Exhibit 10.116

                                                                  EXECUTION COPY

                             NOTE FUNDING AGREEMENT

                          Dated as of December 1, 2004

                                      among

                        BXG RECEIVABLES NOTE TRUST 2004-C
                                   as Issuer,

                              BLUEGREEN CORPORATION
                             as Seller and Servicer,

                  BLUEGREEN RECEIVABLES FINANCE CORPORATION IX
                                  as Depositor,

                         THE PURCHASERS PARTIES HERETO,
                                       and

                        BRANCH BANKING AND TRUST COMPANY,
                                    as Agent

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

                                   Relating to
                        BXG RECEIVABLES NOTE TRUST 2004-C
                 Timeshare Loan-Backed VFN Notes, Series 2004-C

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

<PAGE>

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                           <C>
SECTION I.      DEFINITIONS....................................................................1

         Section 1.1.   Definitions............................................................1

         Section 1.2.   Other Definitional Provisions..........................................1

SECTION II.     AMOUNT AND TERMS OF COMMITMENTS................................................1

         Section 2.1.   Purchases..............................................................2

         Section 2.2.   Reductions, Increases and Extensions of Commitments....................3

         Section 2.3.   Fees, Expenses, Payments, Etc..........................................4

         Section 2.4.   Indemnification........................................................5

         Section 2.5.   Funding Termination Event..............................................7

         Section 2.6.   Notification of Note Rate..............................................7

SECTION III.    CONDITIONS PRECEDENT...........................................................8

         Section 3.1.   Condition to Initial Funding...........................................8

         Section 3.2.   Condition to Borrowings...............................................10

         Section 3.3.   Transfers Pursuant to Section 2.2(e)..................................11

SECTION IV.     REPRESENTATIONS AND WARRANTIES................................................11

         Section 4.1.   Representations and Warranties of Bluegreen...........................11

         Section 4.2.   Representations and Warranties of the Issuer..........................14

         Section 4.3.   Representations and Warranties of the Depositor.......................16

SECTION V.      COVENANTS.....................................................................18

         Section 5.1.   Covenants.............................................................18

SECTION VI.     INCREASED COSTS, INCREASED CAPITAL, ETC.......................................23

         Section 6.1.   Increased Costs.......................................................23

         Section 6.2.   Increased Capital.....................................................24

         Section 6.3.   Taxes.................................................................24

         Section 6.4.   Nonrecourse Obligations; Limited Recourse.............................26

         Section 6.5.   Breakage..............................................................26

SECTION VII.    THE AGENT.....................................................................26

         Section 7.1.   Appointment...........................................................26

         Section 7.2.   Delegation of Duties..................................................27

         Section 7.3.   Exculpatory Provisions................................................27

         Section 7.4.   Reliance by Agent.....................................................27

         Section 7.5.   Notices...............................................................28

         Section 7.6.   Non-Reliance on Agent and Other Purchasers............................28

         Section 7.7.   Indemnification.......................................................28

         Section 7.8.   Agent in Its Individual Capacities....................................29

         Section 7.9.   Successor Agent.......................................................29

         Section 7.10.  Communications........................................................29

         Section 7.11.  Control by Purchasers.................................................29

SECTION VIII.   SECURITIES LAWS; TRANSFERS....................................................30

         Section 8.1.   Transfers of Notes....................................................30
</TABLE>


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<TABLE>
<S>                                                                                          <C>
         Section 8.2.   Register of Purchasers................................................33

SECTION IX.     MISCELLANEOUS.................................................................34

         Section 9.1.   Amendments and Waivers................................................34

         Section 9.2.   Notices...............................................................34

         Section 9.3.   No Waiver; Cumulative Remedies........................................35

         Section 9.4.   Successors and Assigns................................................36

         Section 9.5.   Counterparts..........................................................36

         Section 9.6.   Severability..........................................................36

         Section 9.7.   Integration...........................................................36

         Section 9.8.   Governing Law.........................................................36

         Section 9.9.   Termination...........................................................36

         Section 9.10.  Limited Recourse; No Proceedings......................................36

         Section 9.11.  Survival of Representations and Warranties............................37

         Section 9.12.  Submission to Jurisdiction; Waivers...................................37

         Section 9.13.  WAIVERS OF JURY TRIAL.................................................38

         Section 9.14.  Limitation of Liability of Owner Trustee..............................38

         Section 9.15.  [RESERVED]............................................................38

         Section 9.16.  Hedging Requirements..................................................39

         Section 9.17.  No Bankruptcy Petition Against the Structured Purchaser...............39

         Section 9.18.  Limited Recourse Against the Structured Purchaser.....................39
</TABLE>

                                LIST OF EXHIBITS

EXHIBIT A       Form of Investment Letter
EXHIBIT B       Form of Joinder Supplement
EXHIBIT C       Form of Transfer Supplement
EXHIBIT D       Form of Borrowing Notice
EXHIBIT E       Conditions Precedent to Initial Funding Date

Schedule A      Subsidiaries and Divisions
Schedule B      Tradenames
Schedule C      Material Transactions


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<PAGE>

            This NOTE FUNDING AGREEMENT (this "Agreement"), dated as of December
1, 2004, by and among BXG RECEIVABLES  NOTE TRUST 2004-C,  a Delaware  statutory
trust  (the  "Issuer"),   BLUEGREEN  CORPORATION,  a  Massachusetts  corporation
("Bluegreen"),   BLUEGREEN   RECEIVABLES  FINANCE  CORPORATION  IX,  a  Delaware
corporation (the  "Depositor"),  the PURCHASERS from time to time parties hereto
(collectively,  the "Purchasers") and BRANCH BANKING AND TRUST COMPANY ("BB&T"),
a North Carolina  corporation,  as agent for the  Purchasers  (together with its
successors in such capacity, the "Agent").

                              W I T N E S S E T H:

            WHEREAS, the Issuer, Bluegreen and U.S. Bank National Association, a
national banking association, as Indenture Trustee (together with its successors
in such capacity, the "Indenture Trustee"),  are parties to a certain Indenture,
dated as of  December  1, 2004 (as the same may from time to time be  amended or
otherwise  modified,  the "Indenture"),  pursuant to which the Issuer has issued
its  Timeshare  Loan-Backed  VFN Notes,  Series  2004-C,  Class A (the  "Class A
Notes"),  Timeshare  Loan-Backed VFN Notes, Series 2004-C, Class B (the "Class B
Notes"),  Timeshare  Loan-Backed VFN Notes, Series 2004-C, Class C (the "Class C
Notes") and Timeshare  Loan-Backed VFN Notes, Series 2004-C, Class D (the "Class
D Notes" and together with the Class A Notes,  the Class B Notes and the Class C
Notes, the "Notes");

            WHEREAS,  the  Issuer  may,  from  time to time,  subject  to and in
accordance  with  the  terms  of  the  Indenture  and  this  Agreement,  request
Borrowings, such Borrowings to be evidenced by the Notes; and

            WHEREAS, the Purchasers desire to appoint BB&T as Agent hereunder on
and in accordance with the terms provided herein.

            NOW  THEREFORE,  in  consideration  of the mutual  covenants  herein
contained,  and other good and valuable consideration,  the receipt and adequacy
of which are hereby expressly acknowledged, the parties hereto agree as follows:

                             SECTION I. DEFINITIONS

            Section  1.1.  Definitions.  Capitalized  terms used but not defined
herein shall have the meanings set forth in the "Standard  Definitions" attached
hereto as Annex A.

            Section 1.2. Other  Definitional  Provisions.  (a) Unless  otherwise
specified  therein,  all terms defined in this Agreement  shall have the defined
meanings  when  used in any  certificate  or other  document  made or  delivered
pursuant hereto.

            (b) The  words  "hereof",  "herein",  and  "hereunder"  and words of
similar  import when used in this  Agreement  shall refer to this Agreement as a
whole  and not to any  particular  provision  of this  Agreement;  and  Section,
subsection  and  Exhibit  references  are to this  Agreement,  unless  otherwise
specified. The words "including" and "include" shall be deemed to be followed by
the words "without limitation".

                  SECTION II. AMOUNT AND TERMS OF COMMITMENTS

<PAGE>

            Section 2.1.  Purchases.  (a) Each Purchaser hereby directs that the
Notes be  registered  in the name of the  Agent,  as  nominee  on  behalf of the
Purchasers from time to time hereunder.

                  (b) On and  subject  to  the  terms  and  conditions  of  this
Agreement from the Closing Date and prior to the Facility Termination Date, each
Committed Purchaser  severally,  agrees to advance its Commitment  Percentage of
each Borrowing requested;  provided that in no event shall a Committed Purchaser
be required on any date to make an advance  exceeding  its  aggregate  Available
Commitment,  (determined  prior to  giving  effect to such  advance);  provided,
further that in no event shall  Borrowings occur more frequently than once every
calendar month unless otherwise approved by the Agent.

                  (c)  Such  advance  shall  be made  available  to the  Issuer,
subject to the  satisfaction of the conditions  specified in Section 3.2 hereof,
at or prior to 2:00 p.m.  New York City time on the  applicable  Funding Date by
deposit of immediately available funds to an account designated by the Issuer to
the  Agent;  provided,  however,  that the  Structured  Purchaser  may  initiate
transfer  of its  advance  at or prior to 3:00  p.m.  New York  City time on the
applicable Funding Date.

                  (d) Each  Borrowing  on the  applicable  Funding Date shall be
made on prior  notice  from the Issuer  received by the Agent  (such  notice,  a
"Borrowing  Notice")  not later than 10:00 a.m. New York City time on the second
Business  Day  preceding  such  Funding  Date.  Each  Borrowing  Notice shall be
irrevocable  and shall specify (i) the aggregate  amount of the  Borrowing,  and
(ii) the applicable Funding Date (which shall be a Business Day) and shall be in
substantially  in the form attached hereto as Exhibit D. Borrowings may occur on
any Business Day, excluding the following (each, a "Blackout  Period"):  (a) the
last 3 Business Days of any month other than November and December, (b) the 15th
(or if the 15th is not a Business Day, the next succeeding  Business Day) of any
month,  (c) the last 5  Business  Days of  November  and (d) the last 15 days of
December.  The Agent shall promptly  forward a copy of all Borrowing  Notices to
each  Purchaser no later than Noon on the same day received.  Upon five Business
Day's prior  written  notice from the Issuer,  the Agent  agrees to enter into a
pre-funding  arrangement  with the  Structured  Purchaser  for the  issuance  of
commercial paper in anticipation of a Blackout Period.

                  (e)  Pursuant to the  Indenture,  the Issuer  shall issue four
Classes of Notes - the Class A Notes,  the Class B Notes,  the Class C Notes and
the Class D Notes. Each Borrowing shall be evidenced by a corresponding increase
in the  Outstanding  Note Balance of each Class of Notes.  A Class of Notes will
have its  Outstanding  Note Balance  increased on each Funding Date by an amount
equal to (1) the product of (A) the amount of such Borrowing and (B) such Class'
Percentage Interest, divided by (2) the Borrowing Base Percentage.

                  (f)  Payments  on the Notes  shall be made as  provided in the
Indenture and the Agent shall allocate to the Purchasers each payment in respect
of the Notes received by the Agent in its capacity as nominee of the Purchasers.

                  (g) The Agent  shall  keep  records  of each  Borrowing,  each
Interest Accrual Period applicable  thereto,  the interest rate(s) applicable to
the Notes and each payment


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<PAGE>

of principal and interest thereon. Such records shall be rebuttably  presumptive
evidence of the subject matter thereof absent manifest error.

                  (h) The aggregate  minimum advance for a Funding Date shall be
$10,000,000;  provided,  however, that if the Available Commitment shall be less
than $10,000,000, the minimum advance shall be $5,000,000.

            Section 2.2.  Reductions,  Increases and Extensions of  Commitments.
(a) At any time the Issuer may, acting at the direction of the Residual Interest
Owner,  upon at least three  Business  Days' prior written  notice to the Agent,
terminate  the  Commitments  or  reduce  the  aggregate  Commitments;  provided,
however, such Commitments may not be reduced to an amount less than $50,000,000;
provided,  further,  that any such  reduction  shall not  entitle  the Issuer to
prepay the balance of the Notes other than through  Available  Funds.  Each such
partial  reduction  shall be in an aggregate  amount of  $5,000,000  or integral
multiples of $1,000,000 in excess thereof (or such other amount requested by the
Issuer to which the Committed Purchasers  consent).  Reductions of the aggregate
Commitments pursuant to this subsection 2.2(a) shall be allocated pro rata among
the  Committed   Purchasers  in  accordance  with  each  Committed   Purchaser's
Commitment  Percentage.  At any  time,  the Agent  may upon the  request  of the
Residual  Interest Owner and the consent of all the Committed  Purchasers (which
consent may be withheld in their sole  discretion),  increase the Commitments of
the Committed Purchasers.

                  (b) On the Facility  Termination  Date, the Commitment of each
Committed Purchaser shall be automatically reduced to zero.

                  (c) On the date hereof, the Structured  Purchaser has executed
a Joinder  Supplement  (as  defined  below)  and on the date  hereof is the sole
Committed Purchaser  hereunder.  Subject to the provisions of subsections 8.1(a)
and 8.1(b), any other Person may from time to time with the consent of the Agent
and the Issuer become a party to this Agreement as a Purchaser by (i) delivering
to the  Issuer  an  Investment  Letter  and  (ii)  entering  into  an  agreement
substantially  in the form  attached  hereto as  Exhibit  B hereto  (a  "Joinder
Supplement"), with the Agent and the Issuer, acknowledged by the Servicer, which
shall  specify (A) the name and  address of such Person for  purposes of Section
9.2 hereof, (B) its Commitment,  if any, and (C) the other information  provided
for in such form of Joinder  Supplement.  Upon its  receipt  of a duly  executed
Joinder  Supplement,  the Agent shall on the effective date determined  pursuant
thereto give notice of such  effectiveness  to the Issuer,  the Servicer and the
Indenture Trustee.

                  (d) So  long  as no  Event  of  Default  has  occurred  and is
continuing  (unless  otherwise agreed by the Agent), no more than 75 and no less
than 45 days prior to the  Commitment  Expiration  Date, the Issuer may request,
through the Agent, that each Purchaser extend the Commitment  Expiration Date to
a date  which is up to 364 days  after the  Commitment  Expiration  Date then in
effect,  which decision will be made by each  Purchaser in its sole  discretion.
Upon receipt of any such request, the Agent shall promptly notify each Purchaser
thereof.  Within 10 Business Days of notice from the Agent, each Purchaser shall
notify the Agent of its  willingness  or  refusal  to so extend  the  Commitment
Expiration Date (the "Extension  Notice  Deadline").  The Agent shall notify the
Issuer of such  willingness  or refusal by the  Purchasers  within five Business
Days of the Extension  Notice Deadline.  If any Purchaser  notifies the Agent of
its refusal to extend or does not expressly  notify the Agent that it is willing


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to extend the  Commitment  Expiration  Date by the applicable  Extension  Notice
Deadline (each a  "Non-Extending  Purchaser"),  the Commitment  Expiration  Date
shall not be so extended.

                  (e) Subject to the extensions and reductions  described above,
on the date hereof,  the aggregate  Commitments and the Maximum Facility Balance
shall each be  $100,000,000.  Notwithstanding  Section 2.2(d) above, the parties
acknowledge that the Structured  Purchaser will transfer  interests in the Notes
pursuant to and subject to the terms of that  certain Note  Purchase  Commitment
Agreement, dated as of December 1, 2004, by and between the Structured Purchaser
and New York Life Insurance  Company  (except if the Structured  Purchaser shall
have transferred its interests in the Notes pursuant to the Liquidity Agreement)
and may transfer interests in the Notes to one or more third parties (other than
pursuant to the  Liquidity  Agreement or to an Eligible  Lender),  in all cases,
pursuant  to one or more  Transfer  Agreements  (the  Principal  Balance of such
transferred  Notes  on the  related  date of  transfer,  the  "Transferred  Note
Amount"),  in which case,  the Maximum  Facility  Balance shall equal the sum of
$100,000,000 plus the Transferred Note Amounts;  provided,  however,  the sum of
all Transferred Note Amounts shall not exceed  $50,000,000;  provided,  further,
the  aggregate  Commitments  after such dates of transfer  shall  continue to be
$100,000,000;  and provided,  further, that this sentence shall not apply to any
transfer by the Structured  Purchaser pursuant to the Liquidity  Agreement or to
an Eligible Lender. As a condition precedent to such transfer, each of the items
specified  in Section  3.3 hereof  shall be true and correct on the date of such
transfer.  The parties  agree that any  transfers  contemplated  by this Section
2.2(e) will be effected in a  commercially  reasonable  manner so as to minimize
Breakage Costs.

            Section 2.3. Fees, Expenses,  Payments, Etc. (a) Bluegreen agrees to
pay to the Agent and the Placement  Agent,  the Fees and other amounts set forth
in the Fee Letters at the times specified therein.

                  (b)  Bluegreen  further  agrees to pay on the  earlier  of the
Initial  Funding Date and December  31,  2004,  to the Agent and the  Structured
Purchaser all reasonable  costs and expenses in connection with the preparation,
execution, delivery, administration (including any requested amendments, waivers
or consents of any of the Transaction  Documents or the Liquidity  Agreement) of
this Agreement,  the Transaction Documents and the Liquidity Agreement,  and the
other documents to be delivered hereunder or in connection  herewith,  including
the  reasonable  fees (for the Agent's  counsel,  estimated to be  approximately
$175,000) and out-of-pocket expenses of counsel for the Agent and the Structured
Purchaser with respect thereto.

                  (c)  Bluegreen  agrees to pay to the Agent and,  following the
occurrence  and during  the  continuance  of an Event of Default  other than one
arising  from the  failure of the  Obligors to make  payments  on the  Timeshare
Loans, each Purchaser,  promptly following  presentation of an invoice therefor,
all reasonable  costs and expenses  (including  reasonable  fees and expenses of
counsel),  if any, in connection  with the enforcement of any of the Transaction
Documents,  and  the  other  documents  delivered  thereunder  or in  connection
therewith.

                  (d)  Bluegreen  further  agrees to pay on  demand  any and all
documentary,  stamp,  transfer and other taxes and governmental  fees payable in
connection  with


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<PAGE>

the  execution,  delivery,  filing  and  recording  of any  of  the  Transaction
Documents or the other  documents and  agreements to be delivered  hereunder and
thereunder or otherwise in connection with the issuance of the Notes, and agrees
to save each Purchaser and the Agent  harmless from and against any  liabilities
with  respect to or  resulting  from any delay in paying or any  omission to pay
such taxes and fees.

                  (e) Periodic fees or other periodic amounts payable  hereunder
shall be calculated, unless otherwise specified in the Fee Letters, on the basis
of a 360-day year and for the actual days elapsed.

                  (f) All payments to be made  hereunder or under the Indenture,
whether on account of  principal,  interest,  fees or  otherwise,  shall be made
without  setoff or  counterclaim  and shall be made prior to 1:00 p.m., New York
City  time,  on the  due  date  thereof  to the  Agent's  account  specified  in
subsection 9.2(b) hereof or directly to the Purchasers' accounts if the Agent so
instructs the Indenture Trustee. Payments received after 1:00 p.m. New York City
time shall be deemed to have been made on the next  Business  Day. In any event,
the Agent shall  forward or  instruct  the  Indenture  Trustee to forward to the
Purchasers  their respective  portion of such payments in immediately  available
funds for receipt no later than 3:00 p.m. on the date received.  Notwithstanding
anything  herein to the contrary,  if any payment due hereunder  becomes due and
payable on a day other than a Business  Day, the payment  date thereof  shall be
extended  to the next  succeeding  Business  Day and in the  case of  principal,
interest shall accrue thereon at the applicable rate during such  extension.  To
the extent that (i) the Indenture Trustee, the Depositor, the Seller, the Issuer
or the Servicer makes a payment to the Agent or a Purchaser or (ii) the Agent or
a Purchaser  receives or is deemed to have  received any payment or proceeds for
application to an obligation,  which payment or proceeds or any part thereof are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
or  required to be repaid to a  Indenture  Trustee,  receiver or any other party
under any bankruptcy or insolvency law, state or Federal law, common law, or for
equitable cause, then, to the extent such payment or proceeds are set aside, the
obligation  or part  thereof  intended  to be  satisfied  shall be  revived  and
continue in full force and effect,  as if such  payment or proceeds had not been
received or deemed received by the Agent or the Purchasers, as the case may be.

