Exhibit 10.120

                                                                  EXECUTION COPY

                              STANDARD DEFINITIONS

            "50/50  Loan"  shall mean a  Timeshare  Loan where the  Obligor  has
elected to make a down payment equal to at least 50% of the total purchase price
of the Timeshare  Property or Timeshare  Properties  with the remaining  balance
(together  with  interest)  due within one year of the  origination  date,  such
balance to be paid either in 12 monthly amortizing installments of principal and
interest or all principal and interest due in a lump sum payment on the one year
anniversary of the origination of the Timeshare Loan.

            "ACH  Form"  shall  mean  the ACH  authorization  form  executed  by
Obligors  substantially  in the form  attached  as Exhibit C to each of the Sale
Agreement and the Purchase Agreement.

            "Act"  shall  have  the  meaning  specified  in  Section  1.4 of the
Indenture.

            "Additional  Approved  Opinion  Resort"  shall mean a Resort (1) for
which  Bluegreen  shall have provided such due diligence  materials as the Agent
may reasonably request,  (2) for which the Agent shall have received a favorable
written opinion of local counsel  relating to such timeshare and real estate law
issues as the Agent may  reasonably  request  and (3) for which the Agent  shall
have  approved in writing as a Resort for which the Seller and the Depositor may
sell Timeshare Loans secured by Timeshare  Properties at such Resort pursuant to
the Purchase Agreement and Sale Agreement, respectively.

            "Additional Approved Non-Opinion Resort" shall mean a Resort (1) for
which  Bluegreen  shall have provided such due diligence  materials as the Agent
may  reasonably  request  and (2) for which the Agent  shall  have  approved  in
writing as a Resort for which the Seller and the  Depositor  may sell  Timeshare
Loans secured by Timeshare  Properties  at such Resort  pursuant to the Purchase
Agreement and the Sale Agreement, respectively.

            "Additional Servicing Compensation" shall mean any late fees related
to late payments on the Timeshare  Loans,  any  non-sufficient  funds fees,  any
processing fees and any Liquidation  Expenses  collected by the Servicer and any
unreimbursed  out-of-pocket expenses incurred by the Servicer during the related
Due Period.

            "Administration  Agreement" shall mean the administration agreement,
dated as of December 1, 2004, by and among the Administrator, the Owner Trustee,
the Issuer and the Indenture Trustee, as amended from time to time in accordance
with the terms thereof.

            "Administrator"  shall mean  Bluegreen  or any  successor  under the
Administration Agreement.

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            "Administrator Fee" shall equal on each Payment Date an amount equal
to the product of (i)  one-twelfth  and (ii) (A) if  Bluegreen  or an  affiliate
thereof is the  Administrator,  $1,000.00 and (B) if Wilmington Trust Company is
the Administrator, $20,000.00.

            "Adverse  Claim"  shall  mean any  claim of  ownership  or any lien,
security  interest,  title retention,  trust or other charge or encumbrance,  or
other type of preferential  arrangement having the effect or purpose of creating
a lien or  security  interest,  other  than  the  interests  created  under  the
Indenture or any other  Transaction  Document in favor of the Indenture  Trustee
and the Noteholders.

            "Affected   Party"  shall  mean,  with  respect  to  any  Structured
Purchaser, any Liquidity Institution of such Structured Purchaser.

            "Affiliate" shall mean any Person:  (a) which directly or indirectly
controls,  or is controlled by, or is under common control with such Person; (b)
which  directly or  indirectly  beneficially  owns or holds five percent (5%) or
more of the voting stock of such  Person;  or (c) for which five percent (5%) or
more of the voting stock of which is directly or indirectly  beneficially  owned
or held by such Person; provided, however, that under no circumstances shall the
Trust  Company be deemed to be an Affiliate of the Issuer,  the Depositor or the
Owner,  nor shall any of such  parties be deemed to be an Affiliate of the Trust
Company. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the  direction  of the  management  and  policies  of a
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise. For purposes of this definition, any entity included in the same U.S.
GAAP  consolidated  financial  statements as Bluegreen  shall be an Affiliate of
Bluegreen.

            "Agent"  shall  mean  Branch  Banking  and  Trust  Company,  a North
Carolina  corporation  and its  successors  and assigns  under the Note  Funding
Agreement.

            "Aggregate  Initial  Loan  Balance"  shall  mean  the sum of all the
Cut-Off Date Loan Balances.

            "Aggregate   Initial  Note  Balance"  shall  mean  the  sum  of  all
Borrowings on each Funding Date.

            "Aggregate  Loan Balance" means the sum of the Loan Balances for all
Timeshare Loans.

            "Aggregate  Outstanding  Note  Balance"  is  equal to the sum of the
Outstanding Note Balances for all Classes of Notes.

            "Aggregate  Principal  Distribution  Amount"  shall  equal  on  each
Payment  Date,  the amount of  principal  that must be repaid on all  Classes of
Notes such that a Borrowing Base Deficiency will not occur, giving effect to all
distributions  on each  Payment  Date;  provided,  however,  after the  Facility
Termination  Date,  upon  written  notice  by the  Agent to the  Issuer  and the
Servicer,  the Aggregate Principal Distribution Amount shall equal the Aggregate
Outstanding Note Balance.


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            "Allocated  Commercial Paper" means commercial paper issued by or on
behalf of the Structured  Purchaser if the proceeds thereof are used (or, in the
case of a Defaulted  Borrowing  Date,  would have been used) to fund or maintain
one or more Borrowings.

            "Alternate Rate" shall mean, for any Interest Accrual Period and any
Purchaser, a rate per annum equal to LIBOR for such period;  provided,  however,
that (i) if the Alternate Rate becomes  applicable with respect to any part of a
Purchaser's  interest in the Notes without at least three LIBOR  Business  Days'
prior notice by the Issuer to the Agent,  then the Alternate  Rate for such part
of such  interest  for each day prior to the  expiration  of such notice  period
shall be the Base Rate;  (ii) if such  Purchaser  shall  notify the Agent that a
LIBOR Disruption  Event has occurred and is continuing,  then the Alternate Rate
for such  Interest  Accrual  Period  shall be a rate per annum equal to the Base
Rate in effect from time to time during such Interest Accrual Period;  and (iii)
without limiting the foregoing,  if with respect to such Interest Accrual Period
such Purchaser  shall have notified the Agent that the rate at which deposits of
United  States  dollars  are  being  offered  to such  Purchaser  in the  London
interbank  market  does  not  materially  accurately  reflect  the  cost to such
Purchaser of funding its interest in the Notes for such Interest Accrual Period,
then the  Alternate  Rate for such Interest  Accrual  Period shall be a rate per
annum equal to the Base Rate in effect  from time to time  during such  Interest
Accrual Period.

            "Approved  Resort"  shall  mean as the  context  shall  require,  an
Initial Approved  Opinion Resort,  an Initial Approved  Non-Opinion  Resort,  an
Additional  Approved  Opinion Resort and/or an Additional  Approved  Non-Opinion
Resort.

            "Aruba  Loan"  shall mean  either an Aruba  Right-to-Use  Loan or an
Aruba Club Loan.

            "Aruba  Club Loan"  shall mean a timeshare  loan  originated  by the
Aruba  Originator  on or after January 26, 2004 (or an Aruba  Right-to-Use  Loan
properly  converted to an Aruba Club Loan) and evidenced by an Owner Beneficiary
Agreement and secured by an Aruba Share Certificate.

            "Aruba  Right-to-Use Loan" shall mean a Timeshare Loan originated by
the Aruba Originator prior to January 26, 2004.

            "Aruba Originator" shall mean Bluegreen  Properties,  N.V., an Aruba
corporation.

            "Aruba Share  Certificate"  shall mean a share certificate issued by
the  timeshare  cooperative  association  of La Cabana  Beach & Racquet  Club in
Aruba, which entitles the owner thereof the right to use and occupy a fixed Unit
at a fixed  period of time each  year at the La Cabana  Beach & Racquet  Club in
Aruba or Owner Beneficiary Rights under the Club Trust Agreement.

            "Assignment  of  Mortgage"  shall mean,  with respect to a Club Loan
(other than an Aruba Club Loan),  a written  assignment of one or more Mortgages
from the related Originator or Seller to the Indenture Trustee,  for the benefit
of the Noteholders,  relating to one or more Timeshare Loans in recordable form,
and signed by an Authorized Officer of all necessary  parties,  sufficient under
the laws of the jurisdiction  wherein the related Timeshare  Property is


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located to give record notice of a transfer of such Mortgage and its proceeds to
the Indenture Trustee.

            "Association"   shall  mean  the   not-for-profit   corporation   or
cooperative association responsible for operating a Resort.

            "Assumption  Date"  shall have the meaning  specified  in the Backup
Servicing Agreement.

            "Authorized  Officer" shall mean,  with respect to any  corporation,
limited  liability  company or  partnership,  the  Chairman  of the  Board,  the
President,  any Vice  President,  the Secretary,  the  Treasurer,  any Assistant
Secretary,  any Assistant  Treasurer,  Managing Member and each other officer of
such  corporation or limited  liability  company or the general  partner of such
partnership  specifically authorized in resolutions of the Board of Directors of
such  corporation or managing member of such limited  liability  company to sign
agreements,  instruments or other  documents in connection with the Indenture on
behalf of such corporation,  limited  liability  company or partnership,  as the
case may be.

            "Available  Commitment"  shall  mean,  on any  day  for a  Committed
Purchaser,  such  Purchaser's  Commitment  in  effect  on such  day  minus  such
Purchaser's pro rata interest  (calculated on the basis of advances made by such
Purchaser in respect of  Borrowings,)  in the  Outstanding  Note Balance of each
Class of Notes on such day.

            "Available  Funds" shall mean for any Payment Date, (A) all funds on
deposit in the  Collection  Account  after  making all  transfers  and  deposits
required from (i) the Lockbox Account  pursuant to the Lockbox  Agreement,  (ii)
the General Reserve Account  pursuant to Section 3.2(b) of the Indenture,  (iii)
the Seller or the Depositor,  as the case may be, pursuant to Section 4.6 of the
Indenture,  (iv) the  Servicer  pursuant  to the  Indenture  and (v) any payment
received in respect of any Hedge Agreement,  plus (B) all investment earnings on
funds on  deposit  in the  Collection  Account  from the  immediately  preceding
Payment  Date  through  such  Payment  Date,  less (C) amounts on deposit in the
Collection Account related to collections  related to any Due Periods subsequent
to the Due  Period  related  to  such  Payment  Date,  less  (D) any  Additional
Servicing Compensation on deposit in the Collection Account.

            "Backup  Servicer"  shall mean  Concord  Servicing  Corporation,  an
Arizona corporation, and its permitted successors and assigns.

            "Backup  Servicing   Agreement"  shall  mean  the  backup  servicing
agreement, dated as of December 1, 2004, by and among the Issuer, the Depositor,
the Servicer,  the Backup Servicer and the Indenture Trustee, as the same may be
amended, supplemented or otherwise modified from time to time.

            "Backup  Servicing  Fee"  shall  on each  Payment  Date  (so long as
Concord Servicing Corporation is the Backup Servicer), be equal to:

            (A) prior to the removal or resignation  of Bluegreen,  as Servicer,
the greater of (i)  $1,000.00  and (ii) the product of (1)(x)  $0.10 and (y) the
number of  Timeshare  Loans in the


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Trust  Estate at the end of the related  Due Period if such number of  Timeshare
Loans is 20,000 or less or (2)(x)  $0.075 and (y) the number of Timeshare  Loans
in the  Trust  Estate at the end of the  related  Due  Period if such  number of
Timeshare Loans is greater than 20,000, and

            (B) after the removal or resignation of Bluegreen,  as Servicer,  an
amount equal to the product of (i)  one-twelfth  of 1.50% and (ii) the Aggregate
Loan Balance as of the first day of the related Due Period.

            "Bankruptcy Code" shall mean the federal Bankruptcy Code, as amended
(Title 11 of the United States Code).

            "Base Rate"  shall mean,  for any day, a rate per annum (in no event
higher than the maximum rate  permitted by applicable  law) equal to the rate of
interest  publicly  announced or, if not publicly  announced,  quoted internally
from time to time by the Agent at its principal  office in Winston Salem,  North
Carolina as its prime commercial  lending rate in effect in the United States of
America,  such prime rate not intended to be the lowest rate of interest charged
by the Agent to any class of debtors.

            "Beneficiary" shall be as defined in the Club Trust Agreement.

            "Benefit  Plan" shall mean an "employee  benefit plan" as defined in
Section 3(3) of ERISA,  or any other "plan" as defined in Section  4975(e)(1) of
the Code,  that is subject to the  prohibited  transaction  rules of ERISA or of
Section  4975 of the  Code or any  plan  that is  subject  to any  substantially
similar provision of federal, state or local law.

            "Bluegreen"  shall  mean  Bluegreen  Corporation,   a  Massachusetts
corporation, and its permitted successors and assigns.

            "Bluegreen  Owned  Resort"  shall  mean a  Resort  which is owned by
Bluegreen.

            "Borrowing"  shall mean a borrowing  made by the Issuer  pursuant to
the terms and conditions of the Indenture and the Note Funding Agreement.

            "Borrowing  Base" shall mean, on any  Determination  Date, an amount
equal to the  product  of (x) the  Borrowing  Base  Percentage  and  (y)(1)  the
Aggregate  Loan  Balance  as of the  close  of  business  on the last day of the
related Due Period less (2) without duplication,  (A) the Excluded Loan Balance,
(B) the  aggregate  Loan Balance of all  Defaulted  Timeshare  Loans and (C) the
aggregate  Loan Balance of Timeshare  Loans that are  determined to be Defective
Timeshare  Loans as of the close of  business on the last day of the related Due
Period.

