depositor knew were
            materially adverse to the Indenture Trustee or the Noteholders;

      (gg)  the Units related to the Timeshare Loan in the related Resort have
            been completed in all material respects as required by applicable
            state and local laws, free of all defects that could give rise to
            any claims by the related Obligors under home warranties or
            applicable laws or regulations, whether or not such claims would
            create valid offset rights under the law of the State in which the
            Resort is located; to the extent required by applicable law, valid
            certificates of occupancy for such Units have been issued and are
            currently outstanding; the Depositor or any of its Affiliates have
            complied in all material respects with all obligations and duties
            incumbent upon the developers under the related timeshare
            declaration (each a "DECLARATION"), as applicable, or similar
            applicable documents for the related Resort; no practice, procedure
            or policy employed by the related Association in the conduct of its
            business violates any law, regulation, judgment or agreement,
            including, without limitation, those relating to zoning, building,
            use and occupancy, fire, health, sanitation, air pollution,
            ecological, environmental and toxic wastes, applicable to such
            Association which, if enforced, would reasonably be expected to (a)
            have a material adverse impact on such Association or the ability of
            such Association to do business, (b) have a material adverse impact
            on the financial condition of such Association, or (c) constitute
            grounds for the revocation of any license, charter, permit or
            registration which is material to the conduct of the business of
            such Association; the related Resort and the present use thereof
            does not violate any applicable environmental, zoning or building
            laws, ordinances, rules or regulations of any governmental
            authority, or any covenants or restrictions of record, so as to
            materially adversely affect the value or use of such Resort or the
            performance by the related Association of its obligations pursuant
            to and as contemplated by the terms and provisions of the related
            Declaration; there is no condition presently existing, and to the
            Depositor's Knowledge, no event has occurred or failed to occur
            prior to the date hereof, concerning the related Resort relating to
            any hazardous or toxic materials or condition, asbestos or other
            environmental or similar matters which would reasonably be expected
            to materially and adversely affect the present use of such Resort or
            the financial condition or business operations of the related
            Association, or the value of the Notes;

      (hh)  except if such Timeshare Loan is listed on Schedule II(hh) hereto,
            the original Loan Balance of such Timeshare Loan does not exceed
            $25,000;



      (ii)  payments with respect to the Timeshare Loan are to be in legal
            tender of the United States;

      (jj)  all monthly payments made on the Timeshare Loan have been made by
            the Obligor and not by the Depositor or any Affiliate of the
            Depositor on the Obligor's behalf;

      (kk)  the Timeshare Loan relates to a Resort;

      (ll)  the Timeshare Loan constitutes either "chattel paper", a "general
            intangible" or an "instrument" as defined in the UCC as in effect in
            all applicable jurisdictions;

      (mm)  the sale, transfer and assignment of the Timeshare Loan and the
            Related Security 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 Timeshare
            Loan and Related Security does not require the consent of the
            Obligor;

      (nn)  each of the Timeshare Loan, the Related Security, related Assignment
            of Mortgage, related Mortgage, related Mortgage Note, related
            Finance Agreement and each other related Timeshare Loan Document 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, and is not
            subject to any dispute, offset, counterclaim or defense whatsoever;

      (oo)  the Timeshare Loan relates to a Completed Unit and the Related
            Security do not, and the origination of each Timeshare Loan did 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 has been or is in violation of any such law, rule or
            regulation in any material respect if such violation would impair
            the collectibility of such Timeshare Loan and the Related Security;
            no Timeshare Loan was originated in, or is subject to the laws of,
            any jurisdiction under which the sale, transfer, conveyance or
            assignment of such Timeshare Loan would be unlawful, void or
            voidable;

      (pp)  to Depositor's Knowledge, (i) no bankruptcy is currently existing
            with respect to the Obligor, (ii) the Obligor is not insolvent and
            (iii) the Obligor is not an Affiliate of the Depositor;

      (qq)  except if such Timeshare Loan is listed on Schedule II(qq) hereof,
            the Timeshare Loan shall not have a Timeshare Loan Rate less than 6%
            per annum;



      (rr)  except if such Timeshare Loan is listed on Schedule II(rr) hereof,
            the Obligor has made at least two (2) month's aggregate required
            payments with respect to the Timeshare Loan (not including any down
            payment);

      (ss)  if a Resort (other than the La Cabana Beach Resort & Racquet Club in
            Aruba) 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 Timeshare
            Properties relating to a Timeshare Loan which have been sold
            pursuant to this Agreement;

      (tt)  the Timeshare Properties and the related Resorts are free of
            material damage and waste and are in good repair and fully
            operational; there is no proceeding pending or threatened for the
            total or partial condemnation of or affecting any Timeshare Property
            or taking of the Timeshare Property by eminent domain; the Timeshare
            Properties and the Resorts in which the Timeshare Properties are
            located are lawfully used and occupied under applicable law by the
            owner thereof;