            Section  2.4.  Indemnification.  (a)  Bluegreen  (the  "Indemnitor")
agrees to  indemnify  and hold  harmless  the Agent and each  Purchaser  and any
shareholders,  members,  directors,  officers,  employees,  agents or Affiliates
thereof,  of the Agent or Purchasers  (each such Person being  referred to as an
"Indemnitee") from and against any and all claims, damages, losses, liabilities,
costs or expenses  whatsoever  (including  reasonable fees and expenses of legal
counsel) which such  Indemnitee may incur (or which may be claimed  against such
Indemnitee) arising out of, by reason of or in connection with the execution and
delivery  of, or  payment or other  performance  under,  or the  failure to make
payments or perform under, any Transaction Document or the issuance of the Notes
(including in connection with the preparation for defense of any  investigation,
litigation or proceeding  arising out of, related to or in connection  with such
execution, delivery, payment, performance or issuance), except (i) to the extent
that any such claim, damage, loss, liability, cost or expense shall be caused by
the willful  misconduct,  bad faith,  recklessness  or gross  negligence  of, or
breach of any  representation  or warranty in any  Transaction  Document by, any
Indemnitee,  (ii) to the extent that any such claim,  damage,  loss,  liability,
cost or expense is covered or  addressed  by  subsection  2.3(c) or (d)  hereof,
(iii) to the


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<PAGE>

extent that any such claim, damage, loss, liability,  cost or expense relates to
disclosure  made by the Agent or a Purchaser in connection with an Assignment or
Participation  pursuant to Section 8.1 of this Agreement which disclosure is not
based on  information  given to the Agent or such  Purchaser  by or on behalf of
Bluegreen,  or any affiliate thereof or by or on behalf of the Indenture Trustee
or (iv) to the extent that such claim, damage, loss, liability,  cost or expense
shall be caused by any default in payment of any Timeshare  Loan.  The foregoing
indemnity  shall  include any claims,  damages,  losses,  liabilities,  costs or
expenses to which any such  Indemnitee  may become  subject under the Securities
Act, the Securities Exchange Act of 1934, as amended, the Investment Company Act
of 1940, as amended,  or other federal or state law or regulation arising out of
or based upon any untrue  statement  or alleged  untrue  statement of a material
fact in any disclosure  document relating to the Notes or any amendments thereof
or supplements  thereto,  in any case, provided or approved by the Issuer (other
than statements  provided by the Indemnitee  expressly for inclusion therein) or
arising out of, or based upon,  the omission or the alleged  omission to state a
material fact necessary to make the statements  therein or any amendment thereof
or supplement  thereto,  in light of the  circumstances in which they were made,
not misleading (other than with respect to statements provided by the Indemnitee
expressly for inclusion therein).

            (b) Promptly  after the receipt by an  Indemnitee of a notice of the
commencement  of any action against an Indemnitee,  such  Indemnitee will notify
the  Agent and the  Agent  will,  if a claim in  respect  thereof  is to be made
against an Indemnitor  pursuant to subsection 2.4(a),  notify such Indemnitor in
writing of the  commencement  thereof;  but the omission so to notify such party
will  not  relieve  such  party  from  any  liability  which it may have to such
Indemnitee  pursuant  to  the  preceding  paragraph  except  to the  extent  the
Indemnitor is prejudiced by such failure.  If any such action is brought against
an Indemnitee and it notifies an Indemnitor of its commencement, such Indemnitor
will be  entitled  to  participate  in and,  to the extent  that it so elects by
delivering  written notice to the Indemnitee  promptly after receiving notice of
the  commencement of the action from the Indemnitee to assume the defense of any
such action, with a single counsel mutually  satisfactory to such Indemnitor and
each affected Indemnitee.  After receipt of such notice by an Indemnitor from an
Indemnitee,  such Indemnitor will not be liable to such Indemnitee for any legal
or other expenses  except as provided below and except for the reasonable  costs
of  investigation  incurred by the Indemnitee in connection  with the defense of
such action.  Each  Indemnitee  will have the right to employ its own counsel in
any such action,  but the fees,  expenses and other charges of such counsel will
be at the  expense  of the such  Indemnitee  unless (i) the  employment  of such
counsel by such  Indemnitee has been  authorized in writing by such  Indemnitor,
(ii) such Indemnitor shall have failed to assume the defense and employ counsel,
(iii)  the  named  parties  to any such  action  or  proceeding  (including  any
impleaded  parties)  include both such  Indemnitee  and either an  Indemnitor or
another  person  or  entity  that may be  entitled  to  indemnification  from an
Indemnitor  (by virtue of this  Section 2.4 or  otherwise)  and such  Indemnitee
shall have been advised by counsel that there may be one or more legal  defenses
available to such  Indemnitee  which are  different  from or additional to those
available  to an  Indemnitor  or  such  other  party  or  shall  otherwise  have
reasonably determined that the co-representation would present such counsel with
a conflict of interest (in which case the Indemnitor  will not have the right to
direct the defense of such action on behalf of the Indemnitee). In any such case
described in clauses (i) through (iii) of the preceding sentence, the reasonable
fees,  disbursements  and other charges of counsel will be at the expense of the
Indemnitor; it being understood that in no event shall the Indemnitors be liable


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for the fees,  disbursements  and other  charges  of more than one  counsel  (in
addition to any local counsel) for all  Indemnitees  in connection  with any one
action or  separate  but  similar or  related  actions  arising  out of the same
general allegations or circumstances.  An Indemnitor shall not be liable for any
settlement of any such action,  suit or proceeding  effected without its written
consent,  which  shall not be  unreasonably  withheld,  but if settled  with the
written  consent of an Indemnitor or if there shall be a final  judgment for the
plaintiff in any such action,  suit or  proceeding,  such  Indemnitor  agrees to
indemnify  and hold  harmless  any  Indemnitee  to the  extent set forth in this
Agreement  from and against any loss,  claim,  damage,  liability or  reasonable
expense by reason of such settlement or judgment.  No Indemnitor shall,  without
the prior written consent of an Indemnitee  (not to be  unreasonably  withheld),
settle or  compromise  or consent to the entry of any judgment in any pending or
threatened claim, action, suit or proceeding in respect of which indemnification
may be sought hereunder,  if such settlement,  compromise or consent includes an
admission of culpability  or  wrong-doing on the part of such  Indemnitee or the
entry  or  an  order,  injunction  or  other  equitable  or  nonmonetary  relief
(including any administrative or other sanctions or  disqualifications)  against
such Indemnitee or if such settlement, compromise or consent does not include an
unconditional  release of such Indemnitee from all liability arising out of such
claim, action, suit or proceeding.

                  (c) The obligations of Bluegreen under this Agreement shall be
absolute,  unconditional  and  irrevocable  and shall be  performed  strictly in
accordance  with the terms of this  Agreement.  Without  limiting the foregoing,
neither the lack of validity or  enforceability  of, or any modification to, any
Transaction Document nor the existence of any claim, setoff, defense (other than
a defense  of  payment)  or other  right  which  Bluegreen  may have at any time
against the Agent, any Purchaser or any other Person, whether in connection with
any  Transaction  Document or any  unrelated  transactions,  shall  constitute a
defense to such obligations.

            Section 2.5. Funding  Termination Event. If any Funding  Termination
Event shall occur and be continuing,  (A) if such event is a Funding Termination
Event specified in clause (i) or (ii) of paragraph (d) of the definition thereof
or paragraphs (d) and (e) of the definition of Event of Default,  the Commitment
of each Committed  Purchaser shall  automatically be reduced to zero, and (B) if
such  event is any other  Funding  Termination  Event,  with the  consent of the
Required  Purchasers,  the  Agent  may,  or upon  the  request  of the  Required
Purchasers,  the Agent shall, by notice to the Issuer, reduce the Commitments of
each Committed Purchaser to zero, whereupon the Commitments shall immediately be
reduced to zero.

            Section 2.6.  Notification  of Note Rate.  (a) On the third Business
Day immediately preceding each Determination Date, the Agent shall calculate the
Note Rate and the Interest  Distribution  Amount applicable to all Notes for the
applicable  Interest  Accrual Period and shall notify the Indenture  Trustee and
the  Servicer  of such rate and amount by written  notice.  Such rate and amount
shall be calculated  using an estimate of the Note Rate,  if necessary,  for the
remaining days in such Interest Accrual Period. The Agent shall consult with the
Structured Purchaser in the determination of the CP Rate.

                  (b) On or before the third Business Day immediately  preceding
each  Determination  Date,  if the Agent shall have used an estimate of the Note
Rate and Interest  Distribution  Amount with respect to the  preceding  Interest
Accrual  Period,  the Agent  shall


                                      -7-
<PAGE>

compute the actual Note Rate and Interest  Distribution Amount applicable to the
Notes for such Interest Accrual Period, and if the actual Interest  Distribution
Amount so  computed  (i) is greater  than the  estimated  Interest  Distribution
Amount for such preceding  Interest  Accrual Period,  the Interest  Distribution
Amount so calculated for the current  Interest Accrual Period shall be increased
by the amount of such  difference  and (ii) is less than the estimated  Interest
Distribution  Amount for such preceding  Interest  Accrual Period,  the Interest
Distribution  Amount so calculated for the current Interest Accrual Period shall
be decreased by the amount of such difference.

                       SECTION III. CONDITIONS PRECEDENT

            Section 3.1.  Condition to Initial  Funding.  The following shall be
conditions  precedent to the initial  funding by any  Purchaser of a Note on the
Initial Funding Date:

                  (a) This Agreement and the other  Transaction  Documents shall
have become effective in accordance with their respective terms.

                  (b) All of the terms, covenants,  agreements and conditions of
this  Agreement,  the Fee  Letter  and the  other  Transaction  Documents  to be
complied with and performed by Bluegreen,  the Seller, the Servicer, the Issuer,
the Depositor,  the Owner Trustee or the Indenture Trustee,  as the case may be,
by the Closing Date shall have been  complied  with in all material  respects or
otherwise waived by the Agent.

                  (c)  Each of the  representations  and  warranties  of each of
Bluegreen,  the Seller,  the  Servicer,  the Issuer,  the  Depositor,  the Owner
Trustee or the Indenture Trustee, as the case may be, made in this Agreement and
in the other  Transaction  Documents  shall be true and correct in all  material
respects  as of the time of the  Closing  Date as  though  made as of such  time
(except to the extent that they expressly relate to an earlier or later time).

                  (d) No Funding  Termination Event, Event of Default,  Servicer
Event of Default under any Transaction Document or event that with the giving of
notice or lapse of time or both would  constitute such an amortization  event or
other termination event shall have occurred and be continuing.

                  (e)  The  Agent  shall  have  received  (and,  to  the  extent
requested, made available to each Purchaser):

                              (i)  Certified  copies of the  resolutions  of the
Board  of  Directors  of each of  Bluegreen  and the  Depositor  approving  this
Agreement  and the  Transaction  Documents  to which it is a party and any other
documents  contemplated thereby and certified copies of all documents evidencing
other  necessary  corporate  action and  governmental  approvals,  if any,  with
respect to this Agreement and the  Transaction  Documents to which it is a party
and any other documents contemplated thereby;

                              (ii)   An   officer's   certificate   of  each  of
Bluegreen,  the Depositor and the Owner  Trustee,  certifying the names and true
signatures of the officers authorized to sign this Agreement and the Transaction
Documents and any other documents to be delivered by it hereunder or thereunder;


                                      -8-
<PAGE>

                              (iii) A copy of the  bylaws  of each of  Bluegreen
and the Depositor, certified by an officer thereof;

                              (iv) A  certified  copy of the  charter of each of
Bluegreen and the Depositor,  a certificate as to the good standing of Bluegreen
from the Secretary of State of the State of  Massachusetts  and a certificate as
to the good standing of the  Depositor  from the Secretary of State of the State
of Delaware, in each case dated as of a recent date;

                              (v) Proper  financing  statements under the UCC of
all  jurisdictions  that the Agent may deem  necessary  or desirable in order to
perfect the  ownership  and  security  interests  contemplated  by the  Purchase
Agreement, the Sale Agreement, the Indenture and this Agreement;

                              (vi)  Acknowledgment  copies of  proper  financing
statements, if any, necessary to release all security interests and other rights
of any  Person  in the  Trust  Estate  previously  granted  by the  Seller,  the
Depositor or the Issuer;

                              (vii) Completed requests for information, dated on
or before the Closing Date, in all jurisdictions  referred to in subsection (vi)
above that name the Issuer, the Depositor or Bluegreen as debtor,  together with
copies of such other financing statements;

                              (viii)  A   favorable   opinion   of   counsel  to
Bluegreen,  dated the Closing Date, in form and  substance  satisfactory  to the
Agent, such opinion to permit reliance by the Purchasers;

                              (ix) A  favorable  opinion of counsel to  Vacation
Trust,  Inc., dated the Closing Date, in form and substance  satisfactory to the
Agent related to corporate,  regulatory and insolvency matters,  such opinion to
permit reliance by the Purchasers;

                              (x) A favorable  written opinion of counsel to the
Owner  Trustee and  special  Delaware  counsel to the Issuer,  dated the Closing
Date, in form and substance  satisfactory  to the Agent,  such opinion to permit
reliance by the Purchasers;

                              (xi) A favorable written opinion of counsel to the
Issuer, dated the Closing Date, in form and substance satisfactory to the Agent,
such opinion to permit reliance by the Purchasers;

                              (xii) A  favorable  written  opinion  of  internal
counsel for the Indenture Trustee and the Custodian each dated the Closing Date,
as to general  corporate  matters  and such other  matters  with  respect to the
Indenture  Trustee  and  Custodian  as the Agent may  reasonably  request,  such
opinion to permit reliance by the Purchasers,

                              (xiii) A  favorable  written  opinion of  internal
counsel for the Backup  Servicer dated the Closing Date as to general  corporate
matters and such other matters with respect to the Backup  Servicer as the Agent
may reasonably request, such opinion to permit reliance by the Purchasers,


                                      -9-
<PAGE>

                              (xiv)  A  favorable   written   opinion  of  local
counsels for the Seller,  dated as of the Closing Date  regarding  certain state
timeshare and real estate legal matters related to each Initial Approved Opinion
Resort and the related  Timeshare  Loans, in form and substance  satisfactory to
the Agent  regarding  local law matters,  such opinion to permit reliance by the
Purchasers;

                              (xv) A copy of the  documentation  evidencing  the
release of all liens  attaching  to the  Timeshare  Loans  pursuant  to previous
financings;

                              (xvi) Executed  copies of each of the  Transaction
Documents;

                              (xvii)   Such   other   documents,    instruments,
certificates  and opinions as the Agent may reasonably  request  including those
set forth as the closing list  delivered to the Seller in  connection  with this
transaction; and

                              (xviii)  Delivery of such documents,  opinions and
certificates as are specified on Exhibit E hereto.

                  (f) No action, suit,  proceeding or investigation by or before
any  Governmental  Authority  shall have been instituted to restrain or prohibit
the  consummation  by the  Agent or the  Purchasers  of, or to  invalidate,  the
transactions  contemplated by this Agreement or the Transaction Documents in any
material respect.

            Section  3.2.  Condition  to  Borrowings.  The  following  shall  be
conditions precedent to any funding by a Purchaser on each Funding Date:

                  (a) The Issuer shall have timely  delivered a Borrowing Notice
pursuant to subsection 2.1(d) of this Agreement;

                  (b) The  representations  and  warranties  of  Bluegreen,  the
Issuer and the  Depositor  set forth or referred to in Section  4.1, 4.2 and 4.3
hereof  shall be true and correct in all  material  respects on the date of such
Borrowing  as  though  made  on  and  as  of  such  date   (except   where  such
representation  or warranty  specifically  relates to any earlier date, in which
case such  representation  and warranty  shall have been true and correct in all
material  respects  as of such  earlier  date);  no event  which is, or upon the
giving  of  notice,  the lapse of time or both  would be, a Funding  Termination
Event shall have occurred and be continuing on such date;

                  (c) Both immediately  prior to and after giving effect to such
Borrowing and the application of the proceeds  thereof as provided herein and in
the Indenture,  the  Outstanding  Note Balance of the Notes shall not exceed the
Borrowing Base;

                  (d) All conditions  specified in the Indenture with respect to
such Borrowing shall have been satisfied;

                  (e) If the Agent  waives  any of the  conditions  set forth in
Section 3.1 hereof on the Closing Date,  each such condition  shall be satisfied
on or before the first Borrowing;


                                      -10-
<PAGE>

                  (f) Unless  previously  received on a Funding Date,  the Agent
shall have received a favorable written opinion on timeshare and real estate law
matters for the  Timeshare  Loans to be included on such Funding Date related to
the Resort for which Bluegreen is seeking to have Agent approve as an Additional
Approved Opinion Resort, such opinion to permit reliance by the Purchasers;

                  (g)  With  respect  to  Borrowings  funded  by the  Structured
Purchaser,  (i) the Liquidity Agreement with respect to the Structured Purchaser
shall be in full force and  effect,  (ii) the  Structured  Purchaser  shall have
sufficient  unused  liquidity  support  (after giving effect to the Borrowing to
occur on such Funding Date) pursuant to such  Liquidity  Agreement and (iii) the
Structured  Purchaser will have received funds from either the commercial  paper
market or pursuant to the Liquidity Agreement sufficient to make such Borrowing.

            Section 3.3.  Transfers  Pursuant to Section  2.2(e).  The following
shall be condition  precedents to the transfer  contemplated  by Section  2.2(e)
hereof:

                  (a) The  representations  and  warranties  of  Bluegreen,  the
Issuer and the  Depositor  set forth or referred to in Section  4.1, 4.2 and 4.3
hereof shall be true and correct in all material respects on such date as though
made on and as of such  date  (except  where  such  representation  or  warranty
specifically  relates to any earlier date, in which case such representation and
warranty  shall have been true and correct in all  material  respects as of such
earlier  date);  no event  which is, or upon the giving of notice,  the lapse of
time or both would be, a Funding  Termination  Event shall have  occurred and be
continuing on such date;

                  (b) On such date,  the  Outstanding  Note Balance of the Notes
shall not exceed the Borrowing Base;

                  (c) All conditions specified in the Indenture, Section 3.1 and
Section 3.2 hereof with respect to all prior Borrowings were satisfied; and

                  (d) There shall be no defaults by the Issuer, the Depositor or
Bluegreen under this Agreement or any of the Transaction Documents.

                   SECTION IV. REPRESENTATIONS AND WARRANTIES

            Section 4.1. Representations and Warranties of Bluegreen.  Bluegreen
hereby  represents and warrants to the Agent and the  Purchasers  that as of the
date hereof and the Closing Date and each Funding Date:

                  (a) It is a corporation  validly existing and in good standing
under the laws of the State of  Massachusetts,  with  full  power and  authority
under  such  laws  to own  its  properties  and  conduct  its  business  as such
properties are currently  owned and such business is currently  conducted and to
execute,  deliver and  perform  its  obligations  under this  Agreement  and the
Transaction Documents to which it is a party.

                  (b) It has the power,  authority  and right to make,  execute,
deliver and perform this Agreement and the Transaction  Documents to which it is
a party and all the transactions  contemplated  hereby and thereby and has taken
all necessary  action to authorize the


                                      -11-
<PAGE>

execution,  delivery  and  performance  of this  Agreement  and the  Transaction
Documents  to which it is a party.  When  executed and  delivered,  each of this
Agreement and the  Transaction  Documents to which it is a party will constitute
its legal, valid and binding  obligations,  enforceable in accordance with their
respective terms, subject, as to such enforceability,  to applicable bankruptcy,
reorganization,  insolvency,  moratorium and other laws relating to or affecting
creditors' rights generally from time to time in effect.  The  enforceability of
its obligations under such agreements may also be limited by general  principles
of  equity,  regardless  of  whether  such  enforceability  is  considered  in a
proceeding in equity or at law, and no  representation  or warranty is made with
respect  to the  enforceability  of its  obligations  under any  indemnification
provisions in such  agreements to the extent that  indemnification  is sought in
connection with securities laws violations.

