Execution Copy

                                                                  EXHIBIT 10.112

                              AMENDED AND RESTATED

                             NOTE PURCHASE AGREEMENT

                           Dated as of April 17, 2002

                                      among

                        BXG RECEIVABLES NOTE TRUST 2001-A
                                   as Issuer,

                              BLUEGREEN CORPORATION
                             as Seller and Servicer,

                   BLUEGREEN RECEIVABLES FINANCE CORPORATION V
                                  as Depositor,

                         THE PURCHASERS PARTIES HERETO,
                                       and

                                ING CAPITAL LLC,
                                    as Agent

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

                                   Relating to
                        BXG RECEIVABLES NOTE TRUST 2001-A
                        Asset Backed Notes, Series 2001-A

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


<PAGE>

                                TABLE OF CONTENTS
                                                                            Page

SECTION I. DEFINITIONS........................................................1
         Section 1.1.     Definitions.........................................1
         Section 1.2.     Other Definitional Provisions.......................9

SECTION II. AMOUNT AND TERMS OF COMMITMENTS...................................9
         Section 2.1.     Purchases...........................................9
         Section 2.2.     Reductions and Extensions of Commitments...........11
         Section 2.3.     Fees, Expenses, Payments, Etc......................12
         Section 2.4.     Indemnification....................................13
         Section 2.5.     Amortization Events................................15
         Section 2.6.     Notification of Note Interest Rate.................15

SECTION III. CONDITIONS PRECEDENT............................................16
         Section 3.1.     Condition to Initial Purchase......................16
         Section 3.2.     Condition to Borrowings............................18

SECTION IV. REPRESENTATIONS AND WARRANTIES...................................18
         Section 4.1.     Representations and Warranties of Bluegreen........18
         Section 4.2.     Representations and Warranties of the Issuer.......21
         Section 4.3.     Representations and Warranties of the Depositor....23

SECTION V. COVENANTS.........................................................25
         Section 5.1.     Covenants..........................................25

SECTION VI. INCREASED COSTS, INCREASED CAPITAL, ETC..........................30
         Section 6.1.     Increased Costs....................................30
         Section 6.2.     Increased Capital..................................31
         Section 6.3.     Taxes..............................................31
         Section 6.4.     Nonrecourse Obligations; Limited Recourse..........33

SECTION VII. THE AGENT.......................................................34
         Section 7.1.     Appointment........................................34
         Section 7.2.     Delegation of Duties...............................34
         Section 7.3.     Exculpatory Provisions.............................35
         Section 7.4.     Reliance by Agent..................................35
         Section 7.5.     Notices............................................35
         Section 7.6.     Non-Reliance on Agent and Other Purchasers.........35
         Section 7.7.     Indemnification....................................36
         Section 7.8.     Agent in Its Individual Capacities.................36
         Section 7.9.     Successor Agent....................................37

SECTION VIII. SECURITIES LAWS; TRANSFERS.....................................37
         Section 8.1.     Transfers of Notes.................................37


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<PAGE>

SECTION IX MISCELLANEOUS.....................................................41
         Section 9.1.     Amendments and Waivers.............................41
         Section 9.2.     Notices............................................41
         Section 9.3.     No Waiver; Cumulative Remedies.....................42
         Section 9.4.     Successors and Assigns.............................43
         Section 9.5.     Counterparts.......................................43
         Section 9.6.     Severability.......................................43
         Section 9.7.     Integration........................................43
         Section 9.8.     Governing Law......................................43
         Section 9.9.     Termination........................................43
         Section 9.10.    Limited Recourse; No Proceedings...................43
         Section 9.11.    Survival of Representations and Warranties.........44
         Section 9.12.    Submission to Jurisdiction; Waivers................44
         Section 9.13.    Waivers Of Jury Trial..............................45
         Section 9.14.    Limitation of Liability of Owner Trustee...........45

                                LIST OF EXHIBITS

EXHIBIT A         .........Form of Investment Letter
EXHIBIT B         .........Form of Joinder Supplement
EXHIBIT C         .........Form of Transfer Supplement