            "Borrowing Base Percentage" shall mean on any date of determination,
the  lower  of (i) 85% and (ii)  100%  less the  percentage  credit  enhancement
required by the Rating  Agency to achieve a rating of "BBB" (or the  equivalent)
with respect to a  securitization  of timeshare  loans  similar to the Timeshare
Loans in the Trust  Estate  plus,  in the case of clause (ii) only,  2.0%.  With
respect to clause (ii) of this  definition,  the percentage  credit  enhancement
shall be  determined  either  by  special  request  to the  Rating  Agency or by
reference to recent securitization transactions of timeshare loans originated by
Bluegreen and its Affiliates.


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            "Borrowing Base Deficiency" shall mean on any date of determination,
the excess if any, of the Aggregate  Outstanding  Note Balance on such date over
the Borrowing Base as of the most recent Determination Date.

            "Borrowing  Notice"  shall  have the  meaning  specified  in Section
2.1(d) of the Note Funding Agreement.

            "Boyne  Resort" shall mean the Resort  located in Michigan  known as
Mountain Run at Boyne(TM).

            "Breakage  Costs"  shall  mean,  to  the  extent  that  on  any  day
(including but not limited to a day that principal is due) all or any portion of
any Borrowing  held by a Structured  Purchaser is repaid or prepaid or purchased
as contemplated by Section 2.2(e) of the Note Funding Agreement (a "CP Borrowing
Payment  Date"),  and the  principal  amount of such  repayment or prepayment or
purchase is in excess of the principal  component of Allocated  Commercial Paper
of such  Structured  Purchaser  which matures on such CP Borrowing  Payment Date
(such  excess,  the "CP Excess  Amount"),  an amount equal to the sum of (a) all
interest  (at the  applicable  CP Rate)  that would  have  accrued  (had such CP
Borrowing Payment Date not occurred)  hereunder on such CP Excess Amount through
and including the later to occur of (i) the day on which the aggregate principal
component of Allocated  Commercial Paper of such Structured Purchaser which will
mature on or after the relevant CP Borrowing Payment Date equals or exceeds such
CP Excess Amount 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 CP  Excess  Amount  for the  period  from the CP
Borrowing Payment Date until such Funding Maturity Date.

            "Business  Day"  shall  mean any day other  than (i) a  Saturday,  a
Sunday,  or  (ii)  a day  on  which  banking  institutions  in  New  York  City,
Wilmington,  Delaware,  the State of Florida,  the city in which the Servicer is
located or the city in which the Corporate Trust Office of the Indenture Trustee
is located are authorized or obligated by law or executive order to be closed.

            "Casa del Mar Resort" shall mean the Resort located in Florida known
as Casa del Mar Beach Resort(TM).

            "Cash Accumulation  Event" shall exist on any Determination Date, if
(A) for the last six Due Periods,  the average  Delinquency Level (Trust Estate)
for Timeshare Loans is greater than 8%, or (B) for the last six Due Periods, the
average  Default Level (Trust  Estate) is greater than 10%. A Cash  Accumulation
Event  shall be deemed to be  continuing  until  waived by the Agent in its sole
discretion.


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            "Certificate"  shall mean a Trust Certificate or a Residual Interest
Certificate, as applicable.

            "Certificate  Distribution Account" shall have the meaning specified
in Section 5.01 of the Trust Agreement.

            "Certificate  of Trust" shall mean the  Certificate  of Trust in the
form attached as Exhibit A to the Trust Agreement.

            "Certificateholders" shall mean the holders of the Trust Certificate
and Residual Interest Certificate.

            "Class" shall mean,  as the context may require,  any of the Class A
Notes, the Class B Notes, the Class C Notes or the Class D Notes.

            "Class A Notes" shall have the meaning  specified in the Recitals of
the Issuer in the Indenture.

            "Class B Notes" shall have the meaning  specified in the Recitals of
the Issuer in the Indenture.

            "Class C Notes" shall have the meaning  specified in the Recitals of
the Issuer in the Indenture.

            "Class D Notes" shall have the meaning  specified in the Recitals of
the Issuer in the Indenture.

            "Closing Date" shall mean December 31, 2004.

            "Club" shall mean Bluegreen  Vacation Club Trust,  doing business as
Bluegreen Vacation Club, formed pursuant to the Club Trust Agreement.

            "Club Loan" shall mean a timeshare  loan (i)  originated by the Club
Originator and evidenced by a Mortgage Note and an Owner  Beneficiary  Agreement
and secured by a first Mortgage on a fractional fee simple timeshare interest in
a Unit or (ii) an Aruba Club Loan.

            "Club  Management  Agreement"  shall mean that  certain  Amended and
Restated  Management  Agreement  between the Club  Managing  Entity and the Club
Trustee, dated as of May 18, 1994, as amended from time to time.

            "Club  Managing  Entity" shall mean  Bluegreen  Resorts  Management,
Inc., a Delaware  corporation,  in its capacity as manager of the Club and owner
of the Club's reservation system, and its permitted successors and assigns.

            "Club  Originator"  shall  mean  Bluegreen,  in its  capacity  as an
Originator.

            "Club  Trust  Agreement"  shall  mean,  collectively,  that  certain
Bluegreen  Vacation  Club  Trust  Agreement,  dated as of May 18,  1994,  by and
between the Developer and the Club


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Trustee, as amended,  restated or otherwise modified from time to time, together
with all other agreements,  documents and instruments governing the operation of
the Club.

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

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time and any successor statute,  together with the rules and regulations
thereunder.

            "Collection   Account"  shall  mean  the  account   established  and
maintained by the Indenture Trustee pursuant to Section 3.2(a) of the Indenture.

            "Collection  Policy" shall mean the collection policy of the initial
servicer, dated December 1, 2004 attached to the Indenture as Exhibit J.

            "Collections"  shall mean all amounts  received in connection with a
Timeshare Loan.

            "Committed   Purchaser"   shall  mean  any  Purchaser  which  has  a
Commitment as set forth in its respective Joinder Supplement and any Assignee of
such Purchaser to the extent of the portion of such  Commitment  assumed by such
Assignee  pursuant  to  its  respective  Transfer  Supplement  (so  long  as the
Commitments are in effect).

            "Commitment" shall mean with respect to a Committed  Purchaser,  the
maximum amount of such Purchaser's  commitment to make advances to the Issuer as
set forth in the Joinder  Supplement  or the Transfer  Supplement  by which such
Purchaser became a party to the Note Funding Agreement.

            "Commitment  Expiration  Date"  shall be  December  29, 2005 or such
later date as specified in writing to the Issuer by all Committed  Purchasers in
their sole discretion.

            "Commitment  Percentage"  shall  mean with  respect  to a  Committed
Purchaser, such Purchaser's Commitment as a percentage of all Commitments.

            "Completed  Unit" shall mean a Unit at a Resort which has been fully
constructed  and  furnished,  has  received  a valid  permanent  certificate  of
occupancy, is ready for occupancy and is subject to a time share declaration.

            "Confidential   Information"  means  information   obtained  by  any
Noteholder  including,  without  limitation,   related  to  the  Notes  and  the
Transaction Documents, that is proprietary in nature and that was clearly marked
or labeled as being  confidential  information  of the Issuer,  the  Servicer or
their Affiliates,  provided that such term does not include information that (a)
was publicly  known or otherwise  known to the  Noteholder  prior to the time of
such  disclosure,  (b)  subsequently  becomes  publicly  known through no act or
omission by such  Noteholder or any Person  acting on its behalf,  (c) otherwise
becomes known to the Noteholder other than through disclosure by the Issuer, the
Servicer or their  Affiliates or (d) any other public  disclosure  authorized by
the Issuer or the Servicer.


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            "Consolidated  Net  Worth"  shall mean on a  consolidated  basis for
Bluegreen and its  subsidiaries,  at any date,  (i) the sum of (a) capital stock
taken at par or stated  value plus (b) capital of  Bluegreen in excess of par or
stated value relating to capital stock plus (c) retained  earnings (or minus any
retained  earning  deficit) of Bluegreen  minus (ii) the sum of treasury  stock,
capital stock subscribed for and unissued and other contra-equity  accounts, all
determined in accordance with GAAP.

            "Consumer  Price  Index"  shall mean the  Consumer  Price Index (All
Items)  published  in the  Monthly  Labor  Review  by the U.S.  Bureau  of Labor
Statistics  or,  if such  index  shall no longer be  published,  any  comparable
measure of changes in consumer  prices on a national  basis that is prepared and
published periodically by an agency of the United States.

            "Continued  Errors" shall have the meaning  specified in Section 5.4
of the Indenture.

            "Conversion  Loan" shall mean a loan  originated  to finance the fee
related to the conversion of an Oasis Lakes Loan, non-Vacation Club RDI Loan, an
Aruba Right-to-Use Loan or other non-Club Loan to a Club Loan.

            "Corporate  Trust  Office"  shall mean the  office of the  Indenture
Trustee  located in the State of  Minnesota,  which office is at the address set
forth in Section 13.3 of the Indenture.

            "CP Rate" means for any Interest  Accrual  Period and any Purchaser,
the per annum rate  equivalent  to the  weighted  average of the per annum rates
which may be paid or are payable by such Purchaser from time to time as interest
on or otherwise  (by means of hedge  agreements or otherwise) in respect of such
Purchaser's  issuance of commercial paper that are allocated in whole or in part
by or on behalf of such Purchaser to fund the Notes during such Interest Accrual
Period,  as  determined  by or on behalf of such  Purchaser,  which  rates shall
reflect and give effect to the  commissions  of placement  agents and dealers in
respect of the  related  commercial  paper  notes and to net  payments  owned or
received  by such  Purchaser  under any hedge  agreements  entered  into by such
Purchaser in connection with such allocated commercial paper; provided, however,
that if any  rate in  connection  with the  issuance  of  commercial  paper is a
discount rate,  then such rate shall be the rate resulting from  converting such
discount  rate to an  interest-bearing  equivalent  rate per annum.  The CP Rate
shall be adjusted  to take into  account all  Breakage  Costs or costs,  if any,
specified  in  Section  6.5 of the  Note  Funding  Agreement  incurred  by  such
Purchaser during the relevant Interest Accrual Periods.

            "Credit Policy" shall mean the credit and underwriting policy of the
Originators, dated December 1, 2004 attached to the Indenture as Exhibit K

            "Custodial  Agreement" shall mean the custodial agreement,  dated as
of December 1, 2004 by and among the Issuer,  the Depositor,  the Servicer,  the
Backup  Servicer,  and the Indenture  Trustee and Custodian,  as the same may be
amended,  supplemented or otherwise modified from time to time providing for the
custody  and  maintenance  of  the  Timeshare  Loan  Documents  relating  to the
Timeshare Loans.


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            "Custodian"  shall mean U.S. Bank National  Association,  a national
banking association, or its permitted successors and assigns.

            "Custodian  Fees" shall mean for each Payment Date,  the fee payable
by the Issuer to the Custodian in accordance with the Custodial Agreement.

            "Cut-Off Date" shall mean with respect to a Timeshare Loan, the date
specified  in the  Schedule  of  Timeshare  Loans as the date  after  which  all
subsequent Collections related to such Timeshare Loans are sold by the Seller to
the Depositor and by the Depositor to the Issuer.

            "Cut-Off  Date  Loan  Balance"  shall  mean  the Loan  Balance  of a
Timeshare Loan on its related Cut-Off Date.

            "Default" shall mean an event which,  but for the passage of time or
the giving of notice or both,  would  constitute  an Event of Default  under the
Indenture.

            "Default Level (Trust  Estate)"  shall mean for any Due Period,  the
product of (i) 12 and (ii) the sum of the Loan  Balances of  Timeshare  Loans in
the Trust Estate that became  Defaulted  Timeshare  Loans during such Due Period
less the Loan Balances of Defaulted  Timeshare  Loans that  subsequently  became
current  during  such Due  Period  which  are still  subject  to the Lien of the
Indenture at such time,  divided by the Aggregate  Loan Balance of all Timeshare
Loans in the Trust  Estate on the last day of such Due  Period  (expressed  as a
percentage).

            "Default  Level  (Portfolio)"  shall  mean  for any Test  Date,  the
product of (i) 12 and (ii) (A) the sum of the Loan  Balances of Portfolio  Loans
serviced by the Servicer for which all or a part of a scheduled  payment  became
more than 120 days  delinquent  (other than if such payment relates to the first
or second  payment  (which for the  avoidance  of doubt shall not be used in any
manner for these  calculations))  from the related due date as of the end of the
related  calendar  month less the Loan  Balances  of such  Timeshare  Loans that
subsequently  became  current  during such  calendar  month,  divided by (B) the
Aggregate  Loan Balance of all Portfolio  Loans  serviced by the Servicer on the
last day of such calendar month (expressed as a percentage).

            "Defaulted  Borrowing  Date"  shall have the  meaning  specified  in
Section 6.5 of the Note Funding Agreement.

            "Defaulted  Timeshare  Loan" is any Timeshare  Loan for which any of
the  following  events  may  have  occurred:  (i)  the  Servicer  has  commenced
cancellation  or forfeiture  or deletion  actions on such  Timeshare  Loan after
collection  efforts have failed in accordance with its Collection Policy or (ii)
as of the last day of any Due Period,  all or part of a scheduled  payment under
the Timeshare Loan is more than 90 days delinquent from the related due date.

            "Defective  Timeshare  Loan"  shall have the  meaning  specified  in
Section 4.6 of the Indenture.