      (uu)  the portions of the Resorts in which the Timeshare Properties are
            located which represent the common facilities are free of material
            damage and waste and are in good repair and condition, ordinary wear
            and tear excepted;

      (vv)  no foreclosure or similar proceedings have been instituted and are
            continuing with respect to the Timeshare Loan or the related
            Timeshare Property;

      (ww)  with respect to the Aruba Loans only, Bluegreen shall own, directly
            or indirectly, 100% of the economic and voting interests of the
            Aruba Originator;

      (xx)  the Timeshare Loan does not have an original term to maturity in
            excess of 120 months;

      (yy)  to the Depositor's Knowledge, the capital reserves and maintenance
            fee levels of the Associations related to the Resorts are adequate
            in light of the operating requirements of such Associations;

      (zz)  except as required by law, the Timeshare Loan may not be assumed
            without the consent of the obligee;

      (aaa) for each Club Loan, the Obligor under the Timeshare Loan has not had
            its rights under the Club Trust Agreement suspended;

      (bbb) the payments under the Timeshare Loan are not subject to withholding
            taxes imposed by any foreign governments;

      (ccc) each entry with respect to the Timeshare Loan as set forth on
            Schedule II and Schedule III hereof is true and correct. Each entry
            with respect to a Qualified



            Substitute Timeshare Loan as set forth on Schedule II and Schedule
            III hereof, as revised, is true and correct;

      (ddd) if the Timeshare Loan relates to a Timeshare Property located in
            Aruba, a notice has been mailed or will be mailed by July 31, 2004
            (with respect to Timeshare Loans sold on the Closing Date) or within
            30 days of the Transfer Date, as applicable, to the related Obligor
            indicating that such Timeshare Loan has been transferred to the
            Purchaser and will ultimately be transferred to the Issuer and
            pledged to the Indenture Trustee for the benefit of the Noteholders;
            and

      (eee) no broker is, or will be, entitled to any commission or compensation
            in connection with the transfer of the Timeshare Loans hereunder.

      (fff) if the related Obligor is paying its scheduled payments by
            pre-authorized debit or charge, such Obligor has executed an ACH
            Form substantially in the form attached hereto as Exhibit C.

      (ggg) the Timeshare Loan if a Subsequent Timeshare Loan, satisfies the
            criteria for Subsequent Timeshare Loans specified in Section 4.3 of
            the Indenture.

      (hhh) if the Timeshare Loan is an Aruba Loan, such Timeshare Loan was
            originated prior to January 26, 2004.

EX-10.146

                                                                  EXHIBIT 10.146

               AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT

      This Amendment Number Six to Loan and Security Agreement ("Amendment") is
entered into as of April 2, 2004, by and between BLUEGREEN CORPORATION, f/k/a
Patten Corporation, a Massachusetts corporation ("Borrower"), and WELLS FARGO
FOOTHILL, INC., a California corporation, f/k/a/ Foothill Capital Corporation
("Foothill"), in light of the following:

      FACT ONE: Borrower and Foothill have previously entered into that certain
Amended and Restated Loan and Security Agreement, dated as of September 23,
1997, as Amended by that certain Amendment Number One to Loan and Security
Agreement dated as of December 1, 2000, as further amended by that certain
Amendment Number Two to Loan and Security Agreement dated as of November 9,
2001, that certain Amendment Number Three to Loan and Security Agreement dated
as of August 28, 2002, that certain Amendment Number Four to Loan and Security
Agreement dated as of March 26, 2003, and that certain Amendment Number 5 to
Loan and Security Agreement dated as of September 1, 2003 (as amended, the
"Agreement").

      FACT TWO: Borrower and Foothill desire to amend the Agreement as provided
for and on the conditions herein.

      NOW, THEREFORE, Borrower and Foothill hereby amend and supplement the
Agreement as follows:

      1.    DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.

      2.    AMENDMENTS.

            (a)   The following new definitions are added to Section 1.1 of the
Agreement:

                  ""Sixth Amendment" means that certain Amendment Number Six to
                  Loan and Security Agreement dated as of April 2, 2004,
                  executed by Borrower and Foothill."

            (b)   The definition of Land Inventory Borrowing Base in Section 1.1
of the Agreement is deleted in its entirety and the following substituted in its
place and stead:

                  ""Land Inventory Borrowing Base" means an amount equal to the
                  lesser of (a) Ten Million dollars ($10,000,000.00), (b)
                  fifty-five percent (55%) of the Orderly Liquidation Value,
                  valued as of January 31, 2004, of each project, or (c)
                  Foothill's in-house appraisal (or third-party appraisal, if
                  Foothill, in its sole absolute discretion, desires) of the
                  Real Property."

                                       1


            (c)   The definition of Mulberry Note in Section 1.1 of the
Agreement is deleted in its entirety and the following substituted in its place
and stead:

                  ""Mulberry Note" means that certain "Amended and Restated Land
                  Inventory Advance Note (Secured) ($10,000,000.00) executed by
                  Borrower and Bluegreen Communities dated contemporaneously to
                  the date of the Sixth Amendment and Secured by the Mulberry
                  Deed to Secure Debt."