                                      -ii-
<PAGE>


     This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of April 17,
2002, by and among BXG RECEIVABLES NOTE TRUST 2001-A, a Delaware business trust
(the "Issuer"), BLUEGREEN CORPORATION, a Massachusetts corporation
("Bluegreen"), BLUEGREEN RECEIVABLES FINANCE CORPORATION V, a Delaware
corporation (the "Depositor"), the PURCHASERS from time to time parties hereto
(collectively, the "Purchasers") and ING CAPITAL LLC ("ING"), a Delaware limited
liability company, as agent for the Purchasers (together with its successors in
such capacity, the "Agent") amends and restates in its entirety, the Note
Purchase Agreement (the "CSFB Note Purchase Agreement"), dated as of June 29,
2001 by and among the Issuer, Bluegreen, the Depositor, the purchasers thereto
and Credit Suisse First Boston, New York Branch, as agent ("CSFB").

                              W I T N E S S E T H:

     WHEREAS, the Issuer, and U.S. Bank National Association (formerly known as
U.S. Bank Trust National Association), a national banking association, as
Indenture Trustee (together with its successors in such capacity, the "Indenture
Trustee"), are parties to a certain Indenture, dated as of June 29, 2001 (as
amended and restated pursuant to that certain Amended and Restated Indenture,
dated as of April 17, 2002, by and between the Issuer and the Indenture Trustee
and as the same may from time to time be amended or otherwise modified, the
"Indenture"), pursuant to which the Issuer has issued its Notes; and

     WHEREAS, ING has acquired CSFB's Notes from CSFB pursuant to and in
accordance with the terms of the CSFB Note Purchase Agreement and upon the
resignation of CSFB as agent, has replaced CSFB as agent under the CSFB Note
Purchase Agreement and the other Related Documents;

     WHEREAS, the Purchasers are willing to have ING, as Agent make Borrowings
(as defined in the Indenture) available thereunder on the terms and conditions
provided for herein;

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

                             SECTION I. DEFINITIONS

     Section 1.1. Definitions. All capitalized terms used herein as defined
terms and not defined herein shall have the meanings given to them in the
Indenture or the Sale and Servicing Agreement, as applicable. If a term used
herein is defined in both the Indenture and the Sale and Servicing Agreement, it
shall have the meaning set forth in the Indenture. Additionally, the terms
defined in the preamble to this Agreement shall have the meanings set forth
therein and the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

     "'34 Act" shall mean the Securities Exchange Act of 1934, as amended,

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


<PAGE>

     "Agent" has the meaning specified in the preamble to this Agreement.

     "Agreement" shall mean this Note Purchase Agreement, as amended,
supplemented or otherwise modified from time to time.

     "Alternate Rate" shall mean, for any Interest Period and any Purchaser, a
rate per annum equal to the LIBO Rate plus 2.0% for such period; provided,
however, that

          (a) if the Alternate Rate becomes applicable with respect to any part
of a Purchaser's interest in the Notes without at least three LIBO Business
Days' prior notice by the Issuer to the Agent, then the Alternate Rate for such
part of such interests for each day prior to the expiration of such notice
period shall be the Base Rate;

          (b) if such Purchaser shall notify the Agent that a LIBO Rate
Disruption Event has occurred and is continuing, then the Alternate Rate for
such Interest Period shall be a rate per annum equal to the Base Rate in effect
from time to time during such Interest Period; and

          (c) without limiting the foregoing, if with respect to such Interest
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 accurately reflect the cost to such Purchaser
of funding its interest in the Notes for such Interest Period, then the
Alternate Rate for such Interest Period shall be a rate per annum equal to the
Base Rate in effect from time to time during such Interest Period.

     "Amortization Event (NPA)" shall mean any of the following events:

          (a) An "Amortization Event" shall occur under, and as defined in, the
Indenture; 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 Related
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 this
Agreement or any such other Related 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 2.2 of the Sale and Servicing
Agreement shall be deemed to occur only if the Seller is required to and does
not repurchase or provide substitute Receivables for the Receivables causing
such violation in accordance with the terms of the Sale and Servicing Agreement
within the time frame provided for therein;

          (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
this Agreement or any other Related Document (other than as


                                      -2-
<PAGE>

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.