                                     - 10 -
<PAGE>

            "Delinquency Level (Trust Estate)" shall mean for any Due Period, an
amount  equal to the sum of the Loan  Balances of  Timeshare  Loans  (other than
Defaulted  Timeshare  Loans)  in the  Trust  Estate  that  are 31  days  or more
delinquent  on the last day of such Due  Period  divided by the  Aggregate  Loan
Balance of all  Timeshare  Loans in the Trust  Estate as of the last day of such
Due Period (expressed as a percentage).

            "Delinquency  Level  (Portfolio)"  shall mean for any Test Date,  an
amount equal to the sum of the Loan Balances of Portfolio  Loans (other than the
sum of the Loan Balances of Portfolio  Loans  serviced by the Servicer for which
all or a part of a scheduled  payment is more than 120 days  delinquent from the
related due date as of the end of the related  calendar month) at such Test Date
serviced by the  Servicer  that are 31 days or more  delinquent  as of such Test
Date divided by the Aggregate  Loan Balance of all Portfolio  Loans  serviced by
the Servicer as of such Test Date (expressed as a percentage).

            "Depositor" shall mean Bluegreen Receivables Finance Corporation IX,
a Delaware Corporation, and its permitted successors and assigns.

            "Determination  Date" shall mean with  respect to any Payment  Date,
the day that is five Business Days prior to such Payment Date.

            "Developer"  shall  mean  Bluegreen  Vacations  Unlimited,  Inc.,  a
Florida corporation, and its permitted successors and assigns.

            "Due Period" shall mean with respect to any Payment Date, the period
from the 16th day of the second preceding  calendar month to the 15th day of the
preceding  calendar month.  The initial Due Period for the Initial Payment Date,
shall be the period  beginning  on the day after the  initial  Cut-Off  Date and
ending on, and including,  the 15th day of the month immediately  succeeding the
initial Cut-Off Date.

            "Eligible Bank Account" shall mean a segregated  account,  which may
be either (a)  maintained  with a depositary  institution or trust company whose
long-term unsecured debt obligations are rated at least "A" by Fitch and "A2" by
Moody's and whose short-term  unsecured  obligations are rated at least "A-1" by
Fitch and "P-1" by Moody's; or (b) a trust account or similar account maintained
at the corporate trust department of the Indenture Trustee.

            "Eligible Investments" shall mean one or more of the following:

                  (a)  obligations  of, or  guaranteed  as to timely  payment of
            principal  and  interest  by,  the  United  States or any  agency or
            instrumentality thereof when such obligations are backed by the full
            faith and credit of the United States;

                  (b) federal funds,  certificates of deposit, time deposits and
            bankers'  acceptances,  each of which  shall  not  have an  original
            maturity  of more than 90 days,  of any  depository  institution  or
            trust  company  incorporated  under the laws of the United States or
            any state; provided that the long-term unsecured debt obligations of
            such  depository  institution  or  trust  company  at  the  date  of
            acquisition  thereof have been rated by each Rating Agency in one of
            the three


                                     - 11 -
<PAGE>

            highest rating categories available from S&P and no lower than A2 by
            Moody's; and provided,  further, that the short-term  obligations of
            such  depository  institution or trust company shall be rated in the
            highest rating category by such Rating Agency;

                  (c)  commercial   paper  or  commercial  paper  funds  (having
            original  maturities  of not more  than 90 days) of any  corporation
            incorporated  under  the  laws of the  United  States  or any  state
            thereof; provided that any such commercial paper or commercial paper
            funds shall be rated in the highest  short-term  rating  category by
            each Rating Agency; and

                  (d) any  no-load  money  market  fund rated  (including  money
            market  funds  managed  or advised  by the  Indenture  Trustee or an
            Affiliate  thereof) in the  highest  short-term  rating  category or
            equivalent  highest long-term rating category by each Rating Agency;
            provided  that,  Eligible  Investments  purchased  from funds in the
            Eligible  Bank  Accounts  shall  include  only such  obligations  or
            securities that either may be redeemed daily or mature no later than
            the Business Day next preceding the next Payment Date;

                  (e) demand and time deposits in,  certificates  of deposit of,
            bankers'  acceptances  issued  by,  or  federal  funds  sold  by any
            depository  institution  or trust company  (including  the Indenture
            Trustee or any  Affiliate of the  Indenture  Trustee,  acting in its
            commercial  capacity)  incorporated  under  the  laws of the  United
            States of America or any State  thereof and  subject to  supervision
            and examination by federal and/or state authorities,  so long as, at
            the  time  of  such  investment,   the  commercial  paper  or  other
            short-term deposits of such depository  institution or trust company
            are rated at least P-1 by Moody's and at least A-1 by S&P;

and provided, further, that (i) no instrument shall be an Eligible Investment if
such instrument evidences a right to receive only interest payments with respect
to the obligations  underlying such instrument,  and (ii) no Eligible Investment
may be purchased at a price in excess of par.  Eligible  Investments may include
those  Eligible  Investments  with respect to which the Indenture  Trustee or an
Affiliate thereof provides services; and provided,  further, that the Issuer may
not exercise any voting rights affecting Eligible Investments.

            "Eligible  Lender" shall mean,  at any time,  (a) a company that The
Liberty Hampshire  Company,  LLC (i) is the legal owner of and (ii) for which it
provides  administrative  services  and (b) is  either  (i) a  commercial  paper
issuing company or (ii) a company which obtains funding from a commercial  paper
issuing company.

            "Eligible Owner Trustee" shall have the meaning specified in Section
10.01 of the Trust Agreement.

            "Eligible   Timeshare  Loan"  shall  mean  a  Timeshare  Loan  which
satisfied  the  representations  and  warranties  set forth in Schedule I of the
Purchase  Agreement and the Sale  Agreement on the date such  Timeshare Loan was
transferred by Bluegreen to the Depositor


                                     - 12 -
<PAGE>

pursuant to the Purchase  Agreement and by the Depositor to the Issuer  pursuant
to the Sale Agreement; provided, however, that any Timeshare Loan that becomes a
Defaulted Timeshare Loan shall cease to be an Eligible Timeshare Loan.

            "Equity  Offering" shall mean an offering by Bluegreen of any of its
Capital Stock.

            "ERISA" shall mean the Employee  Retirement  Income  Security Act of
1974, as amended.

            "Errors"  shall have the  meaning  specified  in Section  5.4 of the
Indenture.

            "Event of Default" means any one of the following events:

            (a) a  default  in the  making  of  Interest  Distribution  Amounts,
Principal Distribution Amounts or any other payments in respect of any Note when
such  become  due and  payable,  and  continuance  of such  default  for two (2)
Business Days;

            (b) a non-monetary  default in the  performance,  or breach,  of any
covenant of the Issuer,  the Servicer,  the Depositor or the Club Trustee in the
Indenture or other  Transaction  Document (other than a covenant  dealing with a
default in the  performance of which,  or the breach of which,  is  specifically
dealt with  elsewhere in this  definition or as a Servicer Event of Default) and
the  continuance  of such  default or breach for a period of 30 days (or, if the
defaulting party shall have provided  evidence  satisfactory to the Agent at its
sole  discretion (1) that such breach cannot be cured in the 30-day period,  (2)
that such breach can be cured within an additional 30-day period and (3) that it
is diligently pursuing a cure, then 60 days) after the earlier of (x) the Issuer
first acquiring  Knowledge thereof,  and (y) the Indenture  Trustee's or Agent's
giving  written notice thereof to the Issuer;  provided,  however,  that if such
default or breach is in  respect  of (1) the  negative  covenants  contained  in
Section 8.6(a)(i) or (ii) of the Indenture or (2) a breach that cannot be cured,
there shall be no grace period whatsoever; or

            (c) if any  representation or warranty of the Issuer,  the Servicer,
the  Depositor or the Club Trustee  made in the  Indenture or other  Transaction
Document shall prove to be incorrect in any material respect as of the time when
the same shall have been made,  and such breach is not  remedied  within 30 days
(or, if the defaulting  party shall have provided  evidence  satisfactory to the
Agent at its sole discretion (1) that such  representation or warranty cannot be
cured in the 30-day  period,  (2) that such  representation  or warranty  can be
cured within an additional 30-day period and (3) that it is diligently  pursuing
a cure,  then 60 days)  after the  earlier  of (x) the  Issuer  first  acquiring
Knowledge  thereof,  and (y) the Indenture  Trustee's or Agent's  giving written
notice thereof to the Issuer; provided, however, if such breach is in respect of
a  representation  or  warranty  that  cannot be cured,  there shall be no grace
period whatsoever; or

            (d) the entry by a court having  jurisdiction over the Issuer of (i)
a decree or order for relief in respect of the Issuer in an involuntary  case or
proceeding  under  any  applicable  federal  or  state  bankruptcy,  insolvency,
reorganization,  or other  similar law or (ii) a decree or order  adjudging  the
Issuer as a bankrupt or  insolvent,  or approving  as properly  filed a petition


                                     - 13 -
<PAGE>

seeking reorganization, arrangement, adjustment, or composition of or in respect
of the  Issuer  under any  applicable  federal  or state law,  or  appointing  a
custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator,  or other
similar official of the Issuer,  or of any substantial part of its property,  or
ordering the winding up or  liquidation of its affairs,  and the  continuance of
any such decree or order for relief or any such other  decree or order  unstayed
and in effect for a period of 60 consecutive days; or

            (e) the commencement by the Issuer of a voluntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization, or
other  similar law or of any other case or  proceeding  to be  adjudicated  as a
bankrupt  or  insolvent,  or the  consent  by either to the entry of a decree or
order for relief in respect of the Issuer in an  involuntary  case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization, or
other similar law or to the commencement of any bankruptcy or insolvency case or
proceeding  against  it, or the filing by it of a petition  or answer or consent
seeking  reorganization or relief under any applicable  federal or state law, or
the  consent by it to the filing of such  petition or to the  appointment  of or
taking  possession  by a custodian,  receiver,  liquidator,  assignee,  trustee,
sequestrator,  or similar  official of the Issuer or of any substantial  part of
its property, or the making by it of an assignment for the benefit of creditors,
or the  Issuer's  failure to pay its debts  generally as they become due, or the
taking of corporate action by the Issuer in furtherance of any such action; or

            (f) the Issuer  becoming  subject to  registration as an "investment
company" under the Investment Company Act of 1940, as amended;

            (g) the  impairment of the validity of any security  interest of the
Indenture  Trustee  in the  Trust  Estate  in any  material  respect,  except as
expressly  permitted  under the  Transaction  Documents,  or the creation of any
material  encumbrance  on or with  respect  to the Trust  Estate or any  portion
thereof not otherwise permitted, which is not stayed or released within ten (10)
days of the Issuer having Knowledge of its creation; or

            (h) the occurrence and continuance of a Servicer Event of Default;

            (i) a Borrowing  Base  Deficiency  shall exist for more than two (2)
Business  Days  after  any  Determination   Date  (unless  such  Borrowing  Base
Deficiency is caused by a reduction of the Borrowing Base Percentage pursuant to
clause (ii) of the definition thereof).

            "Excluded  Loan  Balance"  shall mean on any date of  determination,
without duplication, the sum of the following:

            (a) the  amount by which the  aggregate  Loan  Balance  of  Eligible
Timeshare  Loans relating to an Obligor or group of Affiliate  Obligors  exceeds
0.20% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

            (b) the amount by which the  aggregate  Loan Balance of any Eligible
Timeshare Loans relating to any Obligor or Affiliate  Obligors exceeds $100,000,
plus


                                     - 14 -
<PAGE>

            (c) the amount by which the  aggregate  Loan  Balance of Aruba Loans
relating to Obligors  that are  non-United  States  resident  exceeds 40% of the
Aggregate Loan Balance of all Aruba Loans, plus

            (d) the  amount by which the  aggregate  Loan  Balance  of  Eligible
Timeshare  Loans  relating  to Obligors  that are  non-United  States  residents
exceeds 5% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

            (e) the  amount by which the  aggregate  Loan  Balance  of  Eligible
Timeshare Loans relating to Aruba Loans exceeds 5% of the Aggregate Loan Balance
of all Eligible Timeshare Loans, plus

            (f) the  amount by which the  aggregate  Loan  Balance  of  Eligible
Timeshare  Loans  relating  to Aruba Loans  exceeds 5% of the  Maximum  Facility
Balance, plus

            (g) the amount of the aggregate  Loan Balance of Eligible  Timeshare
Loans with a Timeshare  Loan Rate of less than 14.40%  necessary to increase the
weighted average  Timeshare Loan Rate (weighted on the basis of Loan Balance) of
all Eligible Timeshare Loans to at least 14.40%, plus

            (h) the  amount by which the  aggregate  Loan  Balance  of  Eligible
Timeshare  Loans  relating to any one Resort  exceeds 40% of the Aggregate  Loan
Balance of all Eligible Timeshare Loans, plus

            (i) the  amount by which the  aggregate  Loan  Balance  of  Eligible
Timeshare  Loans  relating to Obligors  with billing  addresses in any one state
exceeds 20% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

            (j) the amount by which the  aggregate  Loan Balance of all Eligible
Timeshare Loans for which the related Obligor is an employee or a relative of an
employee of Bluegreen or any  Subsidiary  thereof  exceeds 0.5% of the Aggregate
Loan Balance of all Eligible Timeshare Loans, plus

            (k) the aggregate  Timeshare Loan File Deficiency  Excluded Balance;
plus

            (l) the  amount by which the  aggregate  Loan  Balance  of  Eligible
Timeshare Loans relating to 50/50 Loans exceeds 5% of the Aggregate Loan Balance
of all Eligible Timeshare Loans; plus

            (m) the amount by which the  aggregate  Loan Balance of all Eligible
Timeshare  Loans  which  terms  thereof  have been  modified,  waived or amended
exceeds the maximum specified in Section 5.3(a)(ix) of the Indenture; plus

            (n) the amount by which the  aggregate  Loan Balance of all Eligible
Timeshare  Loans  relating  to an  Initial  Approved  Non-Opinion  Resort  or an
Additional Approved  Non-Opinion Resort exceeds 3% of the Aggregate Loan Balance
of all Eligible Timeshare Loans; plus


                                     - 15 -
<PAGE>

            (o) the amount by which the  aggregate  Loan  Balance of Large Loans
exceeds 10% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

            (p) with respect to each Large Loan, the difference between the Loan
Balance of such Large Loan and $35,000.