            (d)   Section 2.7(b) of the Loan Agreement is amended by adding the
following sentence at the conclusion thereof:

                  "Accordingly, with the funding of the Land Inventory Advance
                  evidenced by the Mulberry Note, a one time funding fee of
                  Fifty Thousand Dollars ($50,000.00) shall be owing, which such
                  fee is fully earned and payable and which shall be added to
                  the Obligations."

      3.    REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill
that all of Borrower's representations and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof.

      4.    NO DEFAULTS. Borrower hereby affirms to Foothill that no Event of
Default has occurred and is continuing as of the date hereof.

      5.    CONDITION PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon receipt by Foothill of an executed copy of this
Amendment.

      6.    COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses (including, without limitation, title fees,
search fees, filing and recording fees, documentation fees, appraisal fees,
travel expenses, and other fees, and the reasonable fees and expenses of its
counsel) arising in connection with the preparation, execution, and delivery of
this Amendment and all related documents.

      7.    LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.

                                       2


      8.    COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto. This Agreement may
be executed and the signature pages telecopied between the parties. A
telefacsimile signature is deemed an original for all purposes.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

                                     WELLS FARGO FOOTHILL, INC.,
                                     a California corporation, f/k/a FOOTHILL
                                     CAPITAL CORPORATION

                                     By:  /s/ Victor Barwig
                                          ------------------------------------
                                     Title: Senior Vice President

                                     BLUEGREEN CORPORATION,
                                     a Massachusetts corporation

                                     By:  /s/ John F. Chiste
                                          ------------------------------------
                                     Title: Chief Financial Officer & Treasurer

                                       3

EX-31.1

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

      I, George F. Donovan, Chief Executive Officer, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Bluegreen
      Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and we have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this quarterly report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this quarterly report our
            conclusions about the effectiveness of the disclosure controls and
            procedures, as of the end of the period covered by this quarterly
            report based on such evaluation; and

      c)    Disclosed in this quarterly report any change in the registrant's
            internal control over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

                                           /S/ GEORGE F. DONOVAN
                                           ------------------------------------
                                           George F. Donovan
                                           Chief Executive Officer

Date: August 13, 2004

                                       39

EX-31.2

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

      I, John F. Chiste, Chief Financial Officer, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Bluegreen
      Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and we have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this quarterly report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this quarterly report our
            conclusions about the effectiveness of the disclosure controls and
            procedures, as of the end of the period covered by this quarterly
            report based on such evaluation; and

      c)    Disclosed in this quarterly report any change in the registrant's
            internal control over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

                                           /S/ JOHN F. CHISTE
                                           ------------------------------------
                                           John F. Chiste
                                           Chief Financial Officer

Date: August 13, 2004

                                       40

EX-32.1

                                                                    EXHIBIT 32.1

                Certification Required by 18 U.S.C. Section 1350
     (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

I, George F. Donovan, as Chief Executive Officer of Bluegreen Corporation (the
"Company"), certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge:

      (1)   the accompanying Quarterly Report on Form 10-Q of the Company for
            the quarterly period ended June 30, 2004 (the "Report"), filed with
            the U.S. Securities and Exchange Commission, fully complies with the
            requirements of Section 13(a) or 15(d) of the Securities Exchange
            Act of 1934, as amended; and

      (2)   the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

                                      By:  /S/ GEORGE F. DONOVAN
                                           ------------------------------------
                                           George F. Donovan
                                           President and
                                           Chief Executive Officer

Date: August 13, 2004

The foregoing certification is being furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter
63 of Title 18, United States Code) and is not being filed as part of the Form
10-Q or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been
provided to Bluegreen Corporation and will be retained by Bluegreen Corporation
and furnished to the Securities and Exchange Commission or its staff upon
request.

EX-32.2

                                                                    EXHIBIT 32.2

                Certification Required by 18 U.S.C. Section 1350
     (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

I, John F. Chiste, as Chief Financial Officer of Bluegreen Corporation (the
"Company"), certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge:

      (1)   the accompanying Quarterly Report on Form 10-Q of the Company for
            the quarterly period ended June 30, 2004 (the "Report"), filed with
            the U.S. Securities and Exchange Commission, fully complies with the
            requirements of Section 13(a) or 15(d) of the Securities Exchange
            Act of 1934, as amended; and

      (2)   the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

                                      By:  /S/ JOHN F. CHISTE
                                           ------------------------------------
                                           John F. Chiste
                                           Senior Vice President,
                                           Treasurer and Chief Financial Officer

Date: August 13, 2004

The foregoing certification is being furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter
63 of Title 18, United States Code) and is not being filed as part of the Form
10-Q or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been
provided to Bluegreen Corporation and will be retained by Bluegreen Corporation
and furnished to the Securities and Exchange Commission or its staff upon
request.

                                       42