     "Assignee" and "Assignment" have the respective meanings specified in
subsection 8.1(e) of this Agreement.

     "Available Commitment" shall mean, on any day for a Committed Purchaser,
such Purchaser's Commitment in effect on such day minus the sum of (i) such
Purchaser's Percentage Interest of the Outstanding Amount of the Notes on such
day and (ii) if such Purchaser is a Liquidity Provider for a Noncommitted
Purchaser, such Purchaser's Liquidity Percentage multiplied by such Noncommitted
Purchaser's Percentage Interest of the Outstanding Amount of the Notes on such
day.

     "Base Rate" means, for any day, a rate per annum (in no event higher than
the maximum rate permitted by applicable law) equal to the higher of (a) 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 New York,
New York 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 and (b) the rate quoted to the Agent at
approximately 11:00 A.M., New York City time, by dealers in the New York Federal
Funds Market for the overnight offering of dollars to the Agent for deposit,
from time to time in effect, plus 0.50%, calculated based on the actual days
elapsed in a year of 365 or 366 days, as applicable.

     "Bluegreen" has the meaning specified in the preamble to this Agreement.

     "Breakage Costs" means, for each Purchaser for each period for which it is
funding an interest in the Notes, to the extent that a Purchaser is funding the
maintenance of its investment in the Note during such funding period through the
issuance of commercial paper or at the LIBO Rate, during which such investment
is reduced (in whole or in part) prior to the end of the period for which it was
originally scheduled to remain outstanding (the amount of such reduction in such
investment being referred to as the "Allocated Amount"), the excess of (a) the
discount or interest that would have accrued on the Allocated Amount during the
remainder of such funding period if such reduction had not occurred over (b) the
income, if any, scheduled to be received by such Purchaser from investing the
Allocated Amount for the remainder of such funding period in a commercially
reasonable manner.

     "Closing Date" shall mean June 29, 2001.

     "Commitment" shall mean, for any Committed Purchaser, the maximum amount of
such Committed Purchaser's commitment to make advances to the Issuer, as set
forth in the Joinder Supplement or the Transfer Supplement by which such
Committed Purchaser became a


                                      -3-
<PAGE>

party to this Agreement or assumed the Commitment (or a portion thereof) of
another Committed Purchaser, as such amount may be adjusted from time to time
pursuant to Transfer Supplement(s) executed by such Committed Purchaser and its
Assignee(s) and delivered pursuant to Section 8.1 of this Agreement or pursuant
to Section 2.2 of this Agreement. In the event that a Committed Purchaser
maintains a portion of its Commitment hereunder in its capacity as a Liquidity
Provider for one or more Noncommitted Purchaser, such Committed Purchaser shall
be deemed to hold separate Commitments hereunder (i) in each such capacity and
(ii) if applicable, to the extent its Commitment does not relate to any
Noncommitted Purchaser.

     "Commitment Expiration Date" shall mean April 16, 2003.

     "Commitment Percentage" shall mean, for a Committed Purchaser, such
Purchaser's Commitment as a percentage of the aggregate Commitments of all
Committed Purchasers.

     "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.

     "Committed Purchaser Percentage" shall mean, with respect to a Committed
Purchaser, its Commitment (exclusive of any portion thereof held by it in its
capacity as a Liquidity Provider), as a percentage of the aggregate Commitments
of all Committed Purchasers.