                  (c) No  consent,  license,  approval or  authorization  of, or
registration  with,  any  Governmental  Authority  is required to be obtained in
connection with the execution, delivery or performance of each of this Agreement
and the  Transaction  Documents  to which it is a party  that has not been  duly
obtained and that is not and will not be in full force and effect on the Closing
Date,  except such that may be required by applicable  securities  laws or UCC-1
Financing Statements as have been prepared for filing.

                  (d) The  execution,  delivery and  performance of each of this
Agreement  and the  Transaction  Documents to which it is a party do not violate
any provision of any existing law or  regulation  applicable to it, any order or
decree of any court to which it is  subject,  its  charter  or  By-laws,  or any
mortgage,  indenture,  contract or other  agreement to which it is a party or by
which it or any  significant  portion of its  properties  is bound  (other  than
violations of such laws, regulations,  orders, decrees,  mortgages,  indentures,
contracts and other agreements that, individually or in the aggregate, would not
have a material  adverse effect on its ability to perform its obligations  under
this Agreement or the Transaction Documents to which it is a party).

                  (e) There is no litigation or administrative proceeding before
any  court,  tribunal  or  governmental  body  pending  or,  to  its  knowledge,
threatened against it, with respect to this Agreement, the Transaction Documents
to which it is a party, the transactions  contemplated  hereby or thereby or the
issuance of the Notes, and there is no such litigation or proceeding  against it
or any significant  portion of its properties that would have a material adverse
effect on the  transactions  contemplated  by, or its  ability  to  perform  its
obligations under, this Agreement or the Transaction  Documents to which it is a
party.

                  (f) It has delivered to the Agent  complete and correct copies
of its audited financial  statements for the fiscal year ended on or about March
31,  2002,  the nine month  period  ended  December  31, 2002 and the year ended
December 31, 2003 and unaudited financial  statements for the period ended on or
about June 30, 2004.

                  (g) No report, statement, exhibit or other written information
required  to be  furnished  by  Bluegreen  or any of its  Affiliates,  agents or
representatives  to the Agent or any Purchaser pursuant to this Agreement or the
Transaction  Documents is or shall be  inaccurate  in any material  respect,  or
contains or shall contain any material  misstatement  of fact, or omits or shall
omit to state a  material  fact or any  fact  necessary  to make the  statements
contained therein


                                      -12-
<PAGE>

not misleading,  in each case, as of the date it is or shall be dated or (except
as  otherwise  disclosed to the Agent or any  Purchaser,  as the case may be, at
such time) as of the date so furnished.

                  (h) Each of the  Transaction  Documents to which it is a party
is in full force and effect and no  amortization,  termination or other event or
circumstance  has occurred  thereunder  or in  connection  therewith  that could
reasonably be expected to result in the termination of any such agreement or any
other  interruption  of the  ongoing  performance  by the  parties  to each such
agreement of their respective obligations thereunder.

                  (i)  Bluegreen  repeats  and  reaffirms  to the  Agent and the
Purchasers  each of the  representations  and  warranties  of  Bluegreen  in the
Transaction  Documents to which it is a party and each other document  delivered
in connection  therewith or herewith,  and represents that such  representations
and warranties are true and correct in all material  respects (except where such
representation  or warranty  specifically  relates to any earlier date, in which
case such  representation  and  warranty  is  repeated  and  affirmed as of such
earlier date).

                  (j) Based upon the Investment  Letters of the Purchasers,  the
representation  letter from GSS Holdings,  Inc. and compliance with the terms of
this Agreement and the Transaction Documents,  the sale of the Notes pursuant to
the terms of this Agreement and the Indenture will not require the  registration
of such Notes under the Securities Act.

                  (k) All tax returns (federal,  state and local) required to be
filed with respect to Bluegreen have been filed (which filings may be made by an
Affiliate of Bluegreen on a  consolidated  basis  covering  Bluegreen  and other
Persons)  and  there  has  been  paid or  adequate  provision  made in its  GAAP
financial  statements  for the  payment  of all  taxes,  assessments  and  other
governmental  charges  in  respect of  Bluegreen  (or in the event  consolidated
returns have been filed, with respect to the Persons subject to such returns).

                  (l) Based upon the Investment Letters of the Purchasers in the
form attached as Exhibit A hereto, the representation  letter from GSS Holdings,
Inc.  and  compliance  with the  terms  of this  Agreement  and the  Transaction
Documents,  the  Indenture  is not  required  to be  qualified  under  the Trust
Indenture Act of 1939,  as amended and none of  Bluegreen,  the Depositor or the
Issuer is required to be registered under the Investment Company Act of 1940, as
amended.

                  (m)  There  has not been any  material  adverse  change in the
business,  operations,  financial  condition,  properties or assets of Bluegreen
since the year ended December 31, 2003.

                  (n) The chief executive  office of Bluegreen is at the address
indicated in Section 9.1 hereof.

                  (o) Since June 30,  2004  (except as  approved by the Agent in
writing),  there  have been no  material  changes  in the  Credit  Policy or the
Collection  Policy.  The Credit  Policy and the  Collection  Policy  attached as
Exhibits J and K to the Indenture,  respectively, are representative of policies
of  Bluegreen  and are  consistent  with the  Servicing  Standard  and


                                      -13-
<PAGE>

industry  standard (it being  understood  that  Bluegreen does not review credit
bureau  reports  or  scores  reported  by Fair  Isaacs &  Company  prior to loan
origination).

                  (p)  As of  the  date  hereof:  (i)  Bluegreen  has  only  the
subsidiaries  and  divisions  listed on Schedule A to this  Agreement;  and (ii)
Bluegreen  has,  within  the last  five  (5)  years,  operated  only  under  the
tradenames identified in Schedule B to this Agreement, and, within the last five
(5) years,  has not changed its name,  merged with or into or consolidated  with
any other  corporation  or been the  subject of any  proceeding  under Title 11,
United States Code (Bankruptcy), except as disclosed in such Schedule C.

                  (q) Bluegreen and each  Affiliate  thereof is in compliance in
all  material  respects  with ERISA and no lien in favor of the Pension  Benefit
Guaranty Corporation on any of the Timeshare Loans shall exist.

                  (r) The name and address of the Lockbox  Bank,  together  with
the account  numbers of the Lockbox  Accounts at the Lockbox Bank, are specified
in the Lockbox  Agreement  (or at such other Lockbox Bank and/or with such other
Lockbox  Accounts as have been notified to the Agent).  All applicable  Obligors
will be instructed to make payment to the Lockbox Account in accordance with the
Indenture.

                  (s) For clarity,  it is understood  that the Timeshare  Loans,
related  Timeshare  Loan  Documents and other related assets will be conveyed by
the Seller to the Depositor  and by the Depositor to the Issuer  pursuant to the
Purchase   Agreement  and  Sale  Agreement,   respectively,   without  recourse,
representation  on  warranty  except  as  expressly  provided  therein.  Without
limiting  the  foregoing,  none of the  Seller,  the  Depositor  or any of their
respective  subsidiaries  shall be  responsible  for  payments on the  Timeshare
Loans,  and any other credit risks  associated  therewith  shall be borne by the
Issuer and the holders of any obligations of the Issuer.

                  (t) Bluegreen and each of its Affiliates has and intends to in
the future to properly disclose and account for the transactions contemplated by
the Transaction  Documents,  as a sale of Timeshare Loans by Bluegreen under and
in accordance with GAAP and the Statement of Financial  Accounting Standards No.
140 (or any successor  statement of the Financial  Accounting  Standards  Board,
"SFAS 140").  Bluegreen  intends to have the  transactions  contemplated  by the
Transaction  Documents  reviewed by a third party advisor and  eventually by its
auditors to confirm the  foregoing.  Bluegreen's  legal  counsel has delivered a
bankruptcy  opinion providing the evidence of legal isolation  required for SFAS
140. The transaction  contemplated by the Transaction  Documents is a structured
financing for tax purposes.

            Section  4.2.  Representations  and  Warranties  of the Issuer.  The
Issuer hereby represents and warrants to the Agent and the Purchasers that as of
the date hereof and the Closing Date and each Funding Date:

                  (a) It is a  statutory  trust  validly  existing  and in  good
standing under the laws of the State of Delaware,  with full power and authority
under  such  laws  to own  its  properties  and  conduct  its  business  as such
properties are currently  owned and such business is


                                      -14-
<PAGE>

currently  conducted and to execute,  deliver and perform its obligations  under
this Agreement and the Transaction Documents to which it is a party.

                  (b) It has the power,  authority  and right to make,  execute,
deliver and perform this Agreement and the Transaction  Documents to which it is
a party and all the transactions  contemplated  hereby and thereby and has taken
all necessary  action to authorize the  execution,  delivery and  performance of
this  Agreement  and the  Transaction  Documents  to which  it is a party.  When
executed and delivered,  each of this Agreement and the Transaction Documents to
which it is a party will  constitute its legal,  valid and binding  obligations,
enforceable  in accordance  with their  respective  terms,  subject,  as to such
enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium
and other laws relating to or affecting creditors' rights generally from time to
time in effect.  The enforceability of its obligations under such agreements may
also be limited by general  principles  of equity,  regardless  of whether  such
enforceability  is  considered  in a  proceeding  in  equity  or at law,  and no
representation  or warranty is made with  respect to the  enforceability  of its
obligations  under any  indemnification  provisions  in such  agreements  to the
extent  that  indemnification  is  sought in  connection  with  securities  laws
violations.

                  (c) No  consent,  license,  approval or  authorization  of, or
registration  with,  any  Governmental  Authority  is required to be obtained in
connection with the execution, delivery or performance of each of this Agreement
and the  Transaction  Documents  to which it is a party  that has not been  duly
obtained and that is not and will not be in full force and effect on the Closing
Date,  except such that may be required by applicable  securities  laws or UCC-1
Financing Statements as have been prepared for filing.

                  (d) The  execution,  delivery and  performance of each of this
Agreement  and the  Transaction  Documents to which it is a party do not violate
any provision of any existing law or  regulation  applicable to it, any order or
decree  of any  court  to which  it is  subject,  the  Trust  Agreement,  or any
mortgage,  indenture,  contract or other  agreement to which it is a party or by
which it or any significant portion of its properties is bound.

                  (e) There is no litigation or administrative proceeding before
any  court,  tribunal  or  governmental  body  pending  or,  to  its  knowledge,
threatened against it, with respect to this Agreement the Transaction  Documents
to which it is a party, the transactions  contemplated  hereby or thereby or the
issuance of the Notes.

                  (f) No report, statement, exhibit or other written information
required  to  be  furnished  by  it  or  any  of  its   Affiliates,   agents  or
representatives  to the Agent or any Purchaser pursuant to this Agreement or the
Transaction  Documents is or shall be  inaccurate  in any material  respect,  or
contains or shall contain any material  misstatement  of fact, or omits or shall
omit to state a  material  fact or any  fact  necessary  to make the  statements
contained therein not misleading, in each case, as of the date it is or shall be
dated or (except as otherwise  disclosed to the Agent or any  Purchaser,  as the
case may be, at such time) as of the date so furnished.

                  (g) The Notes have been duly and validly authorized, and, when
executed and  authenticated  in  accordance  with the terms of the Indenture and
delivered to and


                                      -15-
<PAGE>

paid for in accordance with this Agreement,  will be duly and validly issued and
outstanding,  and  will be  entitled  to the  benefits  of the  Indenture,  this
Agreement and the other Transaction Documents.

                  (h) Each of the  Transaction  Documents to which it is a party
is in full force and effect and no  amortization,  termination or other event or
circumstance  has occurred  thereunder  or in  connection  therewith  that could
reasonably be expected to result in the termination of any such agreement or any
other  interruption  of the  ongoing  performance  by the  parties  to each such
agreement of their respective obligations thereunder.

                  (i) The  Issuer  repeats  and  reaffirms  to the Agent and the
Purchasers  each of the  representations  and  warranties  of the  Issuer in the
Transaction  Documents to which it is a party and each other document  delivered
in connection  therewith or herewith,  and represents that such  representations
and warranties are true and correct in all material  respects (except where such
representation  or warranty  specifically  relates to any earlier date, in which
case such  representation  and  warranty  is  repeated  and  affirmed as of such
earlier date).

                  (j)  Any  taxes,   fees  and  other  charges  of  Governmental
Authorities  applicable  to  it,  except  for  franchise  or  income  taxes,  in
connection with the execution,  delivery and performance by it of this Agreement
and the Transaction  Documents to which it is a party or otherwise applicable to
it in connection with the transactions  contemplated hereby or thereby have been
paid or will be paid at or prior to the Closing Date to the extent then due.

            Section 4.3.  Representations  and Warranties of the Depositor.  The
Depositor  hereby  represents  and warrants,  that as of the date hereof and the
Closing Date:

                  (a) It is a corporation  validly existing and in good standing
under the laws of the State of  Delaware,  with full power and  authority  under
such laws to own its properties and conduct its business as such  properties are
currently owned and such business is currently conducted and to execute, deliver
and perform its obligations  under this Agreement and the Transaction  Documents
to which it is a party.

                  (b) It has the power,  authority  and right to make,  execute,
deliver and perform this Agreement and the Transaction  Documents to which it is
a party and all the transactions  contemplated  hereby and thereby and has taken
all necessary  action to authorize the  execution,  delivery and  performance of
this  Agreement  and the  Transaction  Documents  to which  it is a party.  When
executed and delivered,  each of this Agreement and the Transaction Documents to
which it is a party will  constitute its legal,  valid and binding  obligations,
enforceable  in accordance  with their  respective  terms,  subject,  as to such
enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium
and other laws relating to or affecting creditors' rights generally from time to
time in effect.  The enforceability of its obligations under such agreements may
also be limited by general  principles  of equity,  regardless  of whether  such
enforceability  is  considered  in a  proceeding  in  equity  or at law,  and no
representation  or warranty is made with  respect to the  enforceability  of its
obligations  under any  indemnification  provisions  in such  agreements  to the
extent  that  indemnification  is  sought in  connection  with  securities  laws
violations.


                                      -16-
<PAGE>

                  (c) No  consent,  license,  approval or  authorization  of, or
registration  with,  any  Governmental  Authority  is required to be obtained in
connection with the execution, delivery or performance of each of this Agreement
and the  Transaction  Documents  to which it is a party  that has not been  duly
obtained and that is not and will not be in full force and effect on the Closing
Date,  except such that may be required by applicable  securities  laws or UCC-1
Financing Statements as have been prepared for filing.

                  (d) The  execution,  delivery and  performance of each of this
Agreement  and the  Transaction  Documents to which it is a party do not violate
any provision of any existing law or  regulation  applicable to it, any order or
decree of any court to which it is  subject,  its  charter  or  By-laws,  or any
mortgage,  indenture,  contract or other  agreement to which it is a party or by
which it or any significant  portion of its properties is bound.

                  (e) There  is    no   litigation or administrative  proceeding
before any court,  tribunal or  governmental  body pending or, to its knowledge,
threatened against it, with respect to this Agreement, the Transaction Documents
to which it is a party, the transactions  contemplated  hereby or thereby or the
issuance of the Notes.

                  (f) No report, statement, exhibit or other written information
required  to  be  furnished  by  it  or  any  of  its   Affiliates,   agents  or
representatives  to the gent or any Purchaser  pursuant to this Agreement or the
Transaction  Documents is or shall be  inaccurate  in any material  respect,  or
contains or shall contain any material  misstatement  of fact, or omits or shall
omit to state a  material  fact or any  fact  necessary  to make the  statements
contained therein not misleading, in each case, as of the date it is or shall be
dated or (except as otherwise  disclosed to the Agent or any  Purchaser,  as the
case may be, at such time) as of the date so furnished.

                  (g) The Notes have been duly and validly authorized, and, when
executed and  authenticated  in  accordance  with the terms of the Indenture and
delivered to and paid for in accordance  with this  Agreement,  will be duly and
validly  issued and  outstanding,  and will be entitled  to the  benefits of the
Indenture, this Agreement and the other Transaction Documents.

                  (h) Each of the  Transaction  Documents to which it is a party
is in full force and effect and no default or other  event or  circumstance  has
occurred thereunder or in connection therewith that could reasonably be expected
to result in the termination of any such agreement or any other  interruption of
the  ongoing  performance  by the  parties  to  each  such  agreement  of  their
respective obligations thereunder.

                  (i) The  Depositor  repeats and reaffirms to the Agent and the
Purchasers  each of the  representations  and warranties of the Depositor in the
Transaction  Documents to which it is a party and each other document  delivered
in connection  therewith or herewith,  and represents that such  representations
and warranties are true and correct in all material  respects (except where such
representation  or warranty  specifically  relates to any earlier date, in which
case such  representation  and  warranty  are  repeated  and affirmed as of such
earlier date).


                                      -17-
<PAGE>

                  (j)  Any  taxes,   fees  and  other  charges  of  Governmental
Authorities  applicable  to  it,  except  for  franchise  or  income  taxes,  in
connection with the execution,  delivery and performance by it of this Agreement
and the Transaction  Documents to which it is a party or otherwise applicable to
it in connection with the transactions  contemplated hereby or thereby have been
paid or will be paid at or prior to the Closing Date to the extent then due.

                  (k) The  chief  executive  office of the  Depositor  is at the
address indicated in Section 9.2 hereof.

                              SECTION V. COVENANTS

            Section 5.1.  Covenants.  Each of  Bluegreen,  the Depositor and the
Issuer,  each solely as to itself,  covenants  and agrees with the Agent and the
Purchasers,  through the Facility Termination Date and thereafter so long as any
amount of the Notes shall remain outstanding or any monetary  obligation arising
hereunder shall remain unpaid,  unless the Required  Purchasers  shall otherwise
consent in writing, that:

                  (a) it shall  perform  in all  material  respects  each of the
respective  agreements  and  indemnities  applicable  to it  and  comply  in all
material respects with each of the respective terms and provisions applicable to
it under the other Transaction  Documents to which it is party, which agreements
and indemnities  are hereby  incorporated by reference into this Agreement as if
set forth herein in full; it shall,  to the extent any other party shall fail to
perform any of its obligations in the Transaction Documents, take all reasonable
action  to  enforce  the  obligations  of  each  of the  other  parties  to such
Transaction Documents which are contained therein;

                  (b) the Issuer and the Servicer  shall  furnish to the Agent a
copy  of  each  opinion,   certificate,   report,  statement,  notice  or  other
communication (other than investment  instructions)  relating to the Notes which
is furnished by or on behalf of it to the other or to the Indenture  Trustee and
furnish to the Agent after  receipt  thereof,  a copy of each notice,  demand or
other  communication  relating to the Notes,  this  Agreement  or the  Indenture
received by the Issuer or the Servicer from the Indenture Trustee, the Depositor
or the Seller;  and (ii) such other  information,  documents  records or reports
respecting the Collateral, the Seller, the Depositor, the Issuer or the Servicer
as the Agent may from time to time reasonably request;

                  (c) the  Issuer  shall  furnish  to the Agent on or before the
date such  reports are due under the  Indenture  copies of each of the  reports,
notices and certificates required by Section 7.2 of the Indenture;

                  (d) the  Issuer  shall  promptly  furnish to the Agent a copy,
addressed to the Agent,  of each opinion of counsel  delivered to the  Indenture
Trustee pursuant to Section 7.3(d) of the Indenture;

                  (e)  Bluegreen  shall not permit a  Servicer  Event of Default
under the Indenture to occur;

                  (f) Bluegreen shall continue to engage in business of the same
general type as now conducted with respect to the Timeshare Loans transferred by
it and preserve,  renew


                                      -18-
<PAGE>

and keep in full force and effect its existence and take all  reasonable  action
to maintain all rights,  privileges and franchises necessary or desirable in the
normal conduct of its business;  and comply with all  Requirements of Law except
where the  failure to be so  qualified  could  reasonably  be expected to have a
material adverse affect on Bluegreen;

                  (g) the Issuer,  the  Depositor,  the Seller and the  Servicer
shall at the  expense  of the  Seller  and at any time from time to time  during
regular business hours, on reasonable notice to the Issuer,  the Depositor,  the
Seller or the Servicer,  as the case may be, permit the Agent,  or its agents or
representatives to:

                              (i)  examine  all  books,  records  and  documents
(including computer tapes and disks) in its possession or under its control; and

                              (ii)  visit  its  offices  and  property  for  the
purpose of examining such materials described in clause (i) above.