            "Facility  Termination  Date"  shall  mean  the  earlier  of (i) the
Commitment Expiration Date, (ii) the date of any termination of the Note Funding
Agreement by the Issuer pursuant to Section 2.2(a)  thereof,  (iii) the date the
Commitments are terminated pursuant to Section 2.5 of the Note Funding Agreement
(except if such termination is a result of a Cash  Accumulation  Event) and (iv)
the Stated Maturity.

            "Fee Letter"  shall mean those  letter  agreements  each  designated
therein as a Fee Letter and dated as of December 1, 2004,  among the Agent,  the
Placement  Agent,  the Issuer and  Bluegreen,  as such letter  agreement  may be
amended or otherwise modified from time to time.

            "Fees" shall mean the fees set forth in the Fee Letter.

            "Finance  Agreement"  shall mean a purchase  and  finance  agreement
between an  Obligor  and the Aruba  Originator  pursuant  to which such  Obligor
finances the purchase of Aruba Share Certificates.

            "Force Majeure  Delay" shall mean with respect to the Servicer,  any
cause or event which is beyond the control and not due to the  negligence of the
Servicer,  which delays,  prevents or prohibits  such  Person's  delivery of the
reports  required  to be  delivered  or the  performance  of any  other  duty or
obligation of the Servicer  under the  Indenture as the case may be,  including,
without limitation, computer, electrical and mechanical failures, acts of God or
the elements and fire; provided,  that no such cause or event shall be deemed to
be a Force Majeure Delay unless the Servicer  shall have given the Agent written
notice thereof as soon as possible after the beginning of such delay.

            "Foreclosure Properties" shall have the meaning specified in Section
5.3(b) of the Indenture.

            "Funding  Date" shall mean the date on which the Issuer shall make a
Borrowing pursuant to the Indenture and the Note Funding Agreement.

            "Funding  Termination Event" shall mean the occurrence of any of the
following  events:  (a) an Event of  Default  shall  have  occurred,  or (b) any
representation or warranty made or deemed made by the Issuer, the Depositor, the
Seller or the Servicer herein or in any other  Transaction  Document or which is
contained in any certificate, document or financial or other statement furnished
by it at any time under or in connection with the Note Funding  Agreement or any
such  other  Transaction  Document  shall  prove to have been  incorrect  in any
material  respect on or as of the date made or deemed  made  (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);  provided  that a breach  of the
Seller's  representation  and  warranty  under  Section 6(a) of each of the Sale
Agreement or the


                                     - 16 -
<PAGE>

Purchase  Agreement  shall be deemed to occur only if the Seller is  required to
and does not repurchase or provide substitute  Timeshare Loans for the Timeshare
Loans  causing  such  violation  in  accordance  with the terms of the  Purchase
Agreement or Sale Agreement  within the time frame provided for therein;  or (c)
the Issuer,  the Depositor,  the Seller or the Servicer shall fail to observe or
perform any  material  provision  of any other  agreement  contained in the Note
Funding Agreement or any other  Transaction  Document (other than as provided in
paragraphs  (a) and (b) of this  definition),  and such failure  shall  continue
unremedied for a period of 5 Business Days after the Issuer, the Depositor,  the
Seller or the  Servicer  becomes  aware of or is  notified of such  failure;  or
(d)(i)  the  Indenture  shall  cease,  for any  reason,  to be in full force and
effect,  or the Issuer shall so assert or (ii) the Lien created by the Indenture
shall cease to be enforceable  and of the same effect and priority  purported to
be created thereby, or (e) a Cash Accumulation Event shall have occurred.

            "GAAP" shall mean  generally  accepted  accounting  principles as in
effect from time to time in the United States of America.

            "General Reserve  Account" shall mean the account  maintained by the
Indenture Trustee pursuant to Section 3.2(b) of the Indenture.

            "Governmental  Authority"  shall mean any nation or government,  any
state  or  other  political   subdivision  thereof  and  any  entity  exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining to government.

            "Grant"  shall mean to grant,  bargain,  convey,  assign,  transfer,
mortgage,  pledge,  create and grant a security interest in and right of set-off
against, deposit, set over and confirm.

            "Hedge  Agreement"  shall mean the  interest  rate cap  agreement(s)
entered into by the Issuer on each Funding Date in accordance  with Section 9.16
of the Note Funding Agreement.

            "Highest Lawful Rate" shall have the meaning  specified in Section 3
of the Sale Agreement.

            "Holder"  or  "Noteholder"  shall  mean a holder  of a Class A Note,
Class B Note, Class C Note or a Class D Note.

            "II" shall mean Interval International, Inc.

            "Indebtedness"  shall  mean with  respect to any Person at any date,
(a) all  indebtedness  of such  Person for  borrowed  money or for the  deferred
purchase price of property or services (other than current liabilities  incurred
in the ordinary  course of business  and payable in  accordance  with  customary
trade  practices)  or which is evidenced by a note,  bond,  debenture or similar
instrument,  (b) all  obligations of such Person under capital  leases,  (c) all
obligations of such Person in respect of  acceptances  issued or created for the
account of such Person, (d) all liabilities  secured by any Lien on any property
owned by such Person even though such Person has not assumed or otherwise become
liable for the payment thereof, and (e) all Indebtedness of other Persons to the
extent guaranteed by such Person.


                                     - 17 -
<PAGE>

            "Indenture" shall mean the indenture,  dated as of December 1, 2004,
by and among the Issuer,  the Club Trustee,  the Servicer,  the Backup Servicer,
the Indenture Trustee and the Agent.

            "Indenture  Trustee"  shall mean U.S. Bank National  Association,  a
national  banking  association,  not in its  individual  capacity  but solely as
Indenture Trustee under the Indenture, and any successor as set forth in Section
7.9 of the Indenture.

            "Indenture Trustee Fee" shall mean for each Payment Date, the sum of
(A) $875.00  and (B) until the  Indenture  Trustee  shall  become the  successor
Servicer,  the  greater of (A) the  product of  one-twelfth  of 0.0175%  and the
Aggregate  Loan  Balance as of the first day of the  related  Due Period and (B)
$1,500.00.

            "Initial Approved Opinion Resorts" shall mean the following resorts:
MountainLoft(TM),  Laurel  Crest(TM),  Shore Crest Vacation Villas I and II(TM),
Harbour Lights(TM),  The Lodge Alley Inn(TM),  The Falls Village(TM),  Christmas
Mountain Village(TM), Orlando's Sunshine Resort(TM) I & II, Solara Surfside(TM),
Shenendoah  Crossing(TM),  La Cabana  Beach & Racquet  Club,  Casa del Mar Beach
Resort, Grande Villas at World Golf Village(R),  Mountain Run at Boyne(TM),  The
Hammocks at Marathon(TM) and The Fountains(TM).

            "Initial  Approved  Non-Opinion  Resorts"  shall mean the  following
resorts:  Via Roma Beach Resort,  Dolphin Beach Club,  Fantasy Island Resort II,
Gulfstream  Manor,  Resort  Sixty-Six,   Outrigger  Beach  Club,  Players  Club,
Mariner's Boathouse,  Tropical Sands Resort,  Windward Passage Resort,  Landmark
Holiday Beach Resort, Ocean Towers Beach Club, and Panama City Resort & Club.

            "Initial Funding Date" shall mean the initial Funding Date.

            "Initial  Payment Date" shall mean the Payment Date occurring  after
the Initial Funding Date for which there are Available Funds.

            "Intangible  Assets" shall mean a  non-physical,  non-current  right
that gives  Bluegreen  or any of its  subsidiaries  an  exclusive  or  preferred
position in the  marketplace  including but not limited to a copyright,  patent,
trademark, goodwill,  organization costs, capitalized advertising cost, computer
programs,  licenses  for  any  of  the  preceding,  government  licenses  (e.g.,
broadcasting or the right to sell liquor),  leases,  franchises,  mailing lists,
exploration  permits,  import  and export  permits,  construction  permits,  and
marketing quotas (all as determined in accordance with GAAP).

            "Intended Tax Characterization"  shall have the meaning specified in
Section 4.2(b) of the Indenture.

            "Interest Accrual Period" shall mean with respect to (i) any Payment
Date other than the Initial  Payment  Date,  the period from and  including  the
immediately  preceding  Payment Date through but not including such Payment Date
and (ii) the Initial  Payment  Date,  the period from and  including the Initial
Funding Date through but excluding the Initial Payment Date.


                                     - 18 -
<PAGE>

            "Interest Distribution Amount" shall equal, for a Class of Notes and
on any Payment Date, the sum of (i) interest accrued during the related Interest
Accrual  Period  at the  related  Note  Rate  on  the  weighted  average  of the
Outstanding  Note  Balance  of such  Class  of Notes  immediately  prior to such
Payment Date and (ii) the amount of unpaid  Interest  Distribution  Amounts from
prior  Payment Dates for such Class of Notes,  plus, to the extent  permitted by
applicable  law,  interest on such unpaid  amount at the related Note Rate.  The
Interest Distribution Amount shall be calculated on an actual/360 basis.

            "Interpretation" as used in Sections 6.1 and 6.2 of the Note Funding
Agreement  with respect to any law or  regulation  means the  interpretation  or
application of such law or regulation by any Governmental  Authority (including,
without  limitation,  any entity exercising  executive,  legislative,  judicial,
regulatory  or  administrative  functions  of or  pertaining  to a  government),
central bank, accounting standards board or any comparable entity.

            "Investing Office" shall mean initially, the office of any Purchaser
(if any)  designated  as  such,  in the case of any  initial  Purchaser,  in its
Joinder  Supplement  and, in the case of any Assignee,  in the related  Transfer
Supplement,  and thereafter,  such other office of such Purchaser or Assignee as
may be  designated  in writing to the Agent,  the Issuer,  the  Servicer and the
Indenture Trustee by such Purchaser or Assignee.

            "Issuer" shall mean BXG Receivables  Note Trust 2004-C,  a statutory
trust  formed  under the laws of the  State of  Delaware  pursuant  to the Trust
Agreement.

            "Issuer  Order" shall mean a written  order or request  delivered to
the  Indenture  Trustee  and signed in the name of the  Issuer by an  Authorized
Officer of the Issuer or Administrator.

            "Knowledge" means:

            (a) as to any natural Person (other than the Indenture Trustee), the
actual  awareness of the fact, event or circumstance at issue or proper delivery
of notification of such fact, event or  circumstance;  provided,  however,  that
each  such  Person  shall be  deemed to have  Knowledge  of any  fact,  event or
circumstance if such fact, event or circumstance  would have been known had such
Person exercised commercially reasonable due diligence; and

            (b) as to any Person  that is not a natural  Person  (other than the
Indenture Trustee), that (i) the fact, event or circumstance at issue is brought
to the attention of a Responsible  Officer or (ii) notice has been  delivered to
such  Person in  accordance  with the  provisions  of the  relevant  Transaction
Documents; provided, however, that each such Person that is not a natural person
shall be deemed to have  Knowledge of any fact,  event or  circumstance  if such
fact,  event or  circumstance  would  have been  brought to the  attention  of a
Responsible  Officer if the Person or  Responsible  Officers  of such Person had
exercised commercially reasonable due diligence; and

            (c) with respect to the Indenture  Trustee,  the actual awareness of
the fact,  event or  circumstance at issue or proper delivery of notification of
such fact, event or circumstance.


                                     - 19 -
<PAGE>

            "La Cabana  Resort" shall mean the Resort  located in Aruba known as
the La Cabana Beach & Racquet Club.

            "Land  Receivable"  shall  mean  a  loan  which  was  originated  in
connection  with a sale of property by  Bluegreen  Communities  where  Bluegreen
provided seller financing for the purchase of such property.

            "Large  Loan"  shall mean a  Timeshare  Loan with a Loan  Balance in
excess of $25,000.

            "Leverage  Ratio" shall mean with respect to any Person as of a date
of  determination,  the ratio of (i) the Total  Liabilities  (less  Subordinated
Indebtedness) of such Person on such date to (ii) the Tangible Net Worth of such
Person on such date.

            "LIBOR  Business  Day" means any day (a) other than (i) a  Saturday,
Sunday or (ii) other day on which banks are required or  authorized  to close in
London  or New York  City and (b) on which  dealings  in  foreign  currency  and
exchange are carried on in the London interbank market

            "LIBOR" will be determined  for any Payment Date on the second LIBOR
Business Day prior to commencement of the related  Interest Accrual Period (each
such date, an "Interest Determination Date"). The Agent will determine LIBOR for
such  Interest  Accrual  Period on the basis of the offered  rates for one-month
U.S.  dollar  deposits,  as such rates appear on the Telerate  Page 3750,  as of
11:00 a.m.  (London time) on such Interest  Determination  Date. As used in this
definition  of LIBOR  "Telerate  Page 3750" means the display page  currently so
designated on the Dow Jones Telerate  Service (or such other page as may replace
the Telerate Page 3750 page on that service for the purpose of displaying London
interbank offered rates of major bank(s).