     "CP Rate" means, with respect to any Interest Period and any Purchaser, a
rate per annum (expressed as a percentage and an interest yield equivalent and
calculated on the basis of a year of 360 days and actual days elapsed) equal to
the rate of interest (or, if more than one rate, the weighted average of the
rates), inclusive of the fees and commissions of dealers and placement agents in
respect of such Purchaser's issuance of commercial paper (up to an amount equal
to 0.05% of the Outstanding Amount of Notes), at which funds are borrowed, drawn
down or otherwise obtained during such Interest Period, in connection with the
issuance of such commercial paper; provided that (a) 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 and (b) such rate or weighted average rate, as the
case may be, shall be adjusted to yield, when applied to the outstanding
principal balance of the Notes, an amount sufficient to pay interest on the
incremental effective principal balance of any funding resulting from the
capitalization of interest, if any, during the applicable Interest Period. The
CP Rate shall be adjusted to take account of all Breakage Costs incurred by such
Purchaser during such Interest Period.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "Excluded Taxes" has the meaning assigned to such term in subsection 6.3(a)
of this Agreement.


                                      -4-
<PAGE>

     "Extension Notice Deadline" has the meaning specified in subsection 2.2(d)
of this Agreement.

     "Facility Termination Date" shall mean, the first to occur of (i) the
Commitment Expiration Date, (ii) the date of any termination by the Issuer of
the Commitments pursuant to Section 2.2, and (iii) the date the Commitments are
terminated pursuant to Section 2.5 hereof.

     "Fees" shall mean the fees payable to the Agent or the Purchasers in the
amounts and on the dates set forth in the Fee Letter.

     "Fee Letter" shall mean that certain letter agreement, designated therein
as the Fee Letter and dated as of the date hereof, among the Agent, the Issuer
and Bluegreen, as such letter agreement may be amended or otherwise modified
from time to time.

     "Funding Rate" means, with respect to any Interest Period and any
Purchaser's interest in the Notes, the weighted average during such Interest
Period of (a) except when and to the extent that an Amortization Event (NPA)
shall have occurred and be continuing, (i) if such Purchaser funded all or part
of its interest in the Notes through the issuance of commercial paper, the CP
Rate, and (ii) if such Purchaser funded all or part of its interest in the Notes
other than through its issuance of commercial paper, then with respect to such
interest in the Notes or part thereof a rate per annum equal to the greater of
(A) the Alternate Rate and (B) the Base Rate and (b) during any period when an
Amortization Event (NPA) shall have occurred and be continuing, the Base Rate
plus 4.0%.

     "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.

     "Indemnitee" has the meaning specified in subsection 2.4(a) of this
Agreement.

     "Indemnitor" has the meaning specified in subsection 2.4(a) of this
Agreement.

     "Indenture" has the meaning specified in the recitals to this Agreement.

     "Indenture Trustee" has the meaning specified in the recitals to this
Agreement.

     "Interest Period" means, with respect to a Payment Date, the period from
and including the preceding Payment Date (or the Closing Date, in the case of
the first Payment Date) to but excluding such Payment Date.

     "Interpretation" as used in Sections 6.1 and 6.2 hereof 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 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


                                      -5-
<PAGE>

of any Assignee, in the related Transfer Supplement, and thereafter, such other
office of such Purchaser or such Assignee as may be designated in writing to the
Agent, the Issuer, the Servicer and the Indenture Trustee by such Purchaser or
Assignee.

     "Investment Letter" has the meaning specified in subsection 8.1(a) of this
Agreement.

     "Joinder Supplement" has the meaning specified in subsection 2.2(d) of this
Agreement.

     "LIBO 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

     "LIBO Rate" means, for any Interest Period, a rate per annum equal to the
London interbank offered rate for United States dollar deposits (rounded upward,
if necessary, to the nearest whole multiple of 1/16 of one percent), for the
time funded as determined by the Agent, that appears on the display page of the
Bridge Telerate Capital Markets Report currently designated as Telerate Page
3750 (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices), as of 11:00 a.m., London
time, on the second LIBO Business Day preceding the commencement of such
Interest Period (or portion thereof). The establishment of the LIBO Rate
hereunder shall (in the absence of manifest error) be conclusive. The LIBO Rate
shall be adjusted to take account of all Breakage Costs incurred by the
applicable Purchaser during such Interest Period.

     "LIBO Rate Disruption Event" means, for any Interest 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 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 Period.

     "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement and any capital lease having substantially the same
economic effect as any of the foregoing).