                  (h) the Issuer and the  Servicer  shall  furnish to the Agent,
promptly  after  the  occurrence  of any event  which is, or upon the  giving of
notice,  the lapse of time or both would be, an  Funding  Termination  Event,  a
certificate of an appropriate officer of the Issuer or the Servicer, as the case
may be,  setting forth the  circumstances  of such event and any action taken or
proposed to be taken by the Issuer or the Servicer with respect thereto;

                  (i) it shall timely make all  payments,  deposits or transfers
and give  all  instructions  to  transfer  required  by this  Agreement  and the
Indenture;

                  (j) it shall execute and deliver to the Agent or the Indenture
Trustee all such documents and instruments and do all such other acts and things
as may be necessary or reasonably required by the Agent or the Indenture Trustee
to enable the Agent or the  Indenture  Trustee to  exercise  and  enforce  their
respective  rights under the Transaction  Documents and to realize thereon,  and
record and file and rerecord and refile all such documents and  instruments,  at
such time or times,  in such  manner and at such place or places,  all as may be
necessary  or  required  by the  Indenture  Trustee  or the  Agent to  validate,
preserve,  perfect and protect the position of the  Indenture  Trustee under the
Indenture  provided no such action shall be  inconsistent  with the Indenture or
contrary to instructions of the Indenture Trustee;

                  (k) neither the Depositor nor the Issuer will consolidate with
or merge into any other Person or convey or transfer its  properties  and assets
substantially  as an entirety to any Person,  except (i) in accordance  with the
Indenture and (ii) with the prior written consent of the Required Purchasers;

                  (l)  Bluegreen  will not  resign as  Servicer,  unless (A) the
performance of its duties under the Indenture is no longer permissible  pursuant
to Requirements of Law and there is no reasonable  action which it could take to
make the performance of such duties  permissible under such Requirements of Law,
or (B) the Required Purchasers shall have consented thereto;

                  (m) Bluegreen shall furnish to each Purchaser and the Agent:


                                      -19-
<PAGE>

                              (i) (A) for so long as  Bluegreen  is a  reporting
company  under the `34 Act,  each  report  on Form  8-K,  Form 10-K or Form 10-Q
required to be filed with the  Securities  and Exchange  Commission by Bluegreen
and (B) if Bluegreen is no longer a reporting  company under the `34 Act, (1) as
soon as  available  and in any event within 45 days after the end of each fiscal
quarter,  the consolidated balance sheet of Bluegreen and its subsidiaries as of
the end of such  quarter  and  consolidated  statements  of income and  retained
earnings of Bluegreen and its subsidiaries for the period  commencing at the end
of the previous  fiscal year and ending with the end of such quarter,  certified
by the chief financial  officer of Bluegreen and (2) as soon as available and in
any event within 90 days after the end of each fiscal year of Bluegreen,  a copy
of the consolidated  financial  statements of Bluegreen and its subsidiaries for
such year  accompanied  by an audit  report of a nationally  recognized  firm of
independent  certified  public  accountants  (or such other firm of  independent
certified  public  accountants  acceptable  to the Agent)  which report shall be
unqualified  as to going  concern  and scope of audit and shall  state that such
consolidated  financial  statements  present fairly the  consolidated  financial
position of Bluegreen and each of its  subsidiaries  at the dates  indicated and
the results of their operations and their cash flow for the periods indicated is
in  conformity  with GAAP and that the  examination  had been made in accordance
with GAAP;

                              (ii) A copy of each certificate,  opinion, report,
notice or other communication (other than investment  instructions) furnished by
or on behalf of  Bluegreen  or the  Issuer to the  Indenture  Trustee  under the
Transaction  Documents,  concurrently  therewith,  and  promptly  after  receipt
thereof, a copy of each notice, demand or other communication  received by or on
behalf  of  Bluegreen,  the  Depositor  or  the  Issuer  under  the  Transaction
Documents; and

                              (iii) Such other information  (including financial
information),  documents,  records or reports  respecting  the Notes,  the Trust
Estate,  Bluegreen,  the  Depositor  or the Issuer as the Agent may from time to
time reasonably request.

                  (n) Bluegreen  shall not make, or permit any Person within its
control to make, any material  amendment,  modification or change to, or provide
any material  waiver  under,  the Indenture or the other  Transaction  Documents
without  the prior  written  consent of the Agent and in any case in  compliance
with Section 9.1 hereof.

                  (o)  Bluegreen  will comply in all material  respects with the
Credit  Policy  and the  Collection  Policy in regard  to each  Timeshare  Loan.
Bluegreen  shall (i)  notify  the Agent ten days  prior to any  amendment  of or
change in the Credit Policy or the Collection Policy and (ii) obtain the Agent's
written consent prior to any such amendment or change (which consent will not be
unreasonably  withheld or delayed);  provided,  that  Bluegreen may  immediately
implement any changes (and provide  notice to the Agent  subsequent  thereto) as
may be  required  under  applicable  law from time to time  upon the  reasonable
determination of Bluegreen.

                  (p) At the request of the Agent,  the Seller shall cause to be
delivered to the Agent, within thirty (30) days following the end of each fiscal
quarter of the Seller,  the written report of a review  conducted as of the last
day of such fiscal quarter by an independent  auditor acceptable to the Agent of
a random  sampling of Timeshare  Loans that are held by the Custodian,  together
with all related  Timeshare  Loans  Documents held by the  Custodian;


                                      -20-
<PAGE>

provided, however, that the Agent, in its sole discretion, can request that such
written report be conducted other than quarterly and that the Seller shall cause
such written  report to be delivered to the Agent no later than the later of (i)
thirty days after such request by the Agent or (ii) the fifth Business Day after
the completion of the related audit procedures.

                  (q) To the  extent it has not  previously  done so,  Bluegreen
shall instruct all applicable  Obligors to cause all Collections to be deposited
directly to the Lockbox  Account.  Bluegreen  shall hold in trust,  and deposit,
immediately,  but in any event not later than two  Business  Days of its receipt
thereof, to the Lockbox Account all Collections received from time to time by it
from the related Obligors.

                  (r) Bluegreen  shall  deliver all the Timeshare  Loan Files to
the Custodian pursuant to the terms of the Custodial Agreement.

                  (s) Bluegreen shall notify the Agent within five Business Days
of  obtaining  knowledge  thereof,  of any  fraudulent  activity or theft in the
origination or servicing of Timeshare Loans that results or may result in a loss
of at least $250,000.

                  (t) Except as otherwise  provided herein,  neither  Bluegreen,
the  Depositor  nor  the  Issuer  will  sell,  assign  (by  operation  of law or
otherwise)  or  otherwise  dispose  of, or create or suffer to exist any Adverse
Claim upon (or the filing of any  financing  statement)  or with respect to, any
Timeshare  Loan, or upon or with respect to any account which  concentrates in a
Lockbox Bank to which any  Collections of any Timeshare Loan are sent, or assign
any right to receive income in respect thereof.

                  (u) Except as otherwise permitted in the Indenture or with the
prior  written  consent  of the  Agent,  Bluegreen  will  not  extend,  amend or
otherwise modify the terms of any Timeshare Loan, or amend,  modify or waive any
term or condition of any contract related thereto.

                  (v) Neither  Bluegreen  nor the Servicer will add or terminate
any bank as a Lockbox Bank or any account as a Lockbox  Account to or from those
listed in Schedule III to the Sale and Servicing Agreement or make any change in
its  instructions  to  Obligors  regarding  payments  to be made to any  Lockbox
Account,  unless (i) such  instructions  are to deposit such payments to another
existing Lockbox Account or (ii) the Agent shall have received written notice of
such addition, termination or change at least 30 days prior thereto.

                  (w) None of the  Seller,  the  Depositor  or the  Issuer  will
change its name, identity or structure or its chief executive office,  unless at
least  30 days  prior  to the  effective  date of any such  change  such  person
delivers to the  Indenture  Trustee and the Agent UCC  financing  statements  to
continue the  perfection  of the Indenture  Trustee's  interest in the Timeshare
Loans and written authority to file the same.

                  (x) Each of the  Issuer,  Bluegreen  and the  Depositor  shall
properly  disclose  and  account  for  the  transactions   contemplated  by  the
Transaction Documents as a sale by Bluegreen of the Timeshare Loans under and in
accordance with GAAP and the Statement of Financial Accounting Standards No. 140
(or any successor statement of the Financial Accounting Standards Board).


                                      -21-
<PAGE>

                  (y) The Depositor and the Issuer each shall,  unless the Agent
shall otherwise consent in writing:

                              (i)  conduct its  business  solely in its own name
through its duly authorized officers or agents so as not to mislead others as to
the  identity of the entity with which such  persons  are  concerned,  and shall
avoid the appearance  that it is conducting  business on behalf of any Affiliate
thereof or that its assets are  available  to pay the  creditors of Bluegreen or
any Affiliate thereof (other than as expressly provided herein).

                              (ii)  maintain  corporate  records  and  books  of
account  separate from those of Bluegreen and any Affiliate  (other than itself)
thereof.

                              (iii) obtain proper  authorization  for all action
requiring such authorization.

                              (iv)   pay  its   own   operating   expenses   and
liabilities  from its own funds and shall conduct its business from an office or
designated area separate from Bluegreen or any Affiliate thereof.

                              (v)   continuously   maintain   its   resolutions,
agreements and other instruments  underlying the transactions  described in this
Agreement as part of its official records.

                              (vi) maintain an  arm's-length  relationship  with
Bluegreen and its Affiliates (other than itself),  and shall not hold itself out
as being liable for the debts of Bluegreen or any of its Affiliates  (other than
itself).

                              (vii)  keep its assets  and  liabilities  separate
from those of all other entities other than as permitted herein.

                              (viii)  not  maintain   bank   accounts  or  other
depository accounts to which any Affiliate is an account party or from which any
Affiliate has the power to make withdrawals.

                              (ix) not amend, supplement or otherwise modify its
organizational  documents,  except in  accordance  therewith  and with the prior
written consent of the Agent.

                              (x) not create,  incur,  assume or suffer to exist
any  indebtedness  on which it is  obligated,  except  as  contemplated  by this
Agreement and the other Transaction Documents.  It shall not assume,  guarantee,
endorse  or  otherwise  be or become  directly  or  contingently  liable for the
obligations  of any Person by,  among other  things,  agreeing  to purchase  any
obligation  of another  Person  (other than the  Timeshare  Loans),  agreeing to
advance funds to such Person or causing or assisting such Person to maintain any
amount of capital. It shall not be party to any indenture,  agreement, mortgage,
deed of trust or other  instrument  other  than  this  Agreement  and the  other
Transaction Documents.

                              (xi)  not  enter  into,  or  be  a  party  to  any
transaction with any of its Affiliates, except as contemplated by this Agreement
and the other Transaction Documents.


                                      -22-
<PAGE>

                              (xii)  observe  all  procedures  required  by  its
organizational  documents  and  preserve and  maintain  its  existence,  rights,
franchises and privileges in the  jurisdiction  of its formation and qualify and
remain  qualified  in good  standing in each  jurisdiction  where the failure to
preserve  and  maintain  such  existence,  rights,  franchises,  privileges  and
qualifications  would materially adversely affect the interests hereunder of the
Purchasers or the Agent or its ability to perform its obligations hereunder.

                              (xiii)  not  form,  or  cause  to be  formed,  any
subsidiaries; or make or suffer to exist any loans or advances to, or extend any
credit  to,  or  make  any   investments   (by  way  of  transfer  of  property,
contributions  to  capital,  purchase of stock or  securities  or  evidences  of
indebtedness  (other than the Timeshare  Loans),  acquisition of the business or
assets,  or otherwise) in, any Affiliate or any other Person except as otherwise
permitted herein.

                  (z) If requested by the Agent (which is expected to be no more
than once during the one year period following the Closing Date),  Bluegreen and
the Issuer shall provide the Agent with a report,  satisfactory  to the Agent in
its sole discretion,  from an independent  review company selected by the Agent,
confirming  the accuracy of the  information in the  Transaction  Documents with
respect to the  Timeshare  Loans and the ability of the  Servicer to perform its
obligations thereunder.

                  (aa) In the event that the then  current  Noteholders  (at the
direction of the Purchasers) and the holder of the Residual Interest Certificate
were to enter into a separate and distinct  transaction  in which the beneficial
interest  in  the  Notes  and  the  Residual  Interest  Certificate  were  to be
collectively  transferred (a "Separate  Transaction"),  (1) the transfer of such
interests in the Notes and the Residual Interest Certificate shall be negotiated
on an  arms'  length  basis,  (2) such  transfer  will not  cause  Bluegreen  to
consolidate  the Issuer or the transferee or invalidate  Bluegreen's  accounting
for the transfer of Timeshare  Loans pursuant to the Purchase  Agreement and the
Sale  Agreement as a sale under GAAP,  and (3) Bluegreen  shall not increase its
investment of the Residual Interest Certificate in excess of its contribution to
such Separate Transaction. Notwithstanding anything herein to the contrary, none
of Bluegreen, the Depositor,  the Noteholders,  or the Purchasers shall be under
any obligation to enter into or  participate  in any such Separate  Transaction.
If,  however,  such  Separate  Transaction  does occur,  all  references in this
Agreement  and all other  Transaction  Documents  to the  Agent or the  Required
Purchasers  shall  automatically  be deemed to refer to the  transferee  in such
Separate Transaction or such transferee's designee.

              SECTION VI. INCREASED COSTS, INCREASED CAPITAL, ETC.

            Section 6.1.  Increased Costs.  Subject to the provisions of Section
6.4, if, due to the  introduction of or any change  (including any change by way
of imposition or increase of reserve  requirements) in or in the  Interpretation
of any law or regulation or the  imposition of any guideline or request from any
central bank or other Governmental  Authority after the date hereof, there shall
be an  increase  in  the  cost  to an  Affected  Party  of  making,  funding  or
maintaining  any investment in the Notes or any interest  therein or of agreeing
to purchase or invest in the Notes or any interest  therein,  as the case may be
(other than by reason of any  Interpretation of or change in laws or regulations
relating to Taxes or Excluded Taxes),  the Issuer


                                      -23-
<PAGE>

shall, upon written demand by such Affected Party (or, if such Affected Party is
not a Purchaser,  by the  Purchaser  from whom such  Affected  Party derives its
rights) (with a copy to the Agent),  direct the Indenture  Trustee in writing to
pay to the Agent  for the  benefit  of such  Affected  Party  (as a third  party
beneficiary,  in the case of an  Affected  Party  that is not  also a  Purchaser
hereunder)  that portion of such  increased  costs  incurred which such Affected
Party  reasonably  determines is attributable to making,  funding or maintaining
any  investment in the Notes or any interest  therein or agreeing to purchase or
invest in the Notes or any interest therein,  as the case may be. In determining
such  amount,  such  Affected  Party  may  use  any  reasonable   averaging  and
attribution  methods,  consistent  with the  averaging and  attribution  methods
generally  used by such Affected  Party in  determining  amounts of this type. A
certificate as to such increased costs incurred  submitted to the Issuer and the
Agent,  setting forth the  calculation  thereof in reasonable  detail,  shall be
prima facie  evidence as to the amount of such  increased  costs.  Any  Affected
Party that incurs such increased  costs as described in this Section 6.1 (or, if
such Affected  Party is not a Purchaser,  the Purchaser  from whom such Affected
Party  derives  its  rights)  shall  use  its  commercially  reasonable  efforts
(consistent  with its internal policy and legal and regulatory  restrictions) to
take such steps as would eliminate or reduce the amount of such increased costs;
provided that no such steps shall be required to be taken if, in the  reasonable
judgment of such Affected Party, such steps would be materially  disadvantageous
to such Affected Party.

            Section 6.2. Increased Capital. Subject to the provisions of Section
6.4, if the introduction of or any change in or in the Interpretation of any law
or  regulation  or the  imposition  of any guideline or request from any central
bank or other  Governmental  Authority  after the date hereof,  affects or would
affect  the amount of capital  required  or  expected  to be  maintained  by any
Affected Party after the date hereof,  and such Affected Party  determines  that
the amount of such capital is increased as a result of (i) the existence of such
Affected Party's agreement to make or maintain an investment in the Notes or any
interest  therein or (ii) the existence of any agreement by such Affected  Party
to make or maintain an  investment  in the Notes or any  interest  therein or to
fund any such  investment  after the date hereof,  then,  upon written demand by
such  Affected  Party (or, if such  Affected  Party is not a  Purchaser,  by the
Purchaser  from whom such Affected Party derives its rights) (with a copy to the
Agent),  the Issuer shall direct the Indenture  Trustee in writing to pay to the
Agent for the benefit of such Affected Party (as a third party  beneficiary,  in
the  case  of an  Affected  Party  that  is  not  also a  Purchaser  hereunder),
additional  amounts,  as  specified  by  such  Affected  Party,   sufficient  to
compensate  such Affected  Party in light of such  circumstances,  to the extent
that such Affected Party  reasonably  determines  such increase in capital to be
allocated  to the  existence of such  Affected  Party's  agreement  described in
clause (i) above or the  commitments of such Affected Party  described in clause
(ii)  above.  In  determining  such  amounts,  such  Affected  Party may use any
reasonable averaging and attribution methods,  consistent with the averaging and
distribution  methods  generally  used by such  Affected  Party  in  determining
amounts of this type. A certificate  as to such amounts  submitted to the Issuer
and the  Agent by such  Affected  Party  (or,  if such  Affected  Party is not a
Purchaser,  by the Purchaser  from whom such Affected Party derives its rights),
setting forth the calculation thereof in reasonable detail, shall be prima facie
evidence  of the  amounts  so owed.  Any  Affected  Party  that is  entitled  to
compensation for increases in capital as described in this Section 6.2 shall use
its  commercially  reasonable  efforts  (consistent with its internal policy and
legal and  regulatory  restrictions)  to take such steps as would  eliminate  or
reduce the amount of such  compensation;  provided  that no such steps  shall be


                                      -24-
<PAGE>

required to be taken if, in the reasonable judgment of such Affected Party, such
steps would be materially disadvantageous to such Affected Party.

            Section 6.3. Taxes.  (a) Any and all payments and deposits  required
to be made hereunder or under the Indenture to or for the benefit of a Purchaser
shall be made,  to the  extent  allowed  by law,  free and clear of and  without
deduction for any and all present or future taxes, levies, imposts,  deductions,
charges or withholdings,  and all liabilities  with respect  thereto,  excluding
taxes,  levies,  imposts,  deductions,  charges or  withholdings  imposed on, or
measured by  reference  to, the net income of such  Purchaser,  franchise  taxes
imposed on such Purchaser,  and taxes (other than  withholding  taxes),  levies,
imposts,  deductions,  charges or  withholdings  imposed on the receipt or gross
receipts of such Purchaser by any of (i) the United States or any State thereof,
(ii) the state or foreign jurisdiction under the laws of which such Purchaser is
organized,  with which it has a present or former  connection (other than solely
by reason of this  Agreement),  or in which it is  otherwise  doing  business or
(iii) any political  subdivision thereof (all such excluded items being referred
to as "Excluded Taxes" and all such taxes, levies, imposts, deductions, charges,
withholdings  and  liabilities  other than Excluded  Taxes being  referred to as
"Taxes").  If the Indenture Trustee, as directed by the Agent, shall be required
by law to deduct any Taxes from or in respect of any sum  required to be paid or
deposited  hereunder or under any instrument  delivered  hereunder to or for the
benefit of a  Purchaser  (A)  subject to  Section  6.4 below,  such sum shall be
increased  as may be  necessary  so that after  making all  required  deductions
(including  deductions  applicable  to  additional  sums  required to be paid or
deposited  under this Section  6.3) the amount  received by such  Purchaser,  or
otherwise  deposited  hereunder or under such instrument,  shall be equal to the
sum which would have been so received or deposited had no such  deductions  been
made,  (B) the  Indenture  Trustee,  as directed  by the Agent,  shall make such
deductions and (C) the Indenture  Trustee,  as directed by the Agent,  shall pay
the full amount of such deductions to the relevant  taxation  authority or other
authority in accordance with applicable laws.