            On each  Interest  Determination  Date,  LIBOR  for  the  applicable
Interest Accrual Period will be established by the Agent as follows:

            (a) If on such Interest  Determination  Date two or more  quotations
appear on the Telerate Page 3750,  LIBOR for the related Interest Accrual Period
shall be the  arithmetic  mean of such offered  quotations  (rounded  upwards if
necessary to the nearest whole multiple of 0.0001%).

            (b) If on such Interest  Determination Date no quotations appears on
the Telerate Page 3750,  LIBOR for the related  Interest Accrual Period shall be
the arithmetic mean (rounded  upwards if necessary to the nearest whole multiple
of 0.0001%) of the one-month U.S. dollar lending rates offered by HSBC Bank plc,
Barclays  Bank plc or Lloyds  Bank  Limited in the London  interbank  market are
quoting  at  approximately  11:00  a.m.  (New  York City  time) on the  relevant
Interest Determination Date.

            (c) LIBOR shall be adjusted to take  account of all  Breakage  Costs
incurred by the applicable Purchaser during such Interest Accrual Period.


                                     - 20 -
<PAGE>

            The  establishment of LIBOR on each Interest  Determination  Date by
the Agent and the Agent's  calculation of the rate of interest applicable to the
Notes for the related  Interest Accrual Period shall (in the absence of manifest
error) be final and binding.

            "LIBOR  Disruption Event" means, for any Interest Accrual Period and
any Purchaser,  any of the following: (a) a determination by such Purchaser that
it would be contrary to law  applicable to such Purchaser or to the directive of
any central bank or other Governmental  Authority having  jurisdiction over such
Purchaser to obtain United States dollars in the London interbank market to fund
its investment in its interest in the Notes for such Interest  Accrual Period or
(b) the  inability of such  Purchaser by reason of  circumstances  affecting the
London  interbank  market  generally,  to obtain United  States  dollars in such
market to fund its  investment  in its  interest in the Notes for such  Interest
Accrual Period.

            "Lien" shall mean any mortgage,  pledge,  hypothecation,  assignment
for security, security interest, claim, participation,  encumbrance,  levy, lien
or charge.

            "Liquidation"  means with respect to any Timeshare Loan, the sale or
compulsory disposition of the related Timeshare Property, following foreclosure,
forfeiture  or other  enforcement  action  or the  taking of a  deed-in-lieu  of
foreclosure, to a Person other than the Servicer or an Affiliate thereof.

            "Liquidation  Expenses"  shall  mean,  with  respect to a  Defaulted
Timeshare Loan, as of any date of  determination,  any reasonable  out-of-pocket
expenses (exclusive of overhead expenses) incurred by the Servicer in connection
with the performance of its  obligations  under Section 5.3(b) in the Indenture,
including,  but not  limited to, (i) any  foreclosure  or  forfeiture  and other
repossession  expenses  incurred  with  respect  to such  Timeshare  Loan,  (ii)
commissions  and  marketing  and sales  expenses  incurred by the Servicer  with
respect to the remarketing of the related  Timeshare  Property (such expenses to
be the sales and marketing expenses for timeshare properties as specified in the
most  recent  10K or 10Q  filing by  Bluegreen),  and  (iii) any other  fees and
expenses reasonably applied or allocated in the ordinary course of business with
respect to the  Liquidation  of such  Defaulted  Timeshare  Loan  (including any
assessed and unpaid Association fees and real estate taxes).

            "Liquidation  Proceeds" means with respect to the Liquidation of any
Timeshare Loan, the amounts actually received by the Servicer in connection with
such Liquidation.

            "Liquidity  Agreement" shall mean that certain  liquidity  agreement
dated December 31, 2004, by and among Branch Banking and Trust Company, as agent
thereunder,  Branch Banking and Trust Company,  as a Liquidity  Institution  and
such  other  Liquidity  Institutions  as may  become  a party  thereto,  and the
Structured Purchaser.

            "Liquidity  Institution"  shall  mean any  bank or  other  financial
institution  extending  or having a  commitment  to  extend  funds to or for the
account of the  Structured  Purchaser  (including  by  agreement  to purchase an
assignment of or participation in Notes) under the Liquidity Agreement.  For the
avoidance of doubt,  pursuant to the  Liquidity  Agreement,  Branch  Banking and
Trust Company is a Liquidity Institution.


                                     - 21 -
<PAGE>

            "Loan  Balance"  shall  mean,  for any  date of  determination,  the
outstanding  principal  balance  due under or in  respect  of a  Timeshare  Loan
(including  a  Defaulted  Timeshare  Loan).  For  purposes of clause (ii) of the
definition  of Default Level (Trust  Estate) only,  Loan Balance shall be net of
Net  Liquidation  Proceeds from  disposition of Timeshare  Properties to persons
other than the Servicer during such Due Period.

            "Lockbox Account" shall mean the account maintained  pursuant to the
Lockbox Agreement, which shall be a non-interest bearing account.

            "Lockbox Agreement" shall mean the deposit control agreement,  dated
as of December 1, 2004, by and among the Issuer,  the Indenture  Trustee and the
Lockbox Bank.

            "Lockbox Bank" shall mean Fleet  National  Bank, a national  banking
association or such other  provider upon  agreement of the Servicer,  the Issuer
and the Agent.

            "Lockbox  Fee" shall mean on each Payment  Date,  the fee payable by
the Issuer to the Lockbox Bank in accordance with the Lockbox Agreement.

            "Maximum  Facility  Balance"  shall  equal  the  sum of the  Maximum
Outstanding Class A Note Balance,  the Maximum Outstanding Class B Note Balance,
the Maximum Outstanding Class C Note Balance,  and the Maximum Outstanding Class
D Note Balance.  The initial Maximum Facility Balance shall be $100,000,000.  At
no time shall the Maximum Facility Balance exceed $150,000,000.

            "Maximum  Outstanding  Class A Note Balance" shall equal $55,294,000
or such  amount as may be  increased  or  reduced  in  accordance  with the Note
Funding Agreement.

            "Maximum  Outstanding  Class B Note Balance" shall equal $13,528,000
or such  amount as may be  increased  or  reduced  in  accordance  with the Note
Funding Agreement.

            "Maximum  Outstanding  Class C Note Balance" shall equal $14,704,000
or such  amount as may be  increased  or  reduced  in  accordance  with the Note
Funding Agreement.

            "Maximum  Outstanding  Class D Note Balance" shall equal $16,474,000
or such  amount as may be  increased  or  reduced  in  accordance  with the Note
Funding Agreement.

            "Misdirected  Deposits"  shall  mean  such  payments  that have been
deposited to the Collection Account in error.

            "Monthly  Servicer  Report"  shall  have the  meaning  specified  in
Section 5.5 of the Indenture.

            "Moody's" shall mean Moody's Investors Service, Inc.

            "Mortgage"  shall mean,  with  respect to a Club Loan,  any purchase
money  mortgage,  deed of trust,  purchase  money deed of trust or mortgage deed
creating a first lien on a Timeshare Property to secure debt granted by the Club
Trustee  on behalf of an  Obligor  to the


                                     - 22 -
<PAGE>

Club Originator  with respect to the purchase of such Timeshare  Property and/or
the  contribution of the same to the Club and otherwise  encumbering the related
Timeshare  Property to secure payments or other obligations under such Timeshare
Loan.

            "Mortgage  Note"  shall  mean,  with  respect  to a Club  Loan,  the
original,  executed  promissory note  evidencing the  indebtedness of an Obligor
under a Club Loan,  together with any rider,  addendum or amendment thereto,  or
any renewal, substitution or replacement of such note.

            "Net Liquidation Proceeds" shall mean with respect to a Liquidation,
the positive difference between Liquidation Proceeds and Liquidation Expenses.

            "New  Equity"  shall  mean  the  aggregate  proceeds  of all  Equity
Offerings after the Closing Date.

            "New  Servicing  Fee Proposal"  shall have the meaning  specified in
Section 5.4 of the Indenture.

            "Non-Bluegreen  Owned  Resort" shall mean a Resort that is not owned
by Bluegreen.

            "Non-Committed  Purchaser"  shall  mean a  Purchaser  that  is not a
Committed Purchaser.

            "Note  Funding  Agreement"  shall  mean that  certain  Note  Funding
Agreement  dated  December  1, 2004,  by and among the  Issuer,  Bluegreen,  the
Depositor, the Agent and the Purchasers named therein.

            "Note Rate" means, with respect to any Interest Accrual Period,  any
Purchaser's  interest in the Notes,  and a Class of Notes,  the weighted average
during such Interest Accrual Period of:

            (a) except if the Agent shall have  delivered  to the Issuer and the
Servicer a Note Rate Notice and such Note Rate Notice has not been terminated by
the Agent, (i) if such Purchaser funded all or part of its interest in the Notes
through the issuance of commercial  paper, then with respect to such interest in
the Notes or part thereof, the CP Rate plus the applicable Note Rate Spread, and
(ii) if such  Purchaser  funded all or part of its  interest  in the Notes other
than through its issuance of commercial  paper or is not a Committed  Purchaser,
then with respect to such interest in the Notes or part thereof a rate per annum
equal to the Alternate Rate plus the applicable Note Rate Spread, and

            (b) if the Agent shall have delivered to the Issuer and the Servicer
a Note Rate Notice, until the Agent shall have terminated such Note Rate Notice,
the Base Rate plus, for each Class of Notes, 4.00% (plus,  without  duplication,
any Breakage Costs incurred during each such Interest Accrual Period).

            "Note Rate Notice" shall mean a notice delivered by the Agent to the
Issuer and the Servicer, delivered any time during the continuation of a Funding
Termination  Event  (other


                                     - 23 -
<PAGE>

than a Funding  Termination  Event that has occurred  solely by reason of a Cash
Accumulation Event that has occurred prior to the Commitment Expiration Date) or
any time on or after the Facility  Termination  Date (other than if the Facility
Termination  Date  has  occurred  solely  by  reason  of the  occurrence  of the
Commitment Expiration Date), specifying that the Note Rate shall be based on the
Base Rate plus 4.00%.

            "Note Rate Spread" shall mean:

            (a)  prior to  December  29,  2005  (and the  Agent  shall  not have
delivered  a Note Rate  Notice),  for the Class A Notes,  0.80000%,  the Class B
Notes,  1.16525%,  the Class C Notes, 1.50000% and the Class D Notes,  2.00000%;
and

            (b) on and after  December  29,  2005 (and the Agent  shall not have
delivered  a Note Rate  Notice),  the Note Rate  Spread  for each Class of Notes
shall be  increased by 0.50% every six months  commencing  on December 29, 2005;
provided,  that at no time shall the Note Rate  (including the Note Rate Spread)
exceed Base Rate plus 4.00%.

            "Note Register"  shall have the meaning  specified in Section 2.4(a)
of the Indenture.

            "Note Registrar" shall have the meaning  specified in Section 2.4(a)
of the Indenture.

            "Noteholder" shall mean any holder of a Note of any Class.

            "Notes"  shall  mean  collectively,  the Class A Notes,  the Class B
Notes, the Class C Notes and the Class D Notes.

            "Oasis  Lakes  Loan"  shall  mean a loan  which  was  originated  in
connection with a sale of timeshare properties at the Oasis Lakes Resort by Lake
Eve Development.

            "Obligor" shall mean the related obligor under a Timeshare Loan.

            "Officer's  Certificate"  shall  mean a  certificate  executed  by a
Responsible Officer of the applicable party.

            "Opinion of  Counsel"  shall mean a written  opinion of counsel,  in
each case acceptable to the addressees thereof.

            "Optional  Purchase  Limit" shall mean, on any date, an amount equal
to (x) 15% of the then  Aggregate  Initial Loan  Balance less (y) the  aggregate
Loan Balances (as of the related purchase dates or release dates, as applicable)
of all Defaulted Timeshare Loans (a) previously purchased by the Seller pursuant
to the Sale  Agreement or the Purchase  Agreement  and (b)  previously  released
pursuant to Section 4.7(c) of the Indenture.


                                     - 24 -
<PAGE>

            "Optional  Redemption  Date"  shall mean the first date in which the
Aggregate  Outstanding  Note  Balance  is less  than or equal to 10% of the then
Aggregate Initial Note Balance.

            "Optional  Substitution  Limit" shall mean,  on any date,  an amount
equal  to (x) 20% of the  then  Aggregate  Initial  Loan  Balance  less  (y) the
aggregate  Loan  Balances (as of the related  Transfer  Dates) of all  Defaulted
Timeshare Loans  previously  substituted by the Club Originator  pursuant to the
Sale Agreement or the Purchase Agreement

            "Original  Club  Loan"  shall  mean a  Timeshare  Loan for which the
related Obligor and the Club Originator have elected to effect an Upgrade.

            "Originator"  shall  mean  either the Club  Originator  or the Aruba
Originator.

            "Outstanding"  shall mean,  with respect to the Notes and Borrowings
evidenced  thereby,  as of any  date of  determination,  all  Notes  theretofore
authenticated and delivered under the Indenture except:

            (a) Notes theretofore canceled by the Indenture Trustee or delivered
to the Indenture Trustee for cancellation;

            (b)  Notes  or  portions  thereof  for  whose  payment  money in the
necessary amount has been theretofore  irrevocably  deposited with the Indenture
Trustee in trust for the holders of such Notes or previously paid; and

            (c) Notes in exchange  for or in lieu of which other Notes have been
authenticated and delivered  pursuant to the Indenture unless proof satisfactory
to the Indenture  Trustee is presented  that any such Notes are held by a Person
in  whose  hands  the Note is a valid  obligation;  provided,  however,  that in
determining  whether the holders of the requisite  percentage of the Outstanding
Note  Balance  of the Notes  have  given  any  request,  demand,  authorization,
direction,  notice,  consent,  or waiver  under the  Indenture,  Notes  owned by
Bluegreen,  the Depositor, the Issuer or any Affiliate of the foregoing shall be
disregarded  and deemed  not to be  Outstanding,  except  that,  in  determining
whether  the  Indenture  Trustee  shall be  protected  in relying  upon any such
request,  demand,  authorization,  direction,  notice,  consent, or waiver, only
Notes that a Responsible  Officer of the Indenture  Trustee  actually has notice
are so owned shall be so disregarded.