     "Liquidity Percentage" shall mean, for a Committed Purchaser which is a
Liquidity Provider for a Noncommitted Purchaser, such Purchaser's Commitment
held in such capacity as a percentage of the aggregate Commitments of all
Liquidity Providers (held in their capacities as such) for such Noncommitted
Purchaser.

     "Liquidity Provider" shall mean, with respect to a Noncommitted Purchaser,
each Committed Purchaser identified as a Liquidity Provider for such
Noncommitted Purchaser


                                      -6-
<PAGE>

in the Joinder Supplement or Transfer Supplement pursuant to which such
Noncommitted Purchaser became a party hereto, and any Assignee of such Committed
Purchaser to the extent such Assignee has assumed, pursuant to a Transfer
Supplement, the Commitment of such Committed Purchaser held in its capacity as a
Liquidity Provider. In the event that a Liquidity Provider acquires a portion of
the Outstanding Amount of Notes from its Noncommitted Purchaser by Assignment, a
corresponding portion of its Commitment shall thereupon cease to be held by it
in its capacity as a Liquidity Provider for such Noncommitted Purchaser (but
shall otherwise remain in effect, subject to the terms and conditions of this
Agreement, as a portion of the Commitment of such Committed Purchaser).

     "Non-Extending Purchaser" shall have the meaning set forth in Section
2.2(d) of this Agreement.

     "Noncommitted Purchaser" shall mean a Purchaser which is not a Committed
Purchaser.

     "Noncommitted Purchaser Percentage" shall mean for each Noncommitted
Purchaser, the aggregate Commitments of its Liquidity Providers from time to
time as a percentage of the aggregate Commitments of all Committed Purchasers.

     "Notes" has the meaning specified in the recitals to this Agreement.

     "Note Interest Rate" means, with respect to an Interest Period, a per annum
rate equal to the Funding Rate; provided that (i) on the first through sixth
Interest Periods after the Facility Termination Date shall have occurred and be
continuing, the Note Interest Rate shall equal the Funding Rate plus 0.50%, (ii)
on the 7th through 12th Interest Periods after the Facility Termination Date
shall have occurred and be continuing, the Note Interest Rate shall equal the
Funding Rate plus 1.0%, (iii) on the 13th through 18th Interest Periods after
the Facility Termination Date shall have occurred and be continuing, the Note
Interest Rate shall equal the Funding Rate plus 1.5% and (iv) for each Interest
Period thereafter, the Note Interest Rate shall equal the Funding Rate plus
2.0%.

     "Note Monthly Interest" means, with respect to a Payment Date, the amount
of interest payable with respect to the Notes on such Payment Date calculated at
the Note Interest Rate.

     "Noteholders" shall mean the Purchasers that are owners of record of the
Notes or, with respect to any Note held by the Agent hereunder as nominee on
behalf of Purchasers, the Purchasers that are owners of the Outstanding Amount
represented by such Note as reflected on the books of the Agent in accordance
with this Agreement.

     "Other Parties" has the meaning assigned to such term in subsection 6.4(b).

     "Owner Trustee" means Wilmington Trust Company, a Delaware banking company,
not in its individual capacity but solely as owner trustee under the Trust
Agreement, and any successor thereto.

     "Participant" has the meaning specified in subsection 8.1(d) of this
Agreement.


                                      -7-
<PAGE>

     "Participation" has the meaning specified in subsection 8.1(d) of the
Agreement.

     "Percentage Interest" shall mean, for a Purchaser on any day, the
percentage equivalent of (a) the sum of (i) the aggregate of the portions of
each Borrowing (if any) made by such Purchaser prior to such day pursuant to
Section 10.1 of the Indenture, plus (ii) any portion of the Outstanding Amount
of the Notes acquired by such Purchaser as an Assignee from another Purchaser
pursuant to a Transfer Supplement executed and delivered pursuant to Section 8.1
of this Agreement, minus (iii) the aggregate amount of principal payments made
to such Purchaser prior to such day, minus (iv) any portion of the Outstanding
Amount of the Notes assigned by such Purchaser to an Assignee pursuant to a
Transfer Supplement executed and delivered pursuant to Section 8.1 of this
Agreement, divided by (b) the Outstanding Amount of the Notes on such day.