                  (b) Subject to the limitations set forth in subsection  6.3(d)
and  Section  6.4  below,  the Issuer  shall  direct  the  Indenture  Trustee to
indemnify  each  Purchaser  for the full  amount of Taxes  (including  any Taxes
imposed by any  jurisdiction  on amounts payable under this Section 6.3) paid by
such  Purchaser  due  to  the  modification  of or  any  change  in  or  in  the
interpretation  or  administration  by any governmental or regulatory  agency or
body charged with the  interpretation or administration of any law or regulation
relating to Taxes  after the date  hereof  (including  penalties,  interest  and
expenses)  arising  therefrom or required to be paid with respect thereto.  Each
Purchaser  agrees to promptly  notify the Agent and the Issuer of any payment of
such  Taxes  made by it and,  if  practicable,  any  request,  demand  or notice
received in respect  thereof  prior to such  payment.  Each  Purchaser  shall be
entitled  to payment of this  indemnification  within 30 days from the date such
Purchaser  makes  written  demand  therefor  to the  Agent  and  the  Issuer.  A
certificate as to the amount of such indemnification submitted to the Issuer and
the Agent by such Purchaser setting forth in reasonable detail the basis for and
the calculation thereof, shall be prima facie evidence of the amounts so owed.

                  (c) Within 30 days after the date of any payment of Taxes, the
Issuer will furnish to the Agent the  original or a certified  copy of a receipt
evidencing payment thereof.


                                      -25-
<PAGE>

                  (d)  Each  Purchaser  that is  organized  under  the laws of a
jurisdiction  other than the United States or a state  thereof  hereby agrees to
complete,  execute and deliver to the Indenture  Trustee from time to time prior
to the date on which such  Purchaser  will be entitled to receive  distributions
pursuant to the Indenture or this Agreement,  Internal Revenue Service W-8ECI or
W-8BEN  (or  any  successor  form),  as  applicable,  or  such  other  forms  or
certificates as may be required under the laws of any applicable jurisdiction in
order to permit the Indenture  Trustee to make payments to, and deposit funds to
or for the account of, such Purchaser hereunder and under the Indenture and this
Agreement  without any  deduction or  withholding  for or on account of any tax.
Each  Purchaser  agrees  to  provide,  to the  extent  permitted  by  law,  like
additional  subsequent  duly executed  forms on or before the date that any such
form expires or becomes obsolete,  or upon the occurrence of any event requiring
an  amendment,  resubmission  or  change  in the  most  recent  form  previously
delivered by it and to provide such  extensions or renewals as may be reasonably
requested by the Issuer. Each Purchaser further agrees that compliance with this
subsection  6.3(d)  (including  by  reason  of  Section  8.1 in the  case of any
assignment,  sale or other transfer of any interest in the Notes) is a condition
to the payment of any amount  otherwise due pursuant to  subsections  6.3(a) and
(b) hereof.

                  (e) Each  Purchaser,  as of the date  hereof,  and each  other
Purchaser,  as of the date such Person  becomes a Purchaser  entitled to receive
distributions  pursuant  to  this  Agreement,  the  Purchase  Agreement  or  the
Indenture,  hereby  represents and warrants to the Issuer that it is not subject
to gross-up or indemnity of Taxes under subsection  6.3(a) or (b) from or in any
respect of any sum required to be paid or deposited  under this  Agreement,  the
Indenture or under any  instrument  delivered  pursuant to any of them to or for
the benefit of any Purchaser;  provided, that this clause (e) shall not apply to
any  Liquidity  Institution  deemed to be a Purchaser  pursuant to the Liquidity
Agreement.

                  (f) Any  Purchaser  entitled to the payment of any  additional
amount pursuant to this Section 6.3 shall use its best efforts  (consistent with
its internal policy and legal and regulatory restrictions) to take such steps as
would  eliminate  or reduce the amount of such  payment;  provided  that no such
steps  shall be  required  to be taken if, in the  reasonable  judgment  of such
Purchaser, such steps would be materially disadvantageous to such Purchaser.

            Section   6.4.    Nonrecourse    Obligations;    Limited   Recourse.
Notwithstanding  any  provision  in any other  Section of this  Agreement or the
Transaction  Documents to the contrary,  the obligation of the Issuer to pay any
amounts  payable to the Purchasers or the Agent pursuant to this Agreement shall
be without  recourse  to  Bluegreen,  the  Indenture  Trustee or any  Affiliate,
officer  or  director  of any of them  and  the  obligation  to pay any  amounts
hereunder shall be limited solely to the application of the Trust Estate, to the
extent that such amounts are available for distribution.

            Section  6.5.  Breakage.  Subject to Section 6.4 hereof,  if for any
reason (other than a default by the  Structured  Purchaser in failing to advance
proceeds of commercial  paper  actually  raised for such  Borrowing) a Borrowing
does not take place on the  Funding  Date  specified  in a  Borrowing  Notice (a
"Defaulted  Borrowing  Date"),  the Issuer shall direct the Indenture Trustee in
writing to pay the Agent for the benefit of the Structured Purchaser,  an amount
equal to the sum of (a) all interest (at the applicable CP Rate) that would have
accrued had the Borrowing occurred hereunder on, through and including the later
to occur of (i) the day


                                      -26-
<PAGE>

on which the aggregate principal component of Allocated Commercial Paper of such
Structured  Purchaser  will mature on or after the Defaulted  Borrowing  Date or
(ii) the day on which the latest maturing  Structured  Hedge  Agreement  entered
into by the Structured  Purchaser and relating to the Allocated Commercial Paper
described in clause (i) of this paragraph matures (such later date, the "Funding
Maturity Date"), plus (b) any amounts required to be paid to unwind any relevant
Structured Hedge Agreements;  provided, that such Structured Purchaser shall, on
the applicable  Funding Maturity Date, make a payment to the Issuer in an amount
equal to the income (less the  reasonable  costs and expenses of obtaining  such
income),  if any, actually received by such Structured  Purchaser from investing
the aggregate  component of Allocated  Commercial  Paper for the period from the
Defaulted Borrowing Date until such Funding Maturity Date.

                             SECTION VII. THE AGENT

            Section  7.1.   Appointment.   Each  Purchaser  hereby   irrevocably
designates  and  appoints  the Agent as the agent of such  Purchaser  under this
Agreement,  and each such Purchaser  irrevocably  authorizes  the Agent,  as the
agent for such Purchaser, to take such action on its behalf under the provisions
of the Transaction Documents and to exercise such powers and perform such duties
thereunder  as  are  expressly  delegated  to the  Agent  by  the  terms  of the
Transaction  Documents,  together  with  such  other  powers  as are  reasonably
incidental  thereto.  Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Agent shall not have any duties or responsibilities,  except
those  expressly  set  forth  herein,  or any  fiduciary  relationship  with any
Purchaser,  and  no  implied  covenants,  functions,  responsibilities,  duties,
obligations or liabilities  shall be read into this Agreement or otherwise exist
against the Agent.

            Section 7.2.  Delegation of Duties. The Agent may execute any of its
duties  under  any  of  the  Transaction  Documents  by  or  through  agents  or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining to such duties.  The Agent shall not be responsible  for the
negligence or misconduct of any agents or attorneys-in-fact  selected by it with
due care.

            Section  7.3.  Exculpatory  Provisions.  Neither  the  Agent nor its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a) liable to any of the Purchasers for any action  lawfully taken or omitted to
be  taken by it or such  Person  under or in  connection  with any of the  other
Transaction  Documents  (except for its or such Person's own gross negligence or
willful  misconduct)  or (b)  responsible in any manner to any of the Purchasers
for any recitals, statements,  representations or warranties made by the Seller,
the Depositor,  the Issuer, the Servicer or the Indenture Trustee or any officer
thereof  contained  in  any  of  the  other  Transaction  Documents  or  in  any
certificate, report, statement or other document referred to or provided for in,
or  received  by the  Agent  under  or in  connection  with,  any  of the  other
Transaction Documents or for the value,  validity,  effectiveness,  genuineness,
enforceability  or sufficiency of this Agreement or any of the other Transaction
Documents  or for any  failure of the Seller,  the  Depositor,  the Issuer,  the
Servicer or the Indenture  Trustee to perform its  obligations  thereunder.  The
Agent shall not be under any  obligation  to any  Purchaser  to  ascertain or to
inquire as to the observance or  performance of any of the agreements  contained
in, or conditions of, any of the other Transaction Documents,  or to inspect the
properties,  books or records of the Seller,  the  Depositor,  the  Issuer,  the
Servicer, or the Indenture Trustee.


                                      -27-
<PAGE>

            Section 7.4. Reliance by Agent. The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing,  resolution,  notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype  message,  written  statement,  order or other document or conversation
believed by it to be genuine and correct and to have been  signed,  sent or made
by the proper Person or Persons and upon advice and  statements of legal counsel
(including  counsel to the Agent),  independent  accountants  and other  experts
selected by the Agent. The Agent shall be fully justified in failing or refusing
to take any action under any of the Transaction  Documents unless it shall first
receive  such  advice or  concurrence  of the  Required  Purchasers  as it deems
appropriate  or it  shall  first  be  indemnified  to  its  satisfaction  by the
Purchasers against any and all liability and expense which may be incurred by it
by reason of taking or  continuing  to take any such action.  The Agent shall in
all cases be fully protected in acting, or in refraining from acting,  under any
of the  Transaction  Documents  in  accordance  with a request  of the  Required
Purchasers  and such  request  and any action  taken or failure to act  pursuant
thereto shall be binding upon all present and future Purchasers.

            Section  7.5.  Notices.  The  Agent  shall  not be  deemed  to  have
knowledge  or notice of the  occurrence  of any breach of this  Agreement or the
occurrence  of any event  which is, or upon the giving of  notice,  the lapse of
time or both would be, a Funding Termination Event unless the Agent has received
written notice from the Issuer,  the Depositor,  the Seller,  the Servicer,  the
Indenture Trustee or any Purchaser referring to this Agreement,  describing such
event.  In the event that the Agent  receives such a notice,  the Agent promptly
shall give notice  thereof to the  Purchasers.  The Agent shall take such action
with  respect  to such event as shall be  reasonably  directed  by the  Required
Purchasers;  provided  that unless and until the Agent shall have  received such
directions,  the Agent may (but shall not be obligated to) take such action,  or
refrain  from taking such  action,  with  respect to such event as it shall deem
advisable in the best interests of the Purchasers.

            Section  7.6.  Non-Reliance  on Agent  and  Other  Purchasers.  Each
Purchaser expressly acknowledges that neither the Agent nor any of its officers,
directors,  employees,  agents,  attorneys-in-fact  or  Affiliates  has made any
representations  or  warranties  to it and  that no act by the  Agent  hereafter
taken,  including any review of the affairs of the Seller,  the  Depositor,  the
Issuer,  the Servicer or the Indenture Trustee shall be deemed to constitute any
representation  or  warranty  by the  Agent  to any  Purchaser.  Each  Purchaser
represents to the Agent that it has, independently and without reliance upon the
Agent or any other Purchaser,  and based on such documents and information as it
has deemed  appropriate,  made its own appraisal of and  investigation  into the
business,   operations,    property,   financial   and   other   condition   and
creditworthiness of the Indenture Trustee, the Seller, the Depositor, the Issuer
and the Servicer and made its own decision to purchase its interest in the Notes
hereunder and enter into this Agreement.  Each Purchaser also represents that it
will,  independently and without reliance upon the Agent or any other Purchaser,
and based on such documents and information as it shall deem  appropriate at the
time,  continue to make its own analysis,  appraisals and decisions in taking or
not  taking  action  under any of the  Transaction  Documents,  and to make such
investigation  as it  deems  necessary  to  inform  itself  as to the  business,
operations,  property, financial and other condition and creditworthiness of the
Indenture  Trustee,  the Seller,  the  Depositor,  the Issuer and the  Servicer.
Except,  in the case of the Agent,  for  notices,  reports  and other  documents
received by the Agent under Section 5 hereof,  the Agent shall not have any duty
or  responsibility to provide any Purchaser with any credit or other information
concerning the business, operations,


                                      -28-
<PAGE>

property,  condition (financial or otherwise),  prospects or creditworthiness of
the Indenture  Trustee,  the Seller,  the Depositor,  the Issuer or the Servicer
which  may  come  into  the  possession  of the  Agent  or any of its  officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

            Section  7.7.  Indemnification.   The  Purchasers  (other  than  the
Structured  Purchaser)  agree to  indemnify  the Agent in its  capacity  as such
(without  limiting the  obligation (if any) of the Seller,  the  Depositor,  the
Issuer or the Servicer to  reimburse  the Agent for any such  amounts),  ratably
according to their respective percentage interests in the Notes from and against
any and all  liabilities,  obligations,  losses,  damages,  penalties,  actions,
judgments,  suits, costs, expenses or disbursements of any kind whatsoever which
may at any time  (including at any time following the payment of the obligations
under this Agreement,  including the  Outstanding  Note Balance of the Notes) be
imposed on, incurred by or asserted  against the Agent in any way relating to or
arising out of this Agreement,  or any documents  contemplated by or referred to
herein or the transactions contemplated hereby or any action taken or omitted by
the Agent under or in  connection  with any of the  foregoing;  provided that no
Purchaser  shall be liable for the payment of any  portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  of the Agent  resulting  from the Agent's own gross
negligence  or willful  misconduct.  The  agreements  in this  subsection  shall
survive the  payment of the  obligations  under this  Agreement,  including  the
principal of the Notes.

            Section 7.8. Agent in Its Individual  Capacities.  The Agent and its
Affiliates may make loans to, accept  deposits from and generally  engage in any
kind of business with the Indenture Trustee, the Seller, the Servicer, the Owner
Trustee,  the  Depositor  and the  Issuer as though  the Agent was not the agent
hereunder. Each Purchaser acknowledges that Branch Banking and Trust company may
act as agent  for  Liquidity  Institutions  relating  to this  Agreement  and in
various other capacities  relating to the business of any Liquidity  Institution
and/or the  Structured  Purchaser.  Branch  Banking  and Trust  Company,  in its
capacity  as the Agent  shall  not,  by virtue of its  acting in any such  other
capacities, be deemed to have duties or responsibilities hereunder or be held to
a standard of care in connection with the performance of its duties as the Agent
other than as expressly  provided in this  Agreement.  Branch  Banking and Trust
Company may act as the Agent without regard to and without  additional duties or
liabilities arising from its role as such administrator or agent or arising from
its acting in any such other capacity.

            Section 7.9.  Successor Agent. The Agent may resign as Agent upon 30
days'  notice  to  the  Purchasers,  the  Indenture  Trustee,  the  Issuer,  the
Depositor,  the Seller and the Servicer with such resignation becoming effective
upon a successor agent succeeding to the rights,  powers and duties of the Agent
pursuant to this  subsection  7.9. If the Agent shall resign as Agent under this
Agreement,  then the  Required  Purchasers  (which must  include the  Structured
Purchaser for purposes of this Section 7.9) shall appoint a successor  agent for
the  Purchasers.  The successor  agent shall  succeed to the rights,  powers and
duties of the  Agent,  and the term  "Agent"  shall  mean such  successor  agent
effective upon its appointment, and the former Agent's rights, powers and duties
as Agent  shall be  terminated,  without any other or further act or deed on the
part of such  former  Agent or any of the parties to this  Agreement.  After the
retiring  Agent's  resignation as Agent,  the provisions of this Section 7 shall
inure to its benefit as to any actions  taken or omitted to be taken by it while
it was Agent under this Agreement. Unless


                                      -29-
<PAGE>

waived  by the  Required  Purchasers,  the  Agent  shall be  required  to have a
combined capital and surplus of at least $100,000,000.

            Section 7.10.  Communications.  The Agent shall promptly  forward to
the  Purchasers,  copies  of all  communications  received  by it under  Section
5.1(c),  (d), (h), (m) hereof and Article 5.5 of the Indenture.  Upon reasonable
notice,  the Agent shall also make available or provide copies to the Purchasers
of all other  relevant  communications,  documents  or  information  obtained or
prepared by the Agent in connection with the Transaction Documents.

            Section 7.11. Control by Purchasers.  The Required  Purchasers shall
have the right to direct the time,  method and place of  conducting  any action,
non-action,  the granting or withholding  of consent,  proceeding for any remedy
available to the Agent, the Indenture Trustee or the Noteholder under any of the
Transaction  Documents.  Notwithstanding  the  foregoing,  (i) no such direction
shall be in conflict with any rule of law or with this Agreement; (ii) the Agent
shall not be required to follow any such  direction  which the Agent  reasonably
believes  might  result in any  personal  liability on the part of the Agent for
which the Agent is not adequately indemnified;  and (iii) the Agent may take any
other action deemed proper by the Agent which is not inconsistent  with any such
direction;  provided  that the Agent shall give notice of any such action to the
Purchasers.  The  Agent  may  cast  any vote or give  any  direction  under  the
Indenture on behalf of the  Purchasers  if it has been  directed to do so by the
Required  Purchasers  or each  affected  Purchaser or all  Purchasers  where the
consent of each affected Purchaser or each affected Noteholder or all Purchasers
or all  Noteholders is required by the terms of the Transaction  Dcouments.  The
Agent agrees that it shall not effect any material  action under this Agreement,
the Indenture or any other  Transaction  Documents  without the direction of the
Required Purchasers.

                    SECTION VIII. SECURITIES LAWS; TRANSFERS

            Section  8.1.  Transfers  of  Notes.  (a) Each of the  Agent and the
Purchasers agrees that any interest in the Notes purchased or otherwise acquired
by it  will  be  acquired  for  investment  only  and  not  with a  view  to any
distribution thereof, and that it will not offer to sell or otherwise dispose of
any Note  acquired by it (or any  interest  therein) in  violation of any of the
registration   requirements  of  the  Securities  Act  or  the  registration  or
qualification  requirements of any applicable  state or other  securities  laws.
Each of the  Agent  and the  Purchasers  acknowledges  that it has no  right  to
require the Issuer to register, under the Securities Act or any other securities
law,  the  Notes (or any  interest  therein)  acquired  by it  pursuant  to this
Agreement, any Joinder Supplement or any Transfer Supplement.  Each of the Agent
and the  Purchasers  hereby  confirms  and agrees  that in  connection  with any
transfer or  syndication  by it of an interest in the Notes,  it has not engaged
and will not engage in a general  solicitation or general advertising  including
advertisements,  articles,  notices  or other  communications  published  in any
newspaper,  magazine or similar media or broadcast over radio or television,  or
any  seminar  or  meeting  whose  attendees  have been  invited  by any  general
solicitation or general advertising.

                  (b) Each Purchaser which executes a Joinder  Agreement  agrees
that it will comply with all transfer  restrictions  specified in the  Indenture
and will  execute and  deliver to the Issuer,  the  Seller,  the  Servicer,  the
Depositor,  the Indenture  Trustee and the Agent on or before the effective date
of its Joinder  Agreement a letter in the form attached  hereto as Exhibit


                                      -30-
<PAGE>

A (an "Investment  Letter") with respect to the purchase by such Purchaser of an
interest in the Notes.  Each initial purchaser of a Note or any interest therein
and any Assignee thereof or Participant therein shall certify to the Issuer, the
Seller, the Servicer, the Depositor, the Indenture Trustee and the Agent that it
is either (A)(i) a citizen or resident of the United States,  (ii) a corporation
or  partnership  (or any other entity  treated as a corporation or a partnership
for federal  income tax  purposes)  organized in or under the laws of the United
States  or  any  political  subdivision  thereof  which,  if  such  entity  is a
tax-exempt  entity,  recognizes  that  payments  with  respect  to the Notes may
constitute  unrelated business taxable income or (iii) a person not described in
(i) or (ii) whose  income  from the Notes is and will be  effectively  connected
with the conduct of a trade or  business  within the United  States  (within the
meaning  of the Code) and whose  ownership  of any  interest  in a Note will not
result in any  withholding  obligation with respect to any payments with respect
to the Notes by any Person and who will  furnish to the Agent,  the Seller,  the
Servicer  and the  Indenture  Trustee,  and to the Owner  making the  Transfer a
properly  executed U.S.  Internal  Revenue Service Form W-8ECI or W-8BEN (or any
successor form) (and to agree (to the extent legally able) to provide a new Form
W-8ECI or W-8BEN (or any successor  form) upon the expiration or obsolescence of
any  previously  delivered  form and  comparable  statements in accordance  with
applicable  United States laws), (B) an estate the income of which is includible
in gross income for United States  federal income tax purposes or (C) a trust if
a court within the United States is able to exercise  primary  supervision  over
the  administration of such trust and one or more United States fiduciaries have
the authority to control all substantial decisions of the trust.