            "Outstanding   Note   Balance"   shall   mean  as  of  any  date  of
determination and Class of Notes, the aggregate amount of Borrowings Outstanding
in respect of such Class; provided,  however, to the extent that for purposes of
consents, approvals, voting or other similar act of the Noteholders under any of
the Transaction Documents,  "Outstanding Note Balance" shall exclude Notes which
are held by Bluegreen, the Depositor or any Affiliates thereof.

            "Owner" shall mean the owner of the Trust Certificate  issued by the
Issuer pursuant to the Trust Agreement, which shall be GSS Holdings, Inc.


                                     - 25 -
<PAGE>

            "Owner  Beneficiary"  shall have the meaning  specified  in the Club
Trust Agreement.

            "Owner  Beneficiary  Agreement"  shall mean the  purchase  agreement
entered into by each obligor and the Developer with respect to the Club Loans.

            "Owner  Beneficiary  Rights" shall have the meaning specified in the
Club Trust Agreement.

            "Owner  Trustee"  shall mean  Wilmington  Trust Company  ("WTC"),  a
Delaware  banking  corporation,  or any  successor  thereof,  acting  not in its
individual capacity but solely as owner trustee under the Trust Agreement.

            "Owner  Trustee  Corporate  Trust  Office"  shall mean Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890.

            "Owner Trustee Fee" shall mean for each Payment Date an amount equal
to the  product  of (i)  one-twelfth  and  (ii)(A)  prior to the  Owner  Trustee
becoming  successor  Administrator,  $6,000.00  and (B) upon the  Owner  Trustee
becoming successor Administrator, $5,000.00.

            "Paying Agent" shall mean any Person  authorized under the Indenture
to make the  distributions  required under Sections 3.4 of the Indenture,  which
such Person initially shall be the Indenture Trustee.

            "Payment  Date" shall mean the fifth day of each month,  or, if such
date is not a Business Day, then the next succeeding Business Day, commencing on
the Initial Payment Date.

            "Payment  Default  Event"  shall have  occurred if (i) each Class of
Notes shall become due and payable  pursuant to paragraph (a) of the  definition
of Event of Default or (ii) each Class of Notes shall  otherwise  become due and
payable  following an Event of Default under the Indenture and the Agent has, in
its good faith judgment,  determined that the value of the assets comprising the
Trust Estate is less than the Aggregate Outstanding Note Balance.

            "Percentage  Interest" shall mean with respect to the Class A Notes,
the  Class B Notes,  the Class C Notes  and the  Class D Notes,  47.0%,  11.50%,
12.50%, and 14.00%, respectively.

            "Permitted  Liens" shall mean (a) with respect to Timeshare Loans in
the Trust Estate, Liens for state,  municipal or other local taxes if such taxes
shall not at the time be due and payable,  (ii) Liens in favor of the  Depositor
and the Issuer created pursuant to the Transaction Documents, and (iii) Liens in
favor of the Trust and the Indenture  Trustee created pursuant to the Indenture;
(b)  with   respect   to  the   related   Timeshare   Property,   materialmen's,
warehousemen's,  mechanic's  and other Liens  arising by operation of law in the
ordinary course of business for sums not due, (ii) Liens for state, municipal or
other local taxes if such taxes shall not at the time be due and payable,  (iii)
Liens in favor of the Depositor pursuant to the Purchase Agreement, and (iv) the
Obligor's  interest in the Timeshare  Property  under the Timeshare Loan


                                     - 26 -
<PAGE>

whether pursuant to the Club Trust Agreement or otherwise;  and (c) with respect
to Timeshare Loans and Related Security in the Trust Estate,  any and all rights
of the  Beneficiaries  referred to in the Club Trust  Agreement  under such Club
Trust Agreement.

            "Person"  means  an   individual,   general   partnership,   limited
partnership, limited liability partnership,  corporation,  business trust, joint
stock company,  limited liability company,  trust,  unincorporated  association,
joint venture, Governmental Authority, or other entity of whatever nature.

            "Placement  Agent"  shall mean BB&T Capital  Markets,  a division of
Scott & Stringfellow, Inc..

            "Portfolio  Loans"  shall mean all assets  serviced by the  Servicer
other than Land  Receivables,  RDI Loans,  Sampler Loans,  Conversion  Loans and
Oasis Lakes Loans.

            "Predecessor Servicer Work Product" shall have the meaning specified
in Section 5.4(b) of the Indenture.

            "Principal Distribution Amount" shall equal for any Payment Date and
Class of Notes, the product of (a) such Class'  Percentage  Interest and (b) the
Aggregate Principal Distribution Amount.

            "Purchase  Agreement"  shall  mean  the  purchase  and  contribution
agreement,  dated as of December 1, 2004,  between the Seller and the  Depositor
pursuant to which the Seller sells,  from time to time,  Timeshare  Loans to the
Depositor.

            "Purchaser"  shall  mean  a  Committed  Purchaser,  a  Non-Committed
Purchaser or a Structured Purchaser, as the context shall require.

            "Purchaser Register" shall have the meaning specified in Section 8.2
of the Note Funding Agreement.

            "Qualified  Hedge  Counterparty"  shall mean (a) Branch  Banking and
Trust Company or an Affiliate  thereof or (b) any financial  institution  with a
short term rating of at least "A-1+" from S&P (or "A-1" if such  institution has
a long term credit  rating of "AA" or higher) and "P-1" from  Moody's or (c) for
existing  Hedge  Agreements  which  may be  novated  with the  Agent's  consent,
Barclays Bank plc, Credit Suisse First Boston LLC and ING Capital LLC.

            "Qualified  Substitute  Timeshare  Loan" shall mean a timeshare loan
(i) that, when aggregated with other Qualified  Substitute Timeshare Loans being
substituted on such Transfer Date, has a Loan Balance,  after application of all
payments  of  principal  due and  received  during  or  prior  to the  month  of
substitution,  not in excess of the Loan  Balance  of the  Timeshare  Loan being
substituted on the related  Transfer  Date,  and (ii) that  complies,  as of the
related Transfer Date, with each of the representations and warranties contained
in the Sale Agreement and the Purchase Agreement,  including that such Qualified
Substitute  Timeshare Loan is an Eligible  Timeshare  Loan, and (iii) the stated
maturity  of such  Qualified  Substitute  Timeshare  Loan is not later  than the
Payment Date in October 2016;  provided that there will be no age requirement if
a


                                     - 27 -
<PAGE>

Qualified  Substitute  Timeshare  Loan is an  Upgrade  Club  Loan  replacing  an
Original Club Loan with the same Obligor.

            "Rating  Agency"  shall  mean (A) any  rating  agency  that,  at the
request of the Servicer, the Issuer or the Agent, shall provide a rating for any
Class of Notes (it being the intent  that none of the  foregoing  parties  shall
seek a rating for the benefit of the Committed  Purchasers  and that any ratings
requested  shall be paid for by the Agent) or (B) in the case of the calculation
of clause (ii) of the  definition  of  Borrowing  Base  Percentage,  each rating
agency  for which a special  request  has been  made as to  required  percentage
credit enhancement or each rating agency which shall have provided a rating in a
recent  securitization  of timeshare loans originated by Bluegreen or one of its
Affiliates.  If the Rating  Agency is S&P,  all notices  shall be  delivered  to
Standard & Poor's,  a division  of The  McGraw-Hill  Companies,  Inc.,  55 Water
Street, 41st Floor, New York, New York 10041-0003, Attention: ABS Surveillance.

            "RCI" shall mean Resorts Condominium International,  Inc. (or one of
its wholly owned subsidiaries).

            "RDI Loan" shall mean a Portfolio Loan originated by RDI Group, Inc.
or one of its Affiliates (other than Bluegreen).

            "Receivables"  means the payments  required to be made pursuant to a
Timeshare Loan.

            "Receivables Collateral" shall have the meaning specified in Section
3 of the Sale Agreement.

            "Record  Date" shall mean,  with  respect to any Payment  Date,  the
close of business on the last  Business  Day of the calendar  month  immediately
preceding the month such Payment Date occurs.

            "Redemption  Date" shall mean with respect to the  redemption of the
Notes on or after the  Optional  Redemption  Date,  the date fixed  pursuant  to
Section 14.1 of the Indenture.

            "Redemption  Price" shall mean, with respect to each Class of Notes,
the sum of the  Outstanding  Note Balance of such Class of Notes,  together with
interest  accrued  thereon at the  applicable  Note Rate up to and including the
Redemption Date.

            "Related  Security"  shall mean with respect to any Timeshare  Loan,
(i) all of the Issuer's  interest in the Timeshare  Property arising under or in
connection with the related Mortgage,  Owner Beneficiary Rights, Vacation Points
and the related Timeshare Loan Files, (ii) all other security interests or liens
and property  subject  thereto from time to time purporting to secure payment of
such  Timeshare  Loan,  together with all mortgages,  assignments  and financing
statements  signed by the Club  Trustee on behalf of an Obligor  describing  any
collateral  securing such Timeshare Loan,  (iii) all  guarantees,  insurance and
other  agreements  or  arrangements  of  whatever  character  from  time to time
supporting  or  securing  payment  of such  Timeshare  Loan,  and (iv) all other
security and books, records and computer tapes relating to the foregoing.


                                     - 28 -
<PAGE>

            "Repurchase  Price" shall mean with respect to any Timeshare Loan to
be  purchased  by the Seller  pursuant  to the Sale  Agreement  or the  Purchase
Agreement,  an amount equal to the Loan Balance of such Timeshare Loan as of the
date of such  purchase  or  repurchase,  together  with all  accrued  and unpaid
interest on such Timeshare  Loan at the related  Timeshare Loan Rate to, but not
including, the due date in the then current Due Period.

            "Request  for  Release"  shall be a request for release of Timeshare
Loan Documents in the form required by the Custodial Agreement.

            "Required  Hedge  Amount" shall mean for any Funding Date, an amount
equal to the product of (x) the Borrowing Base  Percentage and (y) the aggregate
Loan Balance of Timeshare Loans related to the Borrowing on such Funding Date.

            "Required  Payments"  shall mean each of the items  described in (i)
through (xvi) of Section 3.4 of the Indenture.

            "Required   Purchasers"   shall  mean,   at  any  time,   Purchasers
representing 66-2/3% of the sum of the Outstanding Note Balance of Non-Committed
Purchasers and the Commitments of the Committed Purchasers;  provided,  however,
with respect to items  specifically  reserved for  Committed  Purchasers  or the
Structured  Purchaser in the Note Funding Agreement,  Required  Purchasers shall
mean  66-2/3%  of  the  Committed   Purchasers  or  the  Structured   Purchaser,
respectively.

            "Requirements of Law" shall mean, as to any Person,  the certificate
of incorporation and by-laws or other  organizational or governing  documents of
such Person, and any law, treaty, rule or regulation,  determination or order of
an  arbitrator  or a  court  or  other  Governmental  Authority,  in  each  case
applicable  to or binding  upon such  Person or any of its  property or to which
such Person or any of its property is subject.

            "Reservation  System":  The reservation  system utilized by the Club
and owned and managed by the Club Managing Entity or the services  contracted by
the Club Managing Entity with a third party.

            "Residual  Interest  Certificate"  shall mean the certificate issued
under the Trust Agreement,  which represents the economic  residual  interest of
the Trust formed thereunder.

            "Residual  Interest  Owner"  shall  mean the  owner of the  Residual
Interest Certificate issued by the Issuer pursuant to the Trust Agreement, which
shall initially be the Depositor.

            "Resort"  shall mean,  as the context shall  require,  the resort at
which the Timeshare Property related to a Timeshare Loan is located.

            "Resort   Interests"  shall  mean  as  defined  in  the  Club  Trust
Agreement.

            "Responsible  Officer"  shall mean (a) when used with respect to the
Owner  Trustee or the  Indenture  Trustee,  any  officer  assigned  to the Owner
Trustee  Corporate  Trust


                                     - 29 -
<PAGE>

Office or the  Corporate  Trust  Office,  respectively,  including  any Managing
Director,  Vice  President,  Assistant  Vice  President,   Secretary,  Assistant
Secretary,  Assistant  Treasurer,  any trust  officer or any other  officer such
Person customarily performing functions similar to those performed by any of the
above designated  officers,  and also, with respect to a particular  matter, any
other  officer  to whom  such  matter  is  referred  because  of such  officer's
knowledge of and  familiarity  with the particular  subject;  (b) when used with
respect to the Servicer,  the Chief  Financial  Officer,  a Vice  President,  an
Assistant Vice President,  the Chief Accounting  Officer or the Secretary of the
Servicer;  and (c) with respect to any other Person,  the chairman of the board,
chief financial  officer,  the president,  a vice president,  the treasurer,  an
assistant  treasurer,  the secretary,  an assistant  secretary,  the controller,
general partner, trustee or the manager of such Person.

            "S&P" shall mean  Standard & Poor's,  a division of The  McGraw-Hill
Companies, Inc.