     "Purchase Limit" shall mean for any date the aggregate Commitments of the
Purchasers on such date.

     "Purchaser" has the meaning specified in the preamble to this Agreement.

     "Related Documents" shall mean, collectively, this Agreement (including the
Fee Letter and all Joinder Supplements and Transfer Supplements), the Indenture,
the Custodial Agreement, the Notes, the Trust Agreement, the Backup Servicing
Agreement, the Certificates, the Lock-Box Agreement and the Sale and Servicing
Agreement.

     "Required Noteholders" shall mean, at any time, Noteholders having
Percentage Interests aggregating greater than 50%.

     "Required Purchasers" shall mean, at any time, Committed Purchasers having
Commitments aggregating greater than 50% of the aggregate Commitments of all
Committed Purchasers.

     "Requirement of Law" shall mean, as to any Person, any law, treaty, rule or
regulation, or determination of an arbitrator or Governmental Authority, in each
case applicable to or binding upon such Person or to which such Person is
subject, whether federal, state or local (including usury laws, the Federal
Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors
of the Federal Reserve System).

     "Sale and Servicing Agreement" means the amended and restated sale and
servicing agreement, dated as of April 17, 2002, among the Issuer, Bluegreen,
the Depositor, the Backup Servicer, the Custodian, the Club Trustee and the
Indenture Trustee.

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

     "Structured Purchaser" shall mean any Purchaser which is a special purpose
corporation, the principal business of which consists of issuing commercial
paper, medium term notes or other securities to fund its acquisition and
maintenance of receivables, accounts, instruments, chattel paper, general
intangibles and other similar assets or interests therein, and which is
identified as a Structured Purchaser in the Joinder Agreement or Transfer
Supplement by which such Committed Purchaser became a party to this Agreement.


                                      -8-
<PAGE>

     "Support Facility" shall mean any liquidity or credit support agreement
with a Structured Purchaser which relates to this Agreement (including any
agreement to purchase an assignment of or participation in Notes).

     "Support Party" shall mean any bank or other financial institution
extending or having a commitment to extend funds to or for the account of a
Structured Purchaser (including by agreement to purchase an assignment of or
participation in Notes) under a Support Facility. Each Liquidity Provider for a
Noncommitted Purchaser which is a Structured Purchaser shall be deemed to be a
Support Party for such Structured Purchaser.

     "Takeout Financing" shall mean any securitization or other financing of the
assets securing the Notes effected through the Agent or an Affiliate of the
Agent.

     "Taxes" has the meaning assigned to such term in subsection 6.3(a).

     "Transfer" has the meaning specified in subsection 8.1(c) of this
Agreement.

     "Transferee" has the meaning specified in subsection 8.1(c) of this
Agreement.

     "Transfer Supplement" has the meaning specified in subsection 8.1(e) of
this Agreement.

     "Trust Agreement" means the amended and restated trust agreement, dated as
of April 17, 2002, between the Depositor, GSS Holdings, Inc. and the Owner
Trustee.

     "written" or "in writing" (and other variations thereof) shall mean any
form of written communication or a communication by means of telex, telecopier
device, telegraph or cable.

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

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

                  SECTION II. AMOUNT AND TERMS OF COMMITMENTS

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

          (b) On and subject to the terms and conditions of this Agreement and
prior to the Facility Termination Date, (i) each Noncommitted Purchaser may
advance its Noncommitted Purchaser Percentage of any Borrowing made pursuant to
Section 10.1 of the


                                      -9-
<PAGE>

Indenture, (ii) each Liquidity Provider, severally, agrees to advance its
respective Liquidity Percentage of each Borrowing not so advanced by its related
Noncommitted Purchaser, and (iii) each Committed Purchaser, severally, agrees to
advance its Committed Purchaser Percentage of each Borrowing so made; provided
that in no event shall a Committed Purchaser be required on any date to make an
advance exceeding its aggregate Available Commitment, determined prior to giving
effect to such advance; provided, further that in no event shall Borrowings
occur more frequently than once every week. Such advance shall be made available
to the Issuer, subject to the satisfaction of the conditions specified in
Section 3.2 hereof, at or prior to 2:00 p.m. New York City time on the
applicable Borrowing Date by deposit of immediately available funds to an
account designated by the Issuer to the Agent.