                  (c) Any sale,  transfer,  assignment,  participation,  pledge,
hypothecation  or other  disposition  (a  "Transfer")  of a Note or any interest
therein may be made only in accordance  with this Section 8.1. Any Transfer of a
Note, an interest in a Note, or any Commitment Percentage shall be in respect of
at least  $1,000,000 of the outstanding  principal under the Notes. Any Transfer
of an  interest  in a Note  otherwise  permitted  by this  Section  8.1  will be
permitted only if it consists of a pro rata percentage  interest in all payments
made with respect to the Purchaser's  beneficial  interest in such Note. No Note
or any interest therein may be Transferred by Assignment or Participation  (each
as defined  below) to any Person  (each,  a  "Transferee")  unless such transfer
complies with the transfer restrictions  specified in the Indenture and prior to
the transfer the  Transferee  shall have executed and delivered to the Agent and
the Issuer an Investment Letter.

                  (d) Each of the  Issuer,  the  Depositor,  the  Seller and the
Servicer  authorizes  each  Purchaser  to  disclose  to any  Transferee  and any
prospective  Transferee  any and all financial  information  in the  Purchaser's
possession  concerning  the Seller,  the Servicer,  the Depositor and the Issuer
which  has  been  delivered  to the  Agent  or such  Purchaser  pursuant  to the
Transaction  Documents  (including  information  obtained  pursuant to rights of
inspection  granted  hereunder) or which has been delivered to such Purchaser by
or on behalf of the  Seller,  the  Issuer,  the  Depositor  or the  Servicer  in
connection with such Purchaser's  credit  evaluation of the Seller,  the Issuer,
the  Depositor or the Servicer  prior to becoming a party to, or  purchasing  an
interest in this  Agreement or the Notes,  provided  that each such  Transferee,
prospective Transferee agrees in writing to maintain the confidentiality of such
information pursuant to the following paragraph.


                                      -31-
<PAGE>

                  (e) The Agent and each  Purchaser,  severally and with respect
to itself only,  covenants and agrees that any information obtained by the Agent
or such Purchaser  pursuant to, or otherwise in connection  with, this Agreement
or the  other  Transaction  Documents  shall  be held in  confidence  (it  being
understood  that documents  provided to the Agent  hereunder may in all cases be
distributed  by the  Agent to the  Purchasers)  except  that  the  Agent or such
Purchaser may disclose such information (i) to its officers, directors, members,
employees, agents, counsel,  accountants,  auditors, advisors or representatives
who have an obligation to maintain the confidentiality of such information, (ii)
to the extent such  information has become available to the public other than as
a result of a disclosure by or through the Agent or such Purchaser, (iii) to the
extent  such  information  was  available  to the Agent or such  Purchaser  on a
nonconfidential  basis prior to its disclosure to the Agent or such Purchaser in
connection with this transaction,  (iv) with the consent of the Servicer, (v) to
the extent permitted by the preceding paragraph, (vi) to the extent the Agent or
such Purchaser should be (A) required in connection with any legal or regulatory
proceeding  or (B)  requested by any  Governmental  Authority  to disclose  such
information;  provided,  that,  in the case of  clause  (vi),  the Agent or such
Purchaser,  as the case may be, will (unless  otherwise  prohibited by law or in
connection with regular  regulatory  reviews) notify the Issuer of its intention
to make  any  such  disclosure  as early as  practicable  prior to  making  such
disclosure  and  cooperate  with the Servicer in  connection  with any action to
obtain a protective order with respect to such disclosure;  or (vii) in the case
of the  Structured  Purchaser,  to any rating agency rating or proposing to rate
any  commercial  paper  issued  by  the  Structured  Purchaser  or  a  Liquidity
Institution.

                  (f) Each  Purchaser  may, in accordance  with  applicable  law
(which includes applicable securities laws), at any time grant participations in
all or part of its  Commitment  or its  interest  in the  Notes,  including  the
payments  due  to  it  under  this   Agreement  and  the  Indenture   (each,   a
"Participation"), to any Person (each, a "Participant"); provided, however, that
no Participation shall be granted to any Person unless and until the Agent shall
have consented  thereto (which consent shall not be  unreasonably  withheld) and
the conditions to Transfer specified in this Agreement,  including in subsection
8.1(c) hereof, shall have been satisfied and that such Participation consists of
a pro rata  percentage  interest  in all  payments  made  with  respect  to such
Purchaser's  beneficial  interest (if any) in the Notes.  In connection with any
such Participation,  the Agent shall maintain a register of each Participant and
the amount of each Participation.  Each Purchaser hereby acknowledges and agrees
that (i) any such Participation will not alter or affect such Purchaser's direct
obligations  hereunder,  and (ii) none of the Indenture Trustee, the Issuer, the
Depositor,  the Seller nor the Servicer  shall have any  obligation  to have any
communication  or relationship  with any  Participant.  No Participant  shall be
entitled to transfer all or any portion of its Participation,  without the prior
written  consent of the Agent.  Each  Participant  shall be  entitled to receive
indemnification  pursuant to Section 2.4 as if such Participant were a Purchaser
and such Section  applied to its  Participation.  Each Purchaser  shall give the
Agent notice of the consummation of any sale by it of a  Participation,  and the
Agent (upon receipt of notice from the related  Purchaser) shall promptly notify
the Issuer,  the Servicer and the Indenture  Trustee.  No Participant shall have
the right to  approve  any  amendment  or waiver of the terms of this  Agreement
except  with  respect to those  matters set forth in clauses (i) and (ii) of the
proviso to Section 9.1.

                  (g) Each  Purchaser may, with the consent of the Agent and the
Servicer  (which shall not  unreasonably  be withheld)  and in  accordance  with
applicable  law


                                      -32-
<PAGE>

(which  includes   applicable   securities  laws),  sell  or  assign  (each,  an
"Assignment"),  to any  Person  (each,  an  "Assignee")  all or any  part of its
Commitment  or its  interest in the Notes and its rights and  obligations  under
this Agreement and the Indenture  pursuant to an agreement  substantially in the
form attached hereto as Exhibit C hereto (a "Transfer Supplement"),  executed by
such  Assignee and the Purchaser and delivered to the Agent and the Servicer for
their acceptance and consent; provided, however, that no such assignment or sale
shall be effective unless and until the conditions to Transfer specified in this
Agreement, including in subsection 8.1(c) hereof, shall have been satisfied; and
provided  further,  however,  that  neither the consent of the  Servicer nor the
Agent shall be required in the case of an assignment  by any existing  Purchaser
to another existing Purchaser (or, in the case of the Structured  Purchaser,  to
any Eligible Lender),  or in the case of any assignment to any Affiliates of the
Agent.  From and after the effective date  determined  pursuant to such Transfer
Supplement,  (x) the  Assignee  thereunder  shall be a party  hereto and, to the
extent provided in such Transfer Supplement,  have the rights and obligations of
a Purchaser  hereunder  as set forth  therein and (y) the  transferor  Purchaser
shall, to the extent provided in such Transfer Supplement,  be released from its
Commitment and other obligations under this Agreement;  provided,  however, that
after giving effect to each such  Assignment,  the  obligations  released by any
such  Purchaser  shall  have been  assumed by an  Assignee  or  Assignees.  Such
Transfer  Supplement shall be deemed to amend this Agreement to the extent,  and
only to the extent,  necessary to reflect the addition of such  Assignee and the
resulting  adjustment of Percentage  Interests,  Commitment  Percentages arising
from the Assignment. Upon its receipt and acceptance of a duly executed Transfer
Supplement,  the Agent shall on the effective date determined  pursuant  thereto
give notice of such  acceptance  to the Issuer,  the Servicer and the  Indenture
Trustee and the Servicer  will provide  notice  thereof to the Rating Agency (if
required).

            Upon instruction to register a transfer of a Purchaser's  beneficial
interest in the Notes (or portion  thereof) and  surrender for  registration  of
transfer such Purchaser's Note(s) (if applicable) and delivery to the Issuer and
the Indenture Trustee of an Investment Letter,  executed by the registered owner
(and the beneficial  owner if it is a Person other than the  registered  owner),
and  receipt by the  Indenture  Trustee of a copy of the duly  executed  related
Transfer  Supplement  and such other  documents  as may be  required  under this
Agreement,  such beneficial  interest in the Notes (or portion thereof) shall be
transferred  in the  records of the  Indenture  Trustee  and the Agent  and,  if
requested by the  Assignee,  new Notes shall be issued to the  Assignee  and, if
applicable,  the  transferor  Purchaser in amounts  reflecting  such Transfer as
provided in the Indenture. Such Transfers of Notes (and interests therein) shall
be  subject  to  this  Section  8.1 in  lieu  of any  regulations  which  may be
prescribed  under  Section 6.3 of the  Indenture.  Successive  registrations  of
Transfers as aforesaid  may be made from time to time as desired,  and each such
registration of a transfer to a new registered  owner shall be noted on the Note
Register.

                  (h) Each Purchaser may pledge its interest in the Notes to any
Federal Reserve Bank as collateral in accordance with applicable law.

                  (i)  Any  Purchaser  shall  have  the  option  to  change  its
Investing Office.


                                      -33-
<PAGE>

                  (j)  Each   Affected   Party  shall  be  entitled  to  receive
indemnification pursuant to Section 2.4 hereof as though it were a Purchaser and
such Section  applied to its interest in or commitment to acquire an interest in
the Notes.

                  (k)  Notwithstanding  anything  herein  to the  contrary,  the
Structured  Purchaser  shall be permitted to assign or transfer all of its Notes
or interests  therein and its rights and  obligations  under this Agreement to a
Liquidity  Institution  (including  a  Requested  Investment  (as defined in the
Liquidity  Agreement)) in accordance  with the Liquidity  Agreement  without the
consent  of  any  Person  and  the   requirements   (including  the  documentary
requirements)  of paragraph (b), (c), the proviso to paragraph (d) and paragraph
(g)  shall not  apply to any such  transfer.  Any  Liquidity  Institution  shall
automatically  become a Purchaser  hereunder to the extent of such  interest and
the Issuer and the Agent  shall take all steps to reflect  and  register  in the
Purchaser Register such transfer to such Liquidity Institution.

            Section  8.2.  Register of  Purchasers.  The Agent shall  maintain a
register (the "Purchaser Register") for the registration,  transfer and exchange
of interests in the Notes.  The names and  addresses of all  Purchasers  and the
names and  addresses  of the  transferees  of any  interests  in Notes  shall be
registered in the Purchaser Register.

                           SECTION IX. MISCELLANEOUS

            Section 9.1.  Amendments  and  Waivers.  This  Agreement  may not be
amended,  supplemented or modified nor may any provision hereof be waived except
in accordance  with the provisions of this Section 9.1. With the written consent
of the Required Purchasers,  the Agent, the Seller, the Servicer,  the Depositor
and  the  Issuer  may,  from  time  to  time,  enter  into  written  amendments,
supplements,  waivers  or  modifications  hereto  for the  purpose of adding any
provisions  to this  Agreement or changing in any manner the rights of any party
hereto or waiving,  on such terms and  conditions  as may be  specified  in such
instrument, any of the requirements of this Agreement;  provided,  however, that
no such  amendment,  supplement,  waiver or  modification  shall (i)  reduce the
amount of or extend  the  maturity  of any Note or reduce the rate or extend the
time of payment of interest thereon,  or reduce or alter the timing of any other
amount payable to any Purchaser  hereunder or under the Indenture,  in each case
without the consent of the Purchasers  affected thereby,  (ii) amend,  modify or
waive any provision of this Section 9.1, or reduce the  percentage  specified in
the  definition  of the  Required  Purchasers,  in each case without the written
consent of all Purchasers, (iii) amend, modify or waive any provision of Section
7 of this Agreement  without the written consent of the Agent, (iv) increase the
obligations  or  decrease  the rights of the  Structured  Purchaser  without its
consent, (v) modify the provisions  concerning the assignment or transfer of the
Notes or any  interest or  participation  in the Notes  without  the  Structured
Purchaser's  consent,  or (vi)  modify the  provisions  of Section  9.17 or 9.18
concerning Limited Recourse and No Petition in favor of the Structured Purchaser
without its  consent.  Any waiver of any  provision of this  Agreement  shall be
limited to the provisions  specifically set forth therein for the period of time
set  forth  therein  and  shall  not be  construed  to be a waiver  of any other
provision of this Agreement.

            Section 9.2.  Notices.  (a) All notices,  requests and demands to or
upon  the  respective  parties  hereto  to be  effective  shall  be  in  writing
(including by telecopy),  and, unless otherwise expressly provided herein, shall
be deemed to have been duly  given or made when


                                      -34-
<PAGE>

delivered by hand,  or, in the case of mail or telecopy  notice,  when received,
addressed  as  follows  or,  with  respect to a  Purchaser,  as set forth in its
respective Joinder Supplement or Transfer  Supplement,  or to such other address
as may be hereafter notified by the respective parties hereto:

      The Issuer:                  BXG RECEIVABLES NOTE TRUST 2004-C
                                   c/o Wilmington Trust Company
                                   Rodney Square North
                                   1100 N. Market Street
                                   Wilmington, DE 19890-0001

                                   Attention: Corporate Trust Administration/
                                   BXG RECEIVABLES NOTE TRUST 2004-C
                                   Telecopier No.: (302) 651-8882

      Bluegreen:                   BLUEGREEN CORPORATION
                                   4960 Conference Way North, Suite 100
                                   Boca Raton, Florida 33431
                                   Attention: John F. Chiste
                                   Telecopy: (561) 912-8123

      The Depositor:               BLUEGREEN RECEIVABLES FINANCE CORPORATION IX
                                   4950 Communication Avenue, Suite 900
                                   Boca Raton, Florida 33431
                                   Attention: John F. Chiste
                                   Telecopy: (561) 912-8123

      The Indenture Trustee:       U.S. BANK NATIONAL ASSOCIATION
                                   180 East Fifth Street
                                   St. Paul, MN  55101
                                   Phone: (651) 244-0011
                                   Fax: (651) 244-0089
                                   tamara.schultz-fugh@usbank.com
                                   Attention: BXG RECEIVABLES NOTE TRUST 2004-C

      The Agent:                   Branch Banking and Trust Company
                                   805 Third Avenue, 30th Floor
                                   New York, New York 10022
                                   Attention: Paul Richardson
                                   Fax No.: (212) 759-9133

                                   and

                                   Branch Banking and Trust Company
                                   200 West Second Street, 16th Floor


                                      -35-
<PAGE>

                                   Winston-Salem, North Carolina 27101
                                   Attention: Alan Staggers
                                   Fax No.: (336) 733-2740

                  (b) Unless otherwise directed by the Agent, all payments to it
shall be made by federal wire (ABA #053101121),  to account number  499-0023056,
account name: [NAME],  reference:  Bluegreen, with fax notice (including federal
wire  number)  to Beth Cook of Branch  Banking  and Trust  Company;  Fax:  (336)
733-2740 and Phone: (336) 733-2726.

            Section 9.3. No Waiver;  Cumulative Remedies. No failure to exercise
and no  delay in  exercising,  on the part of the  Agent or any  Purchaser,  any
right, remedy,  power or privilege under any of the Transaction  Documents shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right,  remedy,  power  or  privilege  under  any of the  Transaction  Documents
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, remedy, power or privilege. The rights,  remedies,  powers and privileges
provided in the  Transaction  Documents are  cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

            Section 9.4. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Seller,  the Servicer,  the Depositor,  the
Issuer, the Agent, the Purchasers, any Assignee, any Participant, any Indemnitee
and their  respective  successors  and  assigns,  except  that the  Seller,  the
Servicer,  the  Depositor and the Issuer may not assign or transfer any of their
respective  rights or obligations under this Agreement except as provided herein
and  in the  Indenture,  without  the  prior  written  consent  of the  Required
Purchasers and the Purchasers,  Agent, Assignees and Participants may not assign
or transfer any of their  respective  rights or  obligations  except as provided
herein.

            Section 9.5. Counterparts.  This Agreement may be executed by one or
more of the parties to this  Agreement  on any number of separate  counterparts,
and all of said  counterparts  taken  together shall be deemed to constitute one
and the same instrument.

            Section 9.6.  Severability.  Any provisions of this Agreement  which
are  prohibited  or  unenforceable  in  any  jurisdiction   shall,  as  to  such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provisions in any other jurisdiction.

            Section  9.7.  Integration.   This  Agreement  and  the  Fee  Letter
represent the agreement of the Agent, the Seller, the Depositor, the Issuer, the
Servicer and the Purchasers with respect to the subject matter hereof, and there
are no promises,  undertakings,  representations or warranties by the Purchasers
or the Agent  relative  to  subject  matter  hereof not  expressly  set forth or
referred to herein or therein.

            Section  9.8.  Governing  Law.  THIS  AGREEMENT  AND THE  RIGHTS AND
OBLIGATIONS  OF THE  PARTIES  UNDER THIS  AGREEMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH,


                                      -36-
<PAGE>

THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

            Section 9.9. Termination.  This Agreement shall remain in full force
and effect  until the payment in full of the  principal  of and  interest on the
Notes and all other amounts payable to the Purchasers or the Agent hereunder and
the termination of all Commitments;  provided,  however,  that the provisions of
Sections 2.3, 2.4, 6.1, 6.2, 7.7, 9.11,  9.13, 9.14, 9.17 and 9.18 shall survive
termination  of this  Agreement,  the transfer by a Purchaser of any Note or any
interest  therein  and any  amounts  payable  to the  Agent,  Purchasers  or any
Affected Party thereunder shall remain payable thereto.

            Section 9.10. Limited Recourse;  No Proceedings.  The obligations of
the Issuer and the Depositor  under this Agreement are solely the obligations of
the Issuer and the Depositor,  as  applicable.  No recourse shall be had for the
payment of any fee or other  obligation  or claim  arising out of or relating to
this  Agreement  or any other  agreement,  instrument,  document or  certificate
executed and delivered or issued by the Issuer and the Depositor, or any officer
of  any  of  them  in  connection  therewith,   against  any  partner,   member,
stockholder,  employee,  officer, director or incorporator of the Issuer and the
Depositor.  With respect to obligations of the Issuer, neither the Agent nor any
Purchaser shall look to any property or assets of the Issuer,  other than to the
Trust Estate. Each Purchaser and the Agent hereby agrees that to the extent such
funds are  insufficient  or  unavailable  to pay any amounts  owing to it by the
Issuer pursuant to this Agreement,  prior to the commencement of a bankruptcy or
insolvency  proceeding by or against the Issuer, it shall not constitute a claim
against the Issuer. Each of the Issuer, the Depositor, the Seller, the Servicer,
the Agent and each Purchaser  agrees that it shall not institute or join against
the  Depositor  or  the  Issuer  any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation proceeding, or similar proceeding under any federal or
state  bankruptcy  law,  for one year and a day  after  the  termination  of the
Indenture.  Nothing  in this  paragraph  shall  limit or  otherwise  affect  the
liability of the  Servicer  and the Seller with respect to any amounts  owing by
the Servicer or the Seller, respectively, hereunder or the right of the Agent or
any  Purchaser  to enforce  such  liability  against the Servicer or the Seller,
respectively,  or any of its respective  assets.  For clarity,  it is understood
that the Timeshare Loans, related Timeshare Loan Documents and other assets will
be conveyed by the Seller to the  Depositor  and by the  Depositor to the Issuer
pursuant  to  the  terms  of  the  Purchase   Agreement   and  Sale   Agreement,
respectively,  without recourse,  representation on warranty except as expressly
provided  therein.  Without  limiting  the  foregoing,  none of the Seller,  the
Depositor  or any of their  respective  subsidiaries  shall be  responsible  for
payments on the Timeshare Loans, and any other credit risks associated therewith
shall be borne by the Issuer and the holders of any obligations of the Issuer.

            Section  9.11.  Survival  of  Representations  and  Warranties.  All
representations  and warranties made hereunder and in any document,  certificate
or statement  delivered pursuant hereto or in connection  herewith shall survive
the  execution  and  delivery  of this  Agreement,  the  purchase  of the  Notes
hereunder and the termination of this Agreement.

