BLUEGREEN CORP
DEFINITIONS ANNEX
<DOCUMENT>
<TYPE>EX-10.109
<SEQUENCE>7
<FILENAME>g90526exv10w109.txt
<DESCRIPTION>DEFINITIONS ANNEX
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.109

                       BXG RECEIVABLES OWNER TRUST 2004-A

                                DEFINITIONS ANNEX

                         DEFINITIONS AND INTERPRETATIONS

                                 AUGUST 3, 2004

<PAGE>

                                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 -
<PAGE>

      (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 -
<PAGE>

      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 -
<PAGE>

      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 -
<PAGE>

      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 -
<PAGE>

      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:

<TABLE>
<CAPTION>
FICO Score                Credit Concentration Limit
----------                --------------------------
<S>                       <C>
  < 500                               0.0%
  < 550                              10.0%
  < 600                              25.0%
  < 650                              50.0%
  < 700                              80.0%
</TABLE>

         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:

<TABLE>
<CAPTION>
 Fixed Interest Factor            Credit Enhancement Factor
 ---------------------            -------------------------
<S>                               <C>
< 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%
</TABLE>

      ; 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:

<TABLE>
<CAPTION>
 Fixed Interest Factor                Credit Enhancement Factor
 ---------------------                -------------------------
<S>                                   <C>
< 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%
</TABLE>

                                     - 6 -
<PAGE>


      ; 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 -
<PAGE>

      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 -
<PAGE>

      (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 -
<PAGE>

      (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 -
<PAGE>

      (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 -
<PAGE>

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 -
<PAGE>

      (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 -
<PAGE>

      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 -
<PAGE>

      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 -
<PAGE>

      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 -
<PAGE>

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 -
<PAGE>

      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.

<TABLE>
<CAPTION>
Weighted Average Tranche Age
          (Months)                       Percentage
----------------------------             ----------
<S>                                      <C>
             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%
</TABLE>

                                     - 18 -
<PAGE>


      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.

<TABLE>
<CAPTION>
Weighted Average Tranche Age
          (Months)                       Percentage
----------------------------             ----------
<S>                                      <C>
              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%
</TABLE>

      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 -
<PAGE>

      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 -
<PAGE>

      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 -
<PAGE>

      (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 -
<PAGE>

      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 -
<PAGE>

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 -
<PAGE>

      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 -
<PAGE>

      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 -
<PAGE>

      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 -
<PAGE>

      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:

<TABLE>
<CAPTION>
       Resort Classification           Resort Concentration Limit
       ---------------------           --------------------------
<S>                                    <C>
Any Single Eligible Resort                        40.0%
Any Other Eligible Resort (other                  20.0%
than La Cabana Beach & Racquet Club)
</TABLE>

      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 -
<PAGE>

      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 -
<PAGE>

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 -
<PAGE>

      (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 -
<PAGE>

      (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 -
<PAGE>

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 -
<PAGE>

      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 -
<PAGE>

      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 -
<PAGE>

      (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 -
<PAGE>

      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 -

</TEXT>
</DOCUMENT>