          (c) Each Borrowing on the applicable Borrowing Date shall be made on
prior notice from the Issuer received by the Agent not later than 10:00 a.m. New
York City time on the fifth Business Day preceding such Borrowing Date. Each
such notice shall be irrevocable and shall specify (i) the aggregate amount of
the Borrowing, and (ii) the applicable Borrowing Date (which shall be a Business
Day). The Agent shall promptly forward a copy of such notice to each Purchaser.
Each Noncommitted Purchaser shall notify the Agent by 9:30 a.m., New York City
time, on the applicable Borrowing Date whether it has determined to make the
advance requested pursuant to this subsection 2.1. In the event that a
Noncommitted Purchaser shall not have timely provided such notice such
Noncommitted Purchaser shall be deemed to have determined not to make such
purchase. The Agent shall notify the Issuer, the Servicer and each Liquidity
Provider for such Noncommitted Purchaser on or prior to 10:00 a.m., New York
City time, on the applicable Borrowing Date of whether such Noncommitted
Purchaser has so determined to advance its share of the Borrowing, and, in the
event that Noncommitted Purchasers have not determined to advance the Borrowing,
the Agent shall specify in such notice (i) the portion of the Borrowing to be
advanced by each Liquidity Provider, and (ii) the applicable Borrowing Date
(which shall be a Business Day). The Agent shall notify the Issuer, the
Depositor, the Seller, the Servicer, the Indenture Trustee and each Purchaser
not later than the Business Day following the applicable Borrowing Date of the
identity of each Purchaser which advanced any portion of the Borrowing on such
day, whether such Purchaser was a Noncommitted Purchaser or a Committed
Purchaser and the portion of the Borrowing advanced by such Purchaser.

          (d) In no event may any Borrowing be made hereunder or under Section
10.1 of the Indenture, nor shall any Committed Purchaser be obligated to advance
any portion of any Borrowing, to the extent that such Borrowing would exceed the
aggregate Available Commitments.

          (e) The Notes shall be paid as provided in the Indenture, and the
Agent shall allocate to the Noteholders each payment in respect of the Notes
received by the Agent in its capacity as Noteholder as provided therein. Except
as otherwise provided in the Indenture, payments in reduction of the Outstanding
Amount of the Notes shall be applied (i) prior to Facility Termination Date,
first to Noteholders which are Committed Purchasers (which does not include
Non-Extending Purchasers), pro rata based on their respective Percentage
Interests of the Outstanding Amount of Notes; and, second, to Noteholders which
are Noncommitted Purchasers, pro rata based on their respective Percentage
Interests of the Outstanding Amount of Notes; and (ii) from and after Facility
Termination Date, to Noteholders


                                      -10-
<PAGE>

pro rata based on their respective Percentage Interests of the Outstanding
Amount of Notes, or in any such case in such other proportions as each affected
Purchaser may agree upon in writing from time to time with the Agent and
Bluegreen.

          (f) The Agent shall keep records of each Borrowing, each Interest
Period applicable thereto, the interest rate(s) applicable to the Notes and each
payment of principal and interest thereon. Such records shall be rebuttably
presumptive evidence of the subject matter thereof absent manifest error.

          (g) Notwithstanding any Joinder Supplement or Transfer Supplement, the
maximum aggregate of all Commitments shall equal the then current Facility
Limit.