            Section  9.12.  Submission  to  Jurisdiction;  Waivers.  EACH OF THE
SELLER,  THE ISSUER, THE DEPOSITOR,  THE SERVICER,  THE AGENT AND EACH PURCHASER
HEREBY IRREVOCABLY AND UNCONDITIONALLY:


                                      -37-
<PAGE>

            (1)  SUBMITS  FOR ITSELF  AND ITS  PROPERTY  IN ANY LEGAL  ACTION OR
            PROCEEDING RELATING TO THIS AGREEMENT TO WHICH IT IS A PARTY, OR FOR
            RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT  THEREOF,  TO
            THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
            NEW YORK SITTING IN MANHATTAN  AND THE UNITED  STATES OF AMERICA FOR
            THE SOUTHERN  DISTRICT OF NEW YORK,  AND  APPELLATE  COURTS FROM ANY
            THEREOF;

            (2) CONSENTS  THAT ANY SUCH ACTION OR  PROCEEDING  MAY BE BROUGHT IN
            SUCH COURTS AND WAIVES ANY  OBJECTION  THAT IT MAY NOW OR  HEREAFTER
            HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
            OR THAT SUCH ACTION OR  PROCEEDING  WAS  BROUGHT IN AN  INCONVENIENT
            COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

            (3) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR  PROCEEDING
            MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
            MAIL (OR ANY SUBSTANTIALLY  SIMILAR FORM OF MAIL),  POSTAGE PREPAID,
            TO SUCH PARTY AT ITS  ADDRESS  SET FORTH IN  SECTION  9.2 OR AT SUCH
            OTHER ADDRESS OF WHICH THE AGENT SHALL HAVE BEEN  NOTIFIED  PURSUANT
            THERETO; AND

            (4) AGREES  THAT  NOTHING  HEREIN  SHALL  AFFECT THE RIGHT TO EFFECT
            SERVICE  OF PROCESS IN ANY OTHER  MANNER  PERMITTED  BY LAW OR SHALL
            LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

            Section  9.13.  WAIVERS  OF  JURY  TRIAL.  EACH OF THE  SELLER,  THE
SERVICER,  THE  ISSUER,  THE  DEPOSITOR,  THE  AGENT AND THE  PURCHASERS  HEREBY
IRREVOCABLY AND  UNCONDITIONALLY  WAIVES,  TO THE EXTENT PERMITTED BY APPLICABLE
LAW,  ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL  ACTION OR  PROCEEDING
RELATING  DIRECTLY OR  INDIRECTLY  TO THIS  AGREEMENT  OR ANY OTHER  DOCUMENT OR
INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN.

            Section   9.14.   Limitation   of   Liability   of  Owner   Trustee.
Notwithstanding  anything contained herein or in any other Transaction  Document
to the contrary,  it is expressly  understood  and agreed by the parties  hereto
that (a) this  Agreement is executed and delivered by Wilmington  Trust Company,
not  individually or personally but solely as Owner Trustee,  in the exercise of
the powers and authority  conferred and vested in it under the Trust  Agreement,
(b) each of the representations,  undertakings and agreements herein made on the
part of the  Issuer  is made  and  intended  not as a  personal  representation,
undertaking  or agreement by  Wilmington  Trust Company but is made and intended
for the purpose for binding only the Issuer and the


                                      -38-
<PAGE>

Trust Estate,  and (c) under no circumstances  shall Wilmington Trust Company be
personally  liable for the payment of any indebtedness or expenses of the Issuer
or be  liable  for the  breach or  failure  of any  obligation,  representation,
warranty or covenant made or  undertaken  by the Issuer under this  Agreement or
any other Transaction Documents.

            Section 9.15. [RESERVED].

            Section 9.16. Hedging Requirements. On each Funding Date, the Issuer
shall enter into a Hedge Agreement with a Qualified Hedge  Counterparty and upon
execution  thereof  shall pledge all of the Issuer's  right,  title and interest
under such Hedge Agreement to the Indenture Trustee for the benefit of the Agent
as  Noteholder  and the  Purchasers  pursuant  to  Section  2.3  hereof  and the
Indenture.  Each Hedge  Agreement must be in form and substance  satisfactory to
the Agent,  the notional amounts shall be based on the Required Hedge Amount for
such Funding Date and the expected  future Loan Balances of the Timeshare  Loans
being  acquired  by  the  Issuer  on  such  Funding  Date.  At the  time  of its
acquisition,  each Hedge Agreement must pertain to Issuer  beneficial  interests
(other  than  another  derivative  financial  instrument)  issued  to or sold to
parties  other than  Bluegreen,  its  Affiliates  or its agent,  as described in
paragraphs  35(c)(2),  39 and 40 of Statement of Financial  Accounting Standards
No. 140.

            Notwithstanding  the foregoing,  the Agent shall review the Interest
Rate  Cap  Agreements   currently  pledged  to  Bluegreen   Receivables  Finance
Corporation  V (the  "Existing  Hedge  Agreements")  with a view to allowing the
Issuer to utilize  such  Existing  Hedge  Agreements  via novation to the extent
commercially  feasible to comply with the requirements of this Section 9.16. Any
decision to use the Existing Hedge Agreements shall be at the Agent's reasonable
discretion.

            Section  9.17.  No  Bankruptcy   Petition   Against  the  Structured
Purchaser.  Each of the parties to this  Agreement  hereby  covenants and agrees
that,  prior to the date which is one year and one day after the payment in full
of all outstanding  indebtedness for borrowed money of the Structured Purchaser,
it will not institute against, or join any other Person in instituting  against,
the Structured Purchaser any bankruptcy, reorganization, arrangement, insolvency
or  liquidation  proceedings or other similar  proceeding  under the Laws of the
United States or any state of the United  States.  The  agreements  set forth in
this  Section 9.17 and the parties'  respective  obligations  under this Section
9.17 shall survive the termination of this Agreement.

            Section 9.18.  Limited  Recourse  Against the Structured  Purchaser.
Each  party  to  this  Agreement   hereby   acknowledges  and  agrees  that  all
transactions with the Structured  Purchaser  hereunder or in connection herewith
shall be without  recourse of any kind to the Structured  Purchaser.  Each party
hereto  agrees that no  liability  or  obligation  of the  Structured  Purchaser
hereunder for fees, expenses or indemnities shall constitute a claim (as defined
in Section 101 of Title 11 of the United  States  Bankruptcy  Code)  against the
Structured  Purchaser  unless the Structured  Purchaser has received  sufficient
amounts pursuant to this Agreement to pay such amounts, and such amounts are not
necessary  to  pay  outstanding   commercial  paper  issued  by  the  Structured
Purchaser.  No recourse shall be had for any amount owing hereunder or any other
obligation of, or claim against the Structured Purchaser arising out of or based
upon this  Agreement  or any  agreement or document  entered into in  connection
herewith or therewith


                                      -39-
<PAGE>

against any equity holder, member,  employee,  officer, agent, or manager of the
Structured Purchaser or any equity holder, member, employee,  officer, director,
or  affiliate  thereof.  The  agreements  set forth in this Section 9.18 and the
parties'  respective  obligations  under this  Section  9.18 shall  survive  the
termination of this Agreement.


                                      -40-
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Note Funding
Agreement  to be duly  executed by their  respective  officers as of the day and
year first above written.

                                            BXG RECEIVABLES NOTE TRUST 2004-C


                                            By: Wilmington Trust Company,
                                            not in its individual capacity,
                                            but solely as Owner Trustee

                                            By:_________________________________
                                            Name:
                                            Title:


                                            BLUEGREEN CORPORATION,
                                            as Seller and Servicer

                                            By:_________________________________
                                            Name:
                                            Title:


                                            BLUEGREEN RECEIVABLES FINANCE
                                            CORPORATION IX, as Depositor

                                            By:_________________________________
                                            Name:
                                            Title:


                                            BRANCH BANKING AND TRUST COMPANY,
                                            as Agent

                                            By:_________________________________
                                            Name:
                                            Title:


                                      -41-
<PAGE>

                                                                       EXHIBIT A

                            FORM OF INVESTMENT LETTER
                                     [Date]

BXG RECEIVABLES NOTE TRUST 2004-C
c/o___________, as Owner Trustee

__________________________________
Attention:
Bluegreen Corporation

Bluegreen Receivables Finance Corporation IX

Re    BXG RECEIVABLES NOTE TRUST 2004-C
      Timeshare Loan-Backed VFN Notes, Series 2004-C

Ladies and Gentlemen:

            This  letter  (the   "Investment   Letter")  is   delivered  by  the
undersigned (the "Purchaser")  pursuant to subsection 8.1(a) of the Note Funding
Agreement  dated  as of  December  1,  2004 (as in  effect,  the  "Note  Funding
Agreement"),  among BXG  RECEIVABLES  NOTE TRUST  2004-C,  as Issuer,  BLUEGREEN
CORPORATION,  as Seller and Servicer,  BLUEGREEN RECEIVABLES FINANCE CORPORATION
IX, as Depositor,  the Purchasers  parties  thereto and Branch Banking and Trust
Company,  as Agent.  Capitalized terms used herein without definition shall have
the meanings set forth in the Note Funding Agreement.  The Purchaser  represents
to and agrees with the Issuer as follows:

            (a) The  Purchaser  is  authorized  [to enter into the Note  Funding
Agreement  and to perform  its  obligations  thereunder  and to  consummate  the
transactions  contemplated  thereby]  [to  purchase  a  participation  or  other
interest in obligations under the Note Funding Agreement].

            (b) The Purchaser has such knowledge and experience in financial and
business  matters  as to be capable  of  evaluating  the merits and risks of its
investment  in the  Notes  and is  able  to  bear  the  economic  risk  of  such
investment.  The  Purchaser  has  been  afforded  the  opportunity  to ask  such
questions as it deems necessary to make an investment decision, and has received
all  information  it has  requested in  connection  with making such  investment
decision.  The Purchaser has,  independently and without reliance upon the Agent
or any other  Purchaser,  and based on such documents and  information as it has
deemed  appropriate,  made  its own  appraisal  of and  investigation  into  the
business,   operations,    property,   financial   and   other   condition   and
creditworthiness  of the Issuer, the Depositor,  the Seller and the Servicer and
made  its own  decision  to  purchase  its  interest  in the  Notes,  and  will,
independently  and without

<PAGE>

reliance upon the Agent or any other Purchaser,  and based on such documents and
information as it shall deem  appropriate at the time,  continue to make its own
analysis, appraisals and decisions in taking or not taking action under the Note
Funding  Agreement,  and to make such  investigation  as it deems  necessary  to
inform  itself as to the  business,  operations,  property,  financial and other
condition and  creditworthiness of the Issuer, the Seller, the Depositor and the
Servicer.

            (c) The  Purchaser is an  "accredited  investor ,"as defined in Rule
501,  promulgated by the Securities and Exchange  Commission (the  "Commission")
under the Securities Act of 1933, as amended (the "Securities  Act") and (except
as  otherwise  agreed to by the Issuer in its sole  discretion)  is a "qualified
institutional  buyer"  (within  the  meaning  of Rule  144A  thereunder)  and is
acquiring  the Notes (or an  interest  in the  Notes)  for its own  account  for
investment purposes. The Purchaser understands that the offering and sale of the
Notes (or any interest in therein) has not been and will not be registered under
the Securities Act and has not and will not be registered or qualified under any
applicable  "Blue Sky" law,  and that the  offering and sale of the Note (or any
interest in therein)  has not been  reviewed  by,  passed on or submitted to any
federal or state agency or commission,  securities  exchange or other regulatory
body.

            (d) The  Purchaser  is "a  qualified  purchaser"  (as defined in the
Investment  Company Act of 1940, as amended (the  "Investment  Company Act")), a
company  each  of  whose  beneficial   owners  is  a  qualified   purchaser,   a
"knowledgeable  employee" with respect to the Issuer (within the meaning of Rule
3c-5  and  the  Investment  Company  Act)  or a  company  owned  exclusively  by
knowledgeable employees.

            (e) The Purchaser is not an employee benefit plan subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each
such plan, an "Employee  Plan"),  an entity whose underlying  assets include the
assets of any  Employee  Plan,  or a  governmental  plan that is  subject to any
federal,  state or local law which is substantially similar to the provisions of
Section 406 of ERISA or Section  4975 of the Code or the  Purchaser's  purchase,
holding and disposition of the Notes does not result in a prohibited transaction
under  Section  406 of ERISA or Section  4975 of the Code (or,  in the case of a
governmental  plan, any substantially  similar federal,  state or local law) for
which an exemption is not available.

            (f) The  Purchaser is acquiring an interest in Notes  without a view
to any  distribution,  resale or other transfer thereof except,  with respect to
any Purchaser Interest or any interest or participation therein, as contemplated
in the following  sentence.  The Purchaser will not resell or otherwise transfer
any interest or  participation in the Purchaser  Interest,  except in accordance
with Section 8.1 of the Note Funding Agreement and in a transaction  exempt from
the  registration  requirements  of the Securities Act of 1933, as amended,  and
applicable  state  securities or "blue sky" laws. In connection  therewith,  the
Purchaser hereby agrees that it will not resell or otherwise  transfer the Notes
or any interest  therein unless the purchaser  thereof provides to the addressee
hereof a letter  substantially in the form hereof (other than as permitted under
the Note Funding Agreement).

            (g) This Investment  Letter has been duly executed and delivered and
constitutes  the  legal,   valid  and  binding   obligation  of  the  Purchaser,
enforceable  against the Purchaser in accordance with its terms,  except as such
enforceability  may  be  limited  by


                                      -2-
<PAGE>

bankruptcy, insolvency, reorganization,  moratorium or similar laws or equitable
principles  affecting the enforcement of creditors' rights generally and general
principles of equity.

            (h) The Purchaser  expressly  agrees to be bound by the terms of the
Note  Funding  Agreement,  including  but  not  limited  to the  confidentiality
provision and the restrictions on transfer set forth in Article VIII thereof.

                                                 Very truly yours,
                                                 [NAME OF PURCHASER]


                                                 By_____________________________
                                                   Name:
                                                   Title:


                                      -3-
<PAGE>

                                                                       EXHIBIT B

                           FORM OF JOINDER SUPPLEMENT

            JOINDER  SUPPLEMENT,  dated as of the  date  set  forth in Item 1 of
Schedule I hereto,  among BXG  RECEIVABLES  NOTE TRUST  2004-C  (the  "Issuer"),
BLUEGREEN  CORPORATION,  as Seller  and  Servicer  (the  "Servicer"),  BLUEGREEN
RECEIVABLES  FINANCE  CORPORATION  IX, as Depositor,  the Purchaser set forth in
Item 2 of Schedule I hereto (the "Additional Purchaser"), and Branch Banking and
Trust Company,  as Agent for the Purchasers  under,  and as defined in, the Note
Funding Agreement described below (in such capacity, the "Agent").

                               W I T N E S S E T H

            WHEREAS,   this  Supplement  is  being  executed  and  delivered  in
accordance with  subsection  2.2(d) of the Note Funding  Agreement,  dated as of
December 1, 2004, among BXG RECEIVABLES NOTE TRUST 2004-C, as Issuer,  BLUEGREEN
CORPORATION,  as Seller and Servicer,  BLUEGREEN RECEIVABLES FINANCE CORPORATION
IX, as Depositor, the Purchasers parties thereto, and the Agent (as from time to
time amended,  supplemented  or otherwise  modified in accordance with the terms
thereof,  the "Note Funding Agreement";  unless otherwise defined herein,  terms
defined in the Note Funding Agreement are used herein as therein defined); and

            WHEREAS,  the Additional Purchaser (if it is not already a Purchaser
party to the Note Funding  Agreement)  wishes to become a Purchaser party to the
Note Funding Agreement;

            NOW, THEREFORE, the parties hereto hereby agree as follows:

      Upon receipt by the Agent of five counterparts of this Supplement, to each
of which is attached a fully completed Schedule I and Schedule II, each of which
has been executed by the  Additional  Purchaser,  the Issuer and the Agent,  the
Agent will transmit to the Servicer,  the Issuer,  the Indenture Trustee and the
Additional  Purchaser a Joinder Effective  Notice,  substantially in the form of
Schedule III to this  Supplement (a "Joinder  Effective  Notice").  Such Joinder
Effective Notice shall be executed by the Agent and shall set forth, inter alia,
the  date on  which  the  transfer  effected  by this  Supplement  shall  become
effective (the "Joinder  Effective Date").  From and after the Joinder Effective
Date, the Additional  Purchaser  shall be a Purchaser  party to the Note Funding
Agreement for all purposes thereof having an initial Commitment Percentage and a
Commitment, if applicable, as set forth in such Schedule II.

      Concurrently  with the  execution  and  delivery  hereof,  the  Additional
Purchaser  will  deliver  to the Issuer and the  Indenture  Trustee an  executed
Investment Letter in the form of Exhibit A to the Note Funding Agreement.

      Each of the parties to this Supplement agrees and acknowledges that at any
time and from time to time upon the written  request of any other party, it will
execute and deliver such further  documents  and do such further acts and things
as such other party may  reasonably  request in order to effect the  purposes of
this Supplement.


                                      -1-
<PAGE>

      By executing and delivering  this  Supplement,  the  Additional  Purchaser
confirms to and agrees with the Agent and the Purchaser as follows:  (i) neither
the Agent nor any  other  Purchaser  makes any  representation  or  warranty  or
assumes  any  responsibility  with  respect  to any  statements,  warranties  or
representations  made in or in connection with the Note Funding Agreement (other
then  representations  or  warranties  made by such  respective  parties) or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Note Funding  Agreement  or any other  instrument  or document  furnished
pursuant thereto,  or with respect to the financial condition of the Seller, the
Servicer, the Depositor, the Issuer or the Indenture Trustee, or the performance
or observance  by the Seller,  the Servicer,  the  Depositor,  the Issuer or the
Indenture Trustee of any of their respective  obligations under the Note Funding
Agreement  or the  Indenture  or any  other  instrument  or  document  furnished
pursuant hereto;  (ii) the Additional  Purchaser confirms that it has received a
copy of such documents and information as it has deemed  appropriate to make its
own  credit  analysis  and  decision  to enter into this  Supplement;  (iii) the
Additional Purchaser will,  independently and without reliance upon the Agent or
any other Purchaser and based on such documents and information as it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not  taking  action  under the Note  Funding  Agreement;  (iv)  each  Purchasing
Purchaser  appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise  such powers  under the Note  Funding  Agreement  and the
Indenture as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto, all in accordance with Section 7 of
the Note Funding  Agreement;  and (vi) the Additional  Purchaser agrees (for the
benefit of the Agent, the other Purchasers,  the Indenture Trustee,  the Seller,
the  Servicer,  the Depositor and the Issuer) that it will perform in accordance
with their terms all of the  obligations  which by the terms of the Note Funding
Agreement are required to be performed by it as a Purchaser.

      Schedule II hereto sets forth the Commitment and the Commitment Expiration
Date,  if  applicable,  and  the  initial  Investing  Office  of the  Additional
Purchaser, as well as administrative  information with respect to the Additional
Purchaser.

      THIS  SUPPLEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK.

            (i)  Notwithstanding  anything  contained  herein  or in  any  other
Transaction  Document to the contrary,  it is expressly understood and agreed by
the  parties  hereto  that (a) this  Supplement  is executed  and  delivered  by
Wilmington  Trust Company,  not  individually  or personally but solely as Owner
Trustee,  in the exercise of the powers and authority conferred and vested in it
under the Trust  Agreement,  (b) each of the  representations,  undertakings and
agreements  herein made on the part of the Issuer is made and  intended not as a
personal  representation,  undertaking or agreement by Wilmington  Trust Company
but is made and  intended  for the purpose  for binding  only the Issuer and the
Trust Estate,  and (c) under no circumstances  shall Wilmington Trust Company be
personally  liable for the payment of any indebtedness or expenses of the Issuer
or be  liable  for the  breach or  failure  of any  obligation,  representation,
warranty or covenant made or  undertaken by the Issuer under this  Supplement or
any other Transaction Documents.


                                      -2-
<PAGE>

            IN WITNESS  WHEREOF,  the parties hereto have caused this Supplement
to be executed by their respective duly authorized officers on Schedule I hereto
as of the date set forth in Item 1 of Schedule I hereto.


                                      -3-
<PAGE>

                                                                   SCHEDULE I TO
                                                              JOINDER SUPPLEMENT

                          COMPLETION OF INFORMATION AND
                        SIGNATURES FOR JOINDER SUPPLEMENT

      Re:   Note  Funding  Agreement,  dated as of December  1, 2004,  among BXG
            RECEIVABLES NOTE TRUST 2004-C, as Issuer, BLUEGREEN CORPORATION,  as
            Seller and Servicer,  BLUEGREEN  RECEIVABLES FINANCE CORPORATION IX,
            as Depositor,  the  Purchasers  party thereto and Branch Banking and
            Trust Company, as Agent.