            "Sale Agreement" shall mean that certain Sale Agreement, dated as of
December 1, 2004,  between the  Depositor  and the Issuer  pursuant to which the
Depositor sells Timeshare Loans, from time to time, to the Issuer.

            "Sampler  Loan"  shall  mean  a  loan  originated  by  Bluegreen  in
connection with Bluegreen's Sampler or Sampler Plus programs.

            "Schedule of Timeshare Loans" shall mean the list of Timeshare Loans
delivered  pursuant  to the Sale  Agreement,  as  amended  from  time to time to
reflect  repurchases,  substitutions,  and Qualified  Substitute Timeshare Loans
conveyed pursuant to the terms of the Indenture,  which list shall set forth the
following  information  with  respect to each  Timeshare  Loan as of the related
Cut-Off Date, as applicable, in numbered columns:

            1     Name of Obligor

            2     Condo Ref/Loan Number

            3     Interest Rate Per Annum

            4     Date of Origin

            5     Maturity

            6     Sales Price

            7     Monthly Payment

            8     Original Loan Balance

            9     Original Term

            10    Outstanding Loan Balance

            11    Down Payment

            12    First payment date

            If the Schedule of Timeshare Loans is provided in electronic format,
it shall be  substantially  in the form of Exhibit E to the Custodial  Agreement
(which, in any event, shall contain all the information specified above.

            "Securities Act" shall mean the Securities Act of 1933, as amended.


                                     - 30 -
<PAGE>

            "Seller" shall mean Bluegreen.

            "Sequential  Pay Event" shall mean either a Payment Default Event or
a Trust Liquidation Event.

            "Servicer"  shall mean  Bluegreen in its capacity as servicer  under
the Indenture,  the Backup Servicing Agreement and the Custodial Agreement,  and
its permitted successors and assigns.

            "Servicer  Event of Default" shall mean the occurrence of any of the
following:

            (a) any  failure  by the  Servicer  to make  any  required  payment,
transfer or deposit when due as required by the Indenture and the continuance of
such default for a period of two (2) Business Days;

            (b) any  failure by the  Servicer  to provide  any  required  report
within three (3)  Business  Days of when such report is required to be delivered
pursuant to the Indenture;  provided,  however, that the period within which the
Servicer  shall  deliver such reports shall be extended to such longer period as
is appropriate in the event of a Force Majeure Delay;  provided,  further,  that
such longer period shall not exceed ten (10) Business Days.

            (c) any  failure  by the  Servicer  to  observe  or  perform  in any
material  respect any other covenant or agreement  which has a material  adverse
effect on the  Noteholders  and such failure is not remedied within 30 days (or,
if the Servicer shall have provided  evidence  satisfactory to the Agent, in its
sole discretion,  (1) that such breach cannot be cured in the 30-day period, (2)
that such breach can be cured within an additional 30-day period and (3) that it
is  diligently  pursuing  a cure,  then 60 days),  after the  earlier of (x) the
Servicer first acquiring  Knowledge  thereof and (y) the Indenture  Trustee's or
Agent's giving written notice thereof to the Servicer;  provided,  however, that
if such  default or breach is in respect  of a  covenant  that  cannot be cured,
there shall be no grace period whatsoever; or

            (d) any  representation  or  warranty  made by the  Servicer  in the
Indenture  shall prove to be incorrect  in any  material  respect as of the time
when the same shall have been made,  and such breach is not  remedied  within 30
days (or, if the  Servicer  shall have  provided  evidence  satisfactory  to the
Agent,  in its sole  discretion,  (1) that  such  breach  cannot be cured in the
30-day  period,  (2) that such breach can be cured within an  additional  30-day
period and (3) that it is  diligently  pursuing a cure,  then 60 days) after the
earlier  of (x) the  Servicer  first  acquiring  Knowledge  thereof  and (y) the
Indenture  Trustee's or Agent's  giving  written notice thereof to the Servicer;
provided,  however,  that if such  breach is in respect of a  representation  or
warranty that cannot be cured, there shall be no grace period whatsoever; or

            (e) the entry by a court having competent jurisdiction in respect of
the  Servicer of (i) a decree or order for relief in respect of the  Servicer in
an  involuntary  case or  proceeding  under  any  applicable  federal  or  state
bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or
order  adjudging  the  Servicer  as a bankrupt or  insolvent,  or  approving  as
properly filed a petition seeking reorganization,  arrangement,  adjustment,  or
composition  of or in respect of the Servicer  under any  applicable  federal or
state law, or


                                     - 31 -
<PAGE>

appointing a custodian, receiver,  liquidator,  assignee, trustee, sequestrator,
or other similar  official of the Servicer,  or of any  substantial  part of its
property,  or ordering the winding up or  liquidation  of its  affairs,  and the
continuance  of any such decree or order for relief or any such other  decree or
order unstayed and in effect for a period of 60 consecutive days;

            (f)  the  commencement  by  the  Servicer  of a  voluntary  case  or
proceeding  under  any  applicable  federal  or  state  bankruptcy,  insolvency,
reorganization,  or other  similar law or of any other case or  proceeding to be
adjudicated as a bankrupt or insolvent, or the consent by either to the entry of
a decree or order for relief in respect of the Servicer in an  involuntary  case
or proceeding  under any  applicable  federal or state  bankruptcy,  insolvency,
reorganization, or other similar law or to the commencement of any bankruptcy or
insolvency  case or proceeding  against it, or the filing by it of a petition or
answer or consent seeking  reorganization or relief under any applicable federal
or state law,  or the  consent by it to the  filing of such  petition  or to the
appointment  of or  taking  possession  by a  custodian,  receiver,  liquidator,
assignee, trustee,  sequestrator,  or similar official of the Servicer or of any
substantial  part of its property,  or the making by it of an assignment for the
benefit of creditors,  or the Servicer's  failure to pay its debts  generally as
they  become  due,  or  the  taking  of  corporate  action  by the  Servicer  in
furtherance of any such action;

            (g) a  Cash  Accumulation  Event  that  remains  uncured  for  three
consecutive Determination Dates;

            (h) so long as the Servicer is the Club  Originator,  any failure of
the Club  Originator to comply with its repurchase or  substitution  obligations
specified in the Sale Agreement within the time periods specified therein;

            (i) any  default  of a  payment  obligation  under  any  other  loan
facility,  debt instrument or any similar financing  arrangement (such facility,
instrument  or  financing  arrangement  to be an  obligation  in  excess of five
percent (5%) of the Servicer's Tangible Net Worth) of the Servicer or any "event
of default",  "early  amortization  event" or similar event under any indenture,
facility  or  agreement  to which the  Servicer  is a party and the lapse of all
relevant grace periods  thereunder if the effect of the default is to cause,  or
permit  the  holders  of such  obligation  to cause,  such loan  facility,  debt
instrument or any similar financing arrangement to become due and payable;

            (j) there shall have  occurred  any material  adverse  change in the
operations of the Servicer since the Closing Date, or any other event shall have
occurred which  materially  adversely  affects the Servicer's  ability to either
service the Timeshare Loans or to perform under the Indenture;

            (k) a  default  or breach  shall  occur  under any other  agreement,
document or instrument to which the Servicer is a party or by which the Servicer
or its  property is bound that is not cured within any  applicable  grace period
therefor,  and such  default  or breach  (i)  involves  the  failure to make any
payment  when due in respect of any  Indebtedness  of the  Servicer in excess of
five  percent (5%) of the  Servicer's  Tangible  Net Worth,  or (ii) causes,  or
permits  any  holder  of such  Indebtedness  or a  trustee  or agent  to  cause,
Indebtedness  or a  portion  thereof  in


                                     - 32 -
<PAGE>

excess of five percent (5%) of the  Servicer's  Tangible Net Worth to become due
prior  to its  stated  maturity  or prior to its  regularly  scheduled  dates of
payment,  regardless  of  whether  such  default  is  waived,  or such  right is
exercised, by such holder, trustee or agent;

            (l) the Servicer  (excluding the Backup  Servicer)  ceases to own at
least 100% of the Depositor; or

            (m) any failure by the  Servicer to satisfy the  Servicer  Financial
Covenants.

            "Servicer  Financial  Covenants"  shall be  satisfied on any date of
determination  if each of following  is true:  (a) at the end of the most recent
quarter, the Servicer shall have Tangible Net Worth at least equal to 80% of its
Tangible Net Worth at December 31, 2003 plus 80% of any increase in Tangible Net
Worth thereafter;  (b) at the end of the most recent quarter, the Servicer shall
have a Leverage  Ratio of no greater  than 3:1;  and (c) at the most recent Test
Date, the average  Delinquency  Level (Portfolio) for the last six Test Dates is
less than or equal to 9% and the average Default Level  (Portfolio) for the last
12 Test Dates is less than or equal to 11%.

            "Servicer   Termination   Costs"   shall   mean  any   extraordinary
out-of-pocket  expenses  incurred by the Indenture  Trustee  associated with the
transfer of servicing.

            "Servicing  Fee" shall mean for any  Payment  Date,  the  product of
(i)(A) if Bluegreen or an affiliate  thereof is Servicer,  one-twelfth  of 1.50%
and (B) if the  Indenture  Trustee is the  successor  Servicer,  one-twelfth  of
1.55%,  and (ii) the  Aggregate  Loan Balance as of the first day of the related
Due Period; provided that if the Indenture Trustee is the successor Servicer, it
shall,  after  payment of the Backup  Servicing  Fee,  be  entitled to a minimum
monthly payment of $5,500.00.

            "Servicing  Officer"  shall  mean  those  officers  of the  Servicer
involved  in, or  responsible  for,  the  administration  and  servicing  of the
Timeshare  Loans, as identified on the list of Servicing  Officers  furnished by
the Servicer to the Indenture Trustee and the Noteholders from time to time.

            "Servicing  Standard"  shall mean,  with respect to the Servicer and
the Backup Servicer a servicing standard which complies with applicable law, the
terms of the Transaction Documents,  the terms of the respective Timeshare Loans
and,  to the  extent  consistent  with the  foregoing,  in  accordance  with the
customary standard of prudent servicers of loans secured by timeshare  interests
similar to the  Timeshare  Properties,  but in no event lower than the standards
employed by it when servicing  loans for its own account or other third parties,
but, in any case,  without regard for (i) any relationship that it or any of its
Affiliates  may have with the  related  Obligor,  and (ii) its right to  receive
compensation  for its  services  under  the  Indenture  or with  respect  to any
particular transaction.

            "Similar  Law" shall mean the  prohibited  transaction  rules  under
ERISA or section  4975 of the Code or any  substantially  similar  provision  of
federal, state or local law.

            "Stated  Maturity"  shall mean the Payment Date occurring in October
2017.


                                     - 33 -
<PAGE>

            "Statutory  Trust Statute" shall mean the Delaware  Statutory  Trust
Act,  Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801, et seq.,
as the same may be amended from time to time.

            "Structured  Hedge  Agreements"  shall  mean any  financial  futures
contract, option, forward contract,  warrant, swap, swaption, collar, floor, cap
and other  agreement,  instrument  and derivative  and other  transactions  of a
similar nature (whether currency linked,  rate linked,  index linked,  insurance
risk linked,  credit risk linked or  otherwise)  entered into by the  Structured
Purchaser with the consent of the Agent.

            "Structured  Purchaser" shall mean Legacy Capital Company, LLC or an
Eligible Lender.

            "Subordinated   Indebtedness"   shall   mean  as  of  any   date  of
determination (A) the current  outstanding  balance of indebtedness of Bluegreen
which is denoted in Bluegreen's  audited  financial  statements in effect on the
Closing Date as "8.25% convertible  subordinated debentures" that is outstanding
on the Closing Date plus (B) any subordinated  indebtedness  thereafter approved
as such by the Agent for purposes of the  calculation of the Servicer  Financial
Covenants.

            "Subsequent  Cut-Off  Date" shall mean with  respect to any Transfer
Date,  (i) the close of business  on the last day of the Due Period  immediately
preceding such Transfer Date or (ii) such other date designated by the Servicer.

            "Subsequent Funding Date" shall mean any Funding Date other than the
Initial Funding Date.

            "Subsidiary"   shall  mean,   with   respect  to  any  Person,   any
corporation,  partnership  or other  entity of which at least a majority  of the
securities or other ownership  interests having by the terms of thereof ordinary
voting  power to elect a majority  of the board of  directors  or other  persons
performing  similar functions of such  corporation,  partnership or other entity
(irrespective  of  whether  or not at the time  securities  or  other  ownership
interests  of any other  class or classes of such  corporation,  partnership  or
other entity shall have or might have voting power by reason of the happening of
any  contingency)  is at the time directly or indirectly  owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person.

            "Substitution  Shortfall  Amount"  shall  mean with  respect  to any
Transfer  Date, an amount equal to the excess of the aggregate  Loan Balances of
the  substituted  Timeshare  Loans  over  the  aggregate  Loan  Balances  of the
Qualified Substitute Timeshare Loans.

            "Takeout Financing" shall mean any securitization or other financing
of the assets securing the Notes.

            "Tangible  Net  Worth"  shall  mean  Consolidated  Net  Worth  minus
Intangible Assets plus Subordinated Indebtedness.


                                     - 34 -
<PAGE>

            "Test Date" shall mean the last Business Day of the second  calendar
month preceding a Payment Date.

            "Timeshare Declaration" shall mean the declaration or other document
recorded in the real estate records of the applicable municipality or government
office where a Resort is located for the purpose of creating and  governing  the
rights of owners of Timeshare Properties related thereto, as it may be in effect
from time to time.