Item 1:     Date of Joinder Supplement:

Item 2:     Additional Purchaser:

Item 3:     Signatures of Parties to Agreement:


                                      ___________________________________
                                      as Additional Purchaser

                              By:     ___________________________________
                                      Name:
                                      Title:

                              [By:    ___________________________________
                                      Name:
                                      Title:]

                                      BXG RECEIVABLES NOTE TRUST 2004-C
                                      as Issuer

                                By _______________, not in its individual
                                capacity, but solely as Owner Trustee

                              By:     ___________________________________
                                      Name:
                                      Title:

                                      Branch Banking and Trust Company, as Agent

                              By:     ___________________________________
                                      Name:
                                      Title:

                              By:     ___________________________________
                                      Name:
                                      Title:


                                      -1-
<PAGE>

                                                                  SCHEDULE II TO
                                                              JOINDER SUPPLEMENT

                      LIST OF INVESTING OFFICES, ADDRESSES
                           FOR NOTICES AND COMMITMENT

[Additional Purchaser]

           Initial Commitment Percentage:
           (if applicable)                                 _______%

           Class of Notes                                 _________

           Commitment:                                $____________

Address for Notices:

Investing Office:


                                      -1-
<PAGE>

                                                                 SCHEDULE III TO
                                                              JOINDER SUPPLEMENT

                                     FORM OF
                            JOINDER EFFECTIVE NOTICE

To:   [Names and addresses of
      Issuer, Seller, Servicer, Indenture Trustee, Depositor
      Agent and Additional Purchaser]

            The undersigned, as Agent under the Note Funding Agreement, dated as
of  December  1,  2004,  among BXG  RECEIVABLES  NOTE TRUST  2004-C,  as Issuer,
BLUEGREEN  CORPORATION,  as Seller and Servicer,  BLUEGREEN  RECEIVABLES FINANCE
CORPORATION IX, as Depositor,  the Purchasers parties thereto and Branch Banking
and Trust Company, as Agent for the Purchasers thereunder,  acknowledges receipt
of five executed  counterparts of a completed Joinder Supplement.  [Note: attach
copies  of  Schedules  I and II from  such  Agreement.]  Terms  defined  in such
Supplement are used herein as therein defined.

            Pursuant  to such  Supplement,  you are  advised  that  the  Joinder
Effective Date will be _____________, .

Very truly yours,

BRANCH BANKING AND TRUST COMPANY, as Agent


By:  _______________________________
     Name:
     Title:


                                       -1-
<PAGE>

                                                                       EXHIBIT C

                           FORM OF TRANSFER SUPPLEMENT

            TRANSFER  SUPPLEMENT,  dated as of the  date set  forth in Item 1 of
Schedule  I  hereto,  among  the  transferor  Purchaser  set  forth in Item 2 of
Schedule I hereto (the  "Transferor  Purchaser"),  the Purchasing  Purchaser set
forth in Item 3 of Schedule I hereto (the  "Purchasing  Purchaser"),  and Branch
Banking and Trust Company, as Agent for the Purchasers under, and as defined in,
the Note Funding Agreement described below (in such capacity, the "Agent").

                              W I T N E S S E T H:

            WHEREAS,   this  Supplement  is  being  executed  and  delivered  in
accordance with  subsection  8.1(e) of the Note Funding  Agreement,  dated as of
December 1, 2004, among BXG RECEIVABLES NOTE TRUST 2004-C, as Issuer,  BLUEGREEN
CORPORATION,  as Seller and Servicer,  BLUEGREEN RECEIVABLES FINANCE CORPORATION
IX, as Depositor,  the Purchasers parties thereto and the Agent (as from time to
time amended,  supplemented  or otherwise  modified in accordance with the terms
thereof,  the "Note Funding Agreement";  unless otherwise defined herein,  terms
defined in the Note Funding Agreement are used herein as therein defined);

            WHEREAS,  the Purchasing Purchaser (if it is not already a Purchaser
party to the Note Funding  Agreement)  wishes to become a Purchaser party to the
Note Funding Agreement and the Purchasing Purchaser wishes to acquire and assume
from  the  Transferor  Purchaser,   certain  of  the  rights,   obligations  and
commitments under the Note Funding Agreement; and

            WHEREAS,  the Transferor  Purchaser wishes to sell and assign to the
Purchasing Purchaser,  certain of its rights,  obligations and commitments under
the Note Funding Agreement.

            NOW, THEREFORE, the parties hereto hereby agree as follows:

      (a) Upon receipt by the Agent of five counterparts of this Supplement,  to
each of which is attached a fully completed  Schedule I and Schedule II, each of
which has been executed by the Transferor  Purchaser,  the Purchasing  Purchaser
[,the  Issuer](1)  and the Agent,  the Agent will transmit to the Servicer,  the
Seller,  the Issuer,  the  Depositor,  the  Indenture  Trustee,  the  Transferor
Purchaser   and  the   Purchasing   Purchaser  a  Transfer   Effective   Notice,
substantially  in the  form of  Schedule  III to this  Supplement  (a  "Transfer
Effective  Notice").  Such  Transfer  Effective  Notice shall be executed by the
Agent and shall set forth,  inter alia, the date on which the transfer  effected
by this Supplement shall become effective (the "Transfer  Effective Date"). From
and  after the  Transfer  Effective  Date the  Purchasing  Purchaser  shall be a
Purchaser party to the Note Funding Agreement for all purposes thereof.

      (b) At or before 12:00 Noon,  local time of the Transferor  Purchaser,  on
the  Transfer  Effective  Date,  the  Purchasing  Purchaser  shall  pay  to  the
Transferor  Purchaser,  in immediately  available  funds, an amount equal to the
purchase price,  as agreed between the Transferor  Purchaser and such Purchasing
Purchaser (the "Purchase Price"), of the portion set forth on

----------
(1)   If required by the Note Funding Agreement.


                                      -1-
<PAGE>

Schedule  II  hereto  being  purchased  by  such  Purchasing  Purchaser  of  the
outstanding  advances  under the Note owned by the  Transferor  Purchaser  (such
Purchasing  Purchaser's  "Purchase  Percentage")  and other amounts owing to the
Transferor Purchaser under the Note Funding Agreement or otherwise in respect of
the Notes.  Effective upon receipt by the  Transferor  Purchaser of the Purchase
Price from the Purchasing Purchaser, the Transferor Purchaser hereby irrevocably
sells,  assigns and transfers to the  Purchasing  Purchaser,  without  recourse,
representation  or warranty,  and the Purchasing  Purchaser  hereby  irrevocably
purchases,  takes and assumes  from the  Transferor  Purchaser,  the  Purchasing
Purchaser's Purchase Percentage of [(i)] the presently  Outstanding Note Balance
under the Notes owned by the Transferor Purchaser and other amounts owing to the
Transferor  Purchaser in respect of the Notes,  together  with all  instruments,
documents and collateral security  pertaining thereto,  [and (ii) the Purchasing
Purchaser's Purchase Percentage of the Commitment  Percentage and the Commitment
of the  Transferor  Purchaser and other rights,  duties and  obligations  of the
Transferor  Purchaser  under the Note Funding  Agreement.]  This  Supplement  is
intended by the parties hereto to effect a purchase by the Purchasing  Purchaser
and sale by the Transferor Purchaser of interests in the Notes, and it is not to
be  construed  as a loan  or a  commitment  to  make a  loan  by the  Purchasing
Purchaser to the Transferor Purchaser.  The Transferor Purchaser hereby confirms
that the  amount  of the  Outstanding  Note  Balance  of the  Notes is $ and its
Percentage Interest thereof is ___%, which equals $ as of , 200_. Upon and after
the Transfer  Effective Date (until further modified in accordance with the Note
Funding Agreement),  the Commitment  Percentage of the Transferor  Purchaser and
the Purchasing  Purchaser and the Commitment of the Transferor Purchaser and the
Purchasing Purchaser shall be as set forth in Schedule II to this Supplement.

      (c) The  Transferor  Purchaser has made  arrangements  with the Purchasing
Purchaser  with respect to (i) the portion,  if any, to be paid, and the date or
dates for payment,  by the Transferor  Purchaser to the Purchasing  Purchaser of
any fees heretofore  received by the Transferor  Purchaser  pursuant to the Note
Funding Agreement prior to the Transfer Effective Date and (ii) the portion,  if
any, to be paid, and the date or dates for payment, by the Purchasing  Purchaser
to the  Transferor  Purchaser  of fees or interest  received  by the  Purchasing
Purchaser  pursuant to the Note Funding Agreement or otherwise in respect of the
Notes from and after the Transfer Effective Date.

      (d) All principal  payments that would otherwise be payable from and after
the Transfer Effective Date to or for the account of the Transferor Purchaser in
respect of the Notes  shall,  instead,  be payable to or for the  account of the
Transferor  Purchaser  and the  Purchasing  Purchaser,  as the case  may be,  in
accordance with their respective interests as reflected in this Supplement.

      (e) All interest,  fees and other amounts that would otherwise  accrue for
the account of the Transferor  Purchaser  from and after the Transfer  Effective
Date  pursuant to the Note  Funding  Agreement or in respect of the Notes shall,
instead, accrue for the account of, and be payable to or for the account of, the
Transferor  Purchaser  and the  Purchasing  Purchaser,  as the case  may be,  in
accordance with their respective  interests as reflected in this Supplement.  In
the event that any amount of interest,  fees or other amounts  accruing prior to
the  Transfer  Effective  Date was  included in the  Purchase  Price paid by the
Purchasing Purchaser, the Transferor Purchaser and the Purchasing Purchaser will
make appropriate arrangements for payment by the Transferor


                                      -2-
<PAGE>

Purchaser to the Purchasing  Purchaser of such amount upon receipt  thereof from
the Agent.

         (f) Concurrently with the execution and delivery hereof, the Purchasing
Purchaser will deliver to Agent, the Issuer and the Indenture Trustee an
executed Investment Letter in the form of Exhibit A to the Note Funding
Agreement.

         (g) Each of the parties to this Supplement agrees and acknowledges that
(i) at any time and from time to time upon the written request of any other
party, it will execute and deliver such further documents and do such further
acts and things as such other party may reasonably request in order to effect
the purposes of this Supplement, and (ii) the Agent shall apply each payment
made to it under the Note Funding Agreement, whether in its individual capacity
or as Agent, in accordance with the provisions of the Note Funding Agreement, as
appropriate.

      (h) By executing and delivering this Supplement,  the Transferor Purchaser
and the Purchasing  Purchaser confirm to and agree with each other and the Agent
and the  Purchaser as follows:  (i) other than the  representation  and warranty
that it is the legal and beneficial  owner of the interest being assigned hereby
free and clear of any adverse  claim  created by or through  it, the  Transferor
Purchaser makes no representation or warranty and assumes no responsibility with
respect  to  any  statements,  warranties  or  representations  made  in  or  in
connection  with the Note Funding  Agreement or the Indenture or the  execution,
legality,  validity,  enforceability,  genuineness,  sufficiency or value of the
Note Funding  Agreement or any other instrument or document  furnished  pursuant
thereto;  (ii) the Transferor  Purchaser makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Seller,
the  Servicer,  the  Depositor,  the  Issuer or the  Indenture  Trustee,  or the
performance or observance by the Seller, the Servicer, the Depositor, the Issuer
or the Indenture  Trustee of any of their respective  obligations under the Note
Funding  Agreement,  the Indenture or any other instrument or document furnished
pursuant hereto; (iii) each Purchasing Purchaser confirms that it has received a
copy of such documents and information as it has deemed  appropriate to make its
own  credit  analysis  and  decision  to enter into this  Supplement;  (iv) each
Purchasing  Purchaser will,  independently  and without reliance upon the Agent,
the Transferor  Purchaser or any other Purchaser and based on such documents and
information as it shall deem  appropriate at the time,  continue to make its own
credit decisions in taking or not taking action under the Note Funding Agreement
or the  Indenture;  (v) each  Purchasing  Purchaser  appoints and authorizes the
Agent to take such  action as agent on its behalf and to  exercise  such  powers
under the Note Funding Agreement and the Indenture as are delegated to the Agent
by the terms  thereof,  together with such powers as are  reasonably  incidental
thereto,  all in accordance  with Section 7 of the Note Funding  Agreement;  and
(vi)  each  Purchasing  Purchaser  agrees  (for the  benefit  of the  Transferor
Purchaser,  the Issuer, the Agent, the Purchasers,  the Indenture  Trustee,  the
Depositor,  the Seller,  the  Servicer  and the Issuer)  that it will perform in
accordance  with their  terms all of the  obligations  which by the terms of the
Note Funding Agreement are required to be performed by it as a Purchaser.

      (i) [Schedule II hereto sets forth the revised  Commitment  Percentage and
Commitment  of  the  Transferor  Purchaser,   the  Commitment  Percentage,   the
Commitment of the Purchasing Purchaser, as applicable, and the initial Investing
Office of the Purchasing Purchaser,  as well as administrative  information with
respect to the Purchasing Purchaser.]


                                      -3-
<PAGE>

      (j) THIS  SUPPLEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED  IN  ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

            IN WITNESS  WHEREOF,  the parties hereto have caused this Supplement
to be executed by their respective duly authorized officers on Schedule I hereto
as of the date set forth in Item 1 of Schedule I hereto.


                                      -4-
<PAGE>

                                                                   SCHEDULE I TO
                                                             TRANSFER SUPPLEMENT

                          COMPLETION OF INFORMATION AND
                       SIGNATURES FOR TRANSFER SUPPLEMENT

            Re:   Note Funding  Agreement,  dated as of December 1, 2004,  among
                  BXG RECEIVABLES NOTE TRUST 2004-C,  BLUEGREEN CORPORATION,  as
                  Seller and Servicer, BLUEGREEN RECEIVABLES FINANCE CORPORATION
                  IX, as  Depositor,  the  Purchasers  party  thereto and Branch
                  Banking and Trust Company, as Agent.

Item 1:   Date of Transfer Supplement:

Item 2:   Transferor Purchaser:

Item 3:   Purchasing Purchaser:

Item 4:   Signatures of Parties to Agreement:


                                               _________________________________
                                               as Transferor Purchaser

                                          By:  _________________________________
                                               Name:
                                               Title:

                                          By:  _________________________________
                                               Name:
                                               Title:


                                               _________________________________
                                               as Purchasing Purchaser

                                          By:  _________________________________
                                               Name:
                                               Title:

                                          By:  _________________________________
                                               Name:
                                               Title:


                                      -1-
<PAGE>

CONSENTED TO AND ACCEPTED BY:

BRANCH BANKING AND TRUST COMPANY, as Agent


By:   _______________________________
      Name:
      Title:


By:   _______________________________
      Name:
      Title:

BXG RECEIVABLES NOTE TRUST 2004-C


By __________, not in its individual capacity, but solely as Owner
         Trustee


By:   _______________________________
      Name:
      Title:


                                      -2-
<PAGE>

                                                                  SCHEDULE II TO
                                                             TRANSFER SUPPLEMENT

                      LIST OF INVESTING OFFICES, ADDRESSES
                    FOR NOTICES, ASSIGNED INTERESTS, PURCHASE
                  AND COMMITMENT PERCENTAGES AND PURCHASE PRICE

[Transferor Purchaser]

<TABLE>
<S>                                                                           <C>
                  Commitment Percentage:

                  Transferor Purchaser Commitment Percentage
                  Prior to Sale:                                                _______%

                  Commitment Percentage Sold:                                   _______%

                  Commitment Percentage Retained:                               _______%

                  Commitment:

                  Transferor Purchaser Commitment
                  Prior to Sale:                                              $________

                  Commitment Sold:                                            $________

                  Commitment Retained                                         $________

                  Class of Notes                                              _________

D.       Outstanding Note Balance of Notes:

         Transferor Purchaser
         Outstanding Note Balance of Notes Prior to Sale:                     $________

         Outstanding Note Balance of Notes Sold:                              $________

         Outstanding Note Balance of Notes Retained:                          $________

E. Purchase Percentage:                                                         _______%

[Purchasing Purchaser]

                  Commitment Percentage:                                        _______%

                  Commitment:                                                 $________

C.       Outstanding Note Balance of Notes Owned Immediately After Sale:      $________
</TABLE>

Address for Notices:


                                      -1-
<PAGE>

Investing Office:


                                      -2-
<PAGE>

                                                                 SCHEDULE III TO
                                                             TRANSFER SUPPLEMENT

                                     Form of
                            Transfer Effective Notice

      To:   [Name and address of
            Issuer, Servicer, Indenture Trustee, the Transferor
            Purchaser and the Purchasing Purchaser]

            The undersigned, as Agent under the Note Funding Agreement, dated as
of  December  1,  2004,  among BXG  RECEIVABLES  NOTE TRUST  2004-C,  as Issuer,
BLUEGREEN  CORPORATION,  as Seller and Servicer,  BLUEGREEN  RECEIVABLES FINANCE
CORPORATION IX, as Depositor,  the Purchasers parties thereto and Branch Banking
and Trust Company, as Agent for the Purchasers thereunder,  acknowledges receipt
of five executed counterparts of a completed Transfer Supplement.  [Note: attach
copies  of  Schedules  I and II from  such  Agreement.]  Terms  defined  in such
Supplement are used herein as therein defined.

            Pursuant  to such  Transfer  Supplement,  you are  advised  that the
Transfer Effective Date will be _____________, 200_.

Very truly yours,

BRANCH BANKING AND TRUST COMPANY, as Agent


By: ______________________________________
    Name:
    Title:


                                       1
<PAGE>

                                                                       EXHIBIT D

                            FORM OF BORROWING NOTICE

            NOTE FUNDING  AGREEMENT (the  "Agreement"),  dated as of December 1,
2004, by and among BXG RECEIVABLES NOTE TRUST 2004-C, a Delaware statutory trust
(the   "Issuer"),    BLUEGREEN   CORPORATION,    a   Massachusetts   corporation
("Bluegreen"),   BLUEGREEN   RECEIVABLES  FINANCE  CORPORATION  IX,  a  Delaware
corporation (the  "Depositor"),  the PURCHASERS from time to time parties hereto
(collectively,  the "Purchasers") and BRANCH BANKING AND TRUST COMPANY ("BB&T"),
a North Carolina  corporation,  as agent for the  Purchasers  (together with its
successors in such capacity, the "Agent").

Purchaser:                 _______________________________________________

Issuer:                    BXG Receivables Note Trust 2004-C

Requested Funding Date:    _______________________________________________

Transmission Date:         _______________________________________________

Transmission Time:         _______________________________________________

Timeshare Loans to be Pledged:          See attachment

Borrowing Base Prior to Funding:        $________________

Borrowing Base After Funding:           $________________

Available Commitment Prior to Funding:  $________________

Available Commitment After Funding:     $________________

Requested Wire Amount                   $________________

Wire Instructions:

Requested by:

BXG RECEIVABLES NOTE TRUST 2004-C


                                       2
<PAGE>

By:                               Wilmington Trust Company,

                                  not in its individual capacity, but solely as
Owner Trustee


By:                               ____________________________________
Name:
Title:

BLUEGREEN CORPORATION


By: ____________________________
Name:
Title:

BLUEGREEN RECEIVABLES FINANCE CORPORATION IX


By: ____________________________
Name:
Title:


                                       2
<PAGE>

                                                                      Attachment

               SCHEDULE OF TIMESHARE LOANS PROPOSED TO BE PLEDGED

This  schedule  will be  supplemented  from  time to  time  by the  Schedule  of
Timeshare  Loans  attached to a borrowing  notice dated  subsequent  to the date
hereof. Each such Schedule of Timeshare Loans shall be deemed to be incorporated
herein and made a part hereof for all purposes.


                                       1
<PAGE>

                                                                       EXHIBIT E

                  CONDITIONS PRECEDENT TO INITIAL FUNDING DATE

1) Delivery of the completed Exhibit I to the Indenture with ratings  acceptable
to the Agent;

2) Delivery of a form of monthly servicer report acceptable to the Agent; and

3) Written  confirmation  of the number of the deposit account to be established
and  maintained by Fleet  National  Bank for the Issuer  pursuant to the Deposit
Account Control Agreement.


                                       1