            "Timeshare  Loan" shall mean a Club Loan,  Aruba Loan or a Qualified
Substitute Timeshare Loan, subject to the lien of the Indenture.  As used in the
Transaction  Documents,  the term  "Timeshare  Loan"  shall  include the related
Mortgage  Note,  Mortgage,  the Finance  Agreement  and other  Related  Security
contained in the related Timeshare Loan Documents.

            "Timeshare  Loan  Acquisition  Price" shall mean with respect to any
Timeshare  Loan, an amount equal to the Loan Balance of such Timeshare Loan plus
accrued and unpaid  interest  thereon up to and  including  the related  Cut-Off
Date.

            "Timeshare Loan Documents" shall mean with respect to each Timeshare
Loan and each Obligor,  the related (i) Timeshare Loan Files, and (ii) Timeshare
Loan Servicing Files.

            "Timeshare Loan File  Deficiency"  shall mean any Timeshare Loan for
which the related  Timeshare  Loan File does not contain any of (i) the original
recorded Mortgage, (ii) the original recorded Assignments of Mortgage (which may
be a part of a blanket  assignment  of more  than one Club  Loan),  showing  the
assignment  of  such  Club  Loan  from  the  Club  Originator,  along  with  any
intervening  assignments,  to the Indenture  Trustee,  or (iii) a final original
lender's title insurance policy showing no exceptions to coverage.

            "Timeshare Loan File Deficiency Excluded Balance" shall mean for any
date of  determination  and for all  Timeshare  Loans  related to a  Custodian's
Certification  that is (i) between 90 days and 179 days old, the amount by which
(A)  the  aggregate  Loan  Balance  of  all  Timeshare  Loans  related  to  such
Custodian's  Certification  that have a Timeshare Loan File Deficiency,  exceeds
(B) the product of 25% and the  aggregate  Loan Balance of all  Timeshare  Loans
related to the  Custodian's  Certification  that is between 90 days and 179 days
old, and (ii) 180 or more days old, the aggregate  Loan Balance of all Timeshare
Loans related to such Custodian's  Certification that have a Timeshare Loan File
Deficiency, if any.

            "Timeshare Loan Files" shall mean, with respect to a Timeshare Loan,
all documents related to such Timeshare Loan, including:

            1.    with  respect to a Club Loan  (other than an Aruba Club Loan),
                  the original  Mortgage Note executed by the Obligor,  endorsed
                  either as (i) "Pay to the order of ________, without recourse,
                  representation  or warranty"  (either directly on the Mortgage
                  Note or on an allonge placed with such Mortgage  Note),  by an
                  Authorized  Officer of the Club  Originator  (such  Authorized
                  Officer's  signature  may be  computer  generated),  or (ii) a
                  chain  of  endorsement  as  follows:  "Pay  to  the  order  of
                  Bluegreen   Receivables   Finance   Corporation   IX,  without
                  recourse,  representation  or warranty",


                                     - 35 -
<PAGE>

                  "Pay  to the  order  of BXG  Receivables  Note  Trust  2004-C,
                  without recourse,  representation or warranty" and "Pay to the
                  order of U.S. Bank National Association, as Indenture Trustee,
                  without   recourse,   representation  or  warranty  except  as
                  provided  in the  Indenture  dated  as of  December  1,  2004"
                  (either  directly on the Mortgage Note or on an allonge placed
                  with such Mortgage Note), by an Authorized Officer of the Club
                  Originator,  the  Depositor  and the Issuer  (such  Authorized
                  Officer's signature may be computer  generated),  respectively
                  (in the case of both clauses (i) and (ii) above, together with
                  a complete  chain of  endorsements  from the original payee to
                  the Club Originator, if applicable);

            2.    with  respect to a Club Loan  (other than an Aruba Club Loan),
                  (i) an original  Mortgage with evidence that such Mortgage has
                  been recorded in the appropriate  recording  office or (ii) if
                  such Mortgage has not yet been returned to the Club Originator
                  by  such  recording  office,  a  photocopy  of the  unrecorded
                  Mortgage  that has been  delivered  to such  recording  office
                  (with  evidence that such  Mortgage has been  delivered to the
                  appropriate recording office for recording,);

            3.    with  respect to a Club Loan  (other than an Aruba Club Loan),
                  (i) original recorded  Assignments of Mortgage (which may be a
                  part of a  blanket  assignment  of more  than one Club  Loan),
                  showing  the  assignment  of such  Club  Loan  from  the  Club
                  Originator,  along with any  intervening  assignments,  to the
                  Indenture  Trustee,  or (ii) if such  Assignments  of Mortgage
                  have  not yet been  returned  to the  Club  Originator  by the
                  related  recording  office,  a  photocopy  of  the  unrecorded
                  Assignments  of  Mortgage  that  have been  delivered  to such
                  recording office (which may be a part of a blanket  assignment
                  of more than one Club Loan),  showing the  assignment  of such
                  Club Loan from the Club Originator, along with any intervening
                  assignments,  to the Indenture  Trustee (with evidence (a copy
                  of (A) the Federal  Express (or similar  service)  receipt and
                  (B) the check made payable to the applicable recording office,
                  being  sufficient  evidence) that such Assignments of Mortgage
                  have been delivered to the  appropriate  recording  office for
                  recording),  or (iii) if the related Mortgage has not yet been
                  returned  to  the  Club   Originator  such  that  the  related
                  Assignments  of Mortgage  can not yet be filed,  (A)  evidence
                  that that such Mortgage has been delivered to the  appropriate
                  recording  office for recordation (the evidence in paragraph 2
                  above being  sufficient)  and (B)  Assignments  of Mortgage in
                  recordable   form   (other   than   the   Mortgage   recording
                  information)  executed  by an  Authorized  Officer of the Club
                  Originator (which may be by facsimile  signature)  showing the
                  assignment of such Club Loan from the Club  Originator,  along
                  with any intervening assignments, to the Indenture Trustee;


                                     - 36 -
<PAGE>

            4.    with respect to a Club Loan, the UCC financing  statement,  if
                  any,  evidencing that the security interest granted under such
                  Timeshare  Loan, if any, has been perfected  under  applicable
                  state law;

            5.    with  respect to a Club Loan  (other than an Aruba Club Loan),
                  (i) a copy of any recorded  warranty deed  transferring  legal
                  title to the related  Timeshare  Property to the Club Trustee,
                  or  (ii) if  such  recorded  warranty  deed  has not yet  been
                  returned  to the Club  Originator,  a copy of a warranty  deed
                  sent for recording;

            6.    with  respect to a Club Loan  (other than an Aruba Club Loan),
                  either (i) a final original  lender's title  insurance  policy
                  showing  no   exceptions   to   coverage  or  (ii)  a  binding
                  unconditional  commitment  to issue a title  insurance  policy
                  showing  no  exceptions  to  coverage  (which may be a blanket
                  commitment),  in all cases referencing such Timeshare Loan and
                  insuring  Bluegreen  Corporation  and  its  successors  and/or
                  assigns;

            7.    the original of any related  assignment  or  guarantee  or, if
                  such original is unavailable,  a copy thereof  certified by an
                  Authorized  Officer  of the Club  Originator  to be a true and
                  correct copy, current and historical computerized data files;

            8.    the original of any  assumption  agreement or any  refinancing
                  agreement;

            9.    all related owner beneficiary agreements, finance applications
                  (including related Finance  Agreements,  if applicable),  sale
                  and escrow  documents  executed  and  delivered by the related
                  Obligor with respect to the purchase of a Timeshare Property;

            10.   all other papers and records of whatever kind or  description,
                  whether  developed or  originated  by an Originator or another
                  Person,  required to document,  service or enforce a Timeshare
                  Loan; and

            11.   any   additional    amendments,    supplements,    extensions,
                  modifications or waiver agreements required to be added to the
                  Timeshare  Loans Files pursuant to the  Indenture,  the Credit
                  Policy or the other Transaction Documents, if any.

            "Timeshare Loan Rate" shall mean with respect to any Timeshare Loan,
the specified coupon rate thereon.

            "Timeshare  Loan  Servicing  Files"  shall mean with respect to each
Timeshare  Loan and each  Obligor,  the  portion  of the  Timeshare  Loan  Files
necessary  for the Servicer to service such  Timeshare  Loan  including  but not
limited to (i) the original  truth-in-lending  disclosure  statement executed by
such Obligor, as applicable,  (ii) all writings pursuant to which such Timeshare
Loan arises or which  evidences  such  Timeshare  Loan and not  delivered to the
Custodian,  (iii) all papers and computerized records customarily  maintained by
the Servicer in


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<PAGE>

servicing  timeshare loans  comparable to the Timeshare Loans in accordance with
the Servicing  Standard and (iv) each Timeshare  Program  Consumer  Document and
Timeshare Program Governing Document Declaration, if applicable,  related to the
applicable Timeshare Property.

            "Timeshare  Program"  shall  mean the  program  under  which  (1) an
Obligor  has  purchased a Timeshare  Property  and (2) an Obligor  shares in the
expenses associated with the operation and management of such program.

            "Timeshare  Program  Consumer  Documents" shall mean, as applicable,
the Owner Beneficiary  Agreement,  Finance Agreement,  Mortgage Note,  Mortgage,
credit   disclosures,   rescission  right  notices,   final  subdivision  public
reports/prospectuses/public  offering statements, the Timeshare Project exchange
affiliation agreement and other documents, disclosures and advertising materials
used or to be used by an  Originator  in  connection  with the sale of Timeshare
Properties.

            "Timeshare  Program Governing  Documents" shall mean the articles of
organization or articles of  incorporation  of each  Association,  the rules and
regulations  of each  Association,  the Timeshare  Program  management  contract
between each Association and a management company,  and any subsidy agreement by
which an  Originator  is obligated to  subsidize  shortfalls  in the budget of a
Timeshare  Program  in lieu of paying  assessments,  as they may be from time to
time in effect and all amendments,  modifications and restatements of any of the
foregoing.

            "Timeshare Projects" shall mean the part of the Resorts described in
Exhibit C to the Sale Agreement related to any Timeshare Loan.

            "Timeshare  Property"  shall mean (i) with respect to a Club Loan, a
fractional  fee simple  timeshare  interest in a Unit in a Resort  entitling the
related Obligor to the use and occupancy of a Unit at the Resort for a specified
period of time each year or every other year in perpetuity and (ii) with respect
to an Aruba Loan,  shares in the related  Association  at the La Cabana  Beach &
Racquet Club in Aruba  entitling the related Obligor to the use and occupancy of
a fixed Unit at such Resort for a fixed  period of time each year or every other
year for the duration of the long-term lease of such resort.

            "Total  Liabilities"  shall mean the Indebtedness of Bluegreen which
is denoted in Bluegreen's audited financial statements as "Total Liabilities" as
filed  with the  Securities  and  Exchange  Commission  from time to time and in
accordance with GAAP.

            "Transaction  Documents"  shall  mean the  Indenture,  the  Purchase
Agreement,  the Sale  Agreement,  the Lockbox  Agreement,  the Backup  Servicing
Agreement,  the  Administration  Agreement,  the Custodial  Agreement,  the Note
Funding  Agreement,  the Fee  Letter,  and all other  agreements,  documents  or
instruments delivered in connection with the transactions contemplated thereby.

            "Transfer  Date" shall mean with  respect to a Qualified  Substitute
Timeshare  Loan, the date on which the Seller  substitutes one or more Timeshare
Loan in accordance with Section 4.6 of the Indenture.


                                     - 38 -
<PAGE>

            "Treasury Regulations" shall mean the regulations, included proposed
or  temporary  regulations,  promulgated  under the Code.  References  herein to
specific provisions of proposed or temporary regulations shall include analogous
provisions  of  final   Treasury   Regulations  or  other   successor   Treasury
Regulations.

            "Trust" shall mean the Issuer.

            "Trust Accounts" shall mean collectively,  the Lockbox Account,  the
Collection Account and the General Reserve Account.

            "Trust Agreement" shall mean the Trust Agreement,  dated November 2,
2004, by and among Bluegreen  Receivables  Finance Corporation IX, GSS Holdings,
Inc. and Wilmington Trust Company.

            "Trust  Certificate"  shall mean the  certificate  issued  under the
Trust  Agreement,  which represents the sole equity interest in the Trust formed
thereunder.

            "Trust  Company"  shall  have the  meaning  specified  in the  Trust
Agreement.

            "Trust  Estate"  shall have the meaning  specified  in the  Granting
Clause of the Indenture.

            "Trust Estate Liquidation Event" shall have the meaning specified in
Section 6.6(b) of the Indenture.

            "Trust  Paying  Agent"  shall have the meaning  specified in Section
3.13 of the Trust Agreement.

            "UCC" shall mean the Uniform Commercial Code as from time to time in
affect in the applicable jurisdiction or jurisdictions.

            "Unit(s)":  One individual air-space condominium unit, cabin, villa,
cottage or townhome within a Resort,  together with all furniture,  fixtures and
furnishings  therein, and together with any and all interests in common elements
appurtenant  thereto,  as provided in the related  Timeshare  Program  Governing
Documents.

            "Upgrade"  shall  mean the  process  in which the an  Obligor  of an
Original  Club Loan elects to (a)(i)  reconvey the existing  Club Property for a
new Club  Property  and (ii)  cancels the  Original  Club Loan in exchange for a
Upgrade Club Loan secured by such new Club Property or (b)(i) acquire additional
Club Property and (ii) cancels the Original Club Loan in exchange for an Upgrade
Club Loan from the Club Originator secured by the existing Club Property and the
additional Club Property.

            "Upgrade Club Loan" shall mean the new timeshare loan  originated by
the Club Originator in connection with an Upgrade.

            "Vacation Points" shall have the meaning specified in the Club Trust
Agreement.


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