     Section 2.2. Reductions and Extensions of Commitments. (a) At any time the
Issuer may, acting at the direction of the Residual Interest Owner, upon at
least three Business Days' prior written notice to the Agent, terminate the
Commitments or reduce the aggregate Commitments. Each such partial reduction
shall be in an aggregate amount of $5,000,000 or integral multiples of
$1,000,000 in excess thereof (or such other amount requested by the Issuer to
which the Agent consents). Reductions of the aggregate Commitments pursuant to
this subsection 2.2(a) shall be allocated (i) to the Commitment of each
Committed Purchaser, other than a Commitment held as a Liquidity Provider, pro
rata based on the Commitment Percentage represented by such Commitment, and (ii)
to the aggregate Commitments of Liquidity Providers for each Noncommitted
Purchaser pro rata based on the Noncommitted Purchaser Percentage of such
Noncommitted Purchaser, and the portion of such reduction which is so allocated
to the aggregate Commitments of Liquidity Providers for a Noncommitted Purchaser
shall be allocated to the Commitment of each such Liquidity Provider pro rata
based on its respective Liquidity Percentage.

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

          (c) Subject to the provisions of subsections 8.1(a) and 8.1(b), any
Person may from time to time with the consent of the Agent and the Issuer become
a party to this Agreement as an initial Noncommitted Purchasers or an initial
Committed Purchasers by (i) delivering to the Issuer an Investment Letter and
(ii) entering into an agreement substantially in the form attached hereto as
Exhibit B hereto (a "Joinder Supplement"), with the Agent and the Issuer,
acknowledged by the Servicer, which shall specify (A) the name and address of
such Person for purposes of Section 9.2 hereof, (B) whether such Person will be
a Noncommitted Purchaser or Committed Purchaser and, if such Person will be a
Committed Purchaser, its Commitment and Commitment Expiration Date, (C) if such
Person is a Noncommitted Purchaser, the identity of its Liquidity Providers and
their respective Liquidity Percentages, (D) if such Person is a Liquidity
Provider, the Noncommitted Purchaser for which it is acting as such and the
portion of such Person's Commitment which is held by it in its capacity as
Liquidity Provider, and (E) the other information provided for in such form of
Joinder Supplement. Upon its receipt of a duly executed Joinder Supplement, the
Agent shall on the effective date determined pursuant thereto give notice of
such effectiveness to the Issuer, the Servicer and the Indenture Trustee.


                                      -11-
<PAGE>

          (d) So long as no Amortization Event (NPA) has occurred and is
continuing (unless otherwise agreed by the Agent), no more than 60 and no less
than 30 days prior to the applicable Commitment Expiration Date, the Issuer may
request, through the Agent, that each Committed Purchaser extend the Commitment
Expiration Date to a date which is up to 364 days after the Commitment
Expiration Date then in effect, which decision will be made by each Committed
Purchaser in its sole discretion. Upon receipt of any such request, the Agent
shall promptly notify each Committed Purchaser thereof. At least 35 but not more
than 50 days prior to the applicable Commitment Expiration Date, each Committed
Purchaser shall notify the Agent of its willingness or refusal to so extend the
Commitment Expiration Date, and the Agent shall notify the Issuer of such
willingness or refusal by the Committed Purchasers on such 30th day (such day,
the "Extension Notice Deadline"). If any Committed Purchaser notifies the Agent
of its refusal to extend or does not expressly notify the Agent that it is
willing to extend the Commitment Expiration Date by the applicable Extension
Notice Deadline (each a "Non-Extending Purchaser"), the Commitment Expiration
Date shall not be so extended.

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

          (b) Bluegreen further agrees to pay within 30 days following receipt
of an invoice therefor to the Agent and the initial Purchasers all reasonable
costs and expenses in connection with the preparation, execution, delivery,
administration (including any requested amendments, waivers or consents of any
of the Related Documents) of this Agreement and each related Support Facility,
and the other documents to be delivered hereunder or in connection herewith,
including the reasonable fees up to $75,000 (unless the Agent shall have
provided Bluegreen prior notice of extraordinary circumstance why such fees may
be in excess thereof) and out-of-pocket expenses of counsel for the Agent and
each of the initial Purchasers with respect thereto

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

          (d) Bluegreen further agrees to pay on demand any and all stamp,
transfer and other taxes and governmental fees payable in connection with the
execution, delivery, filing and recording of any of the Related Documents and
each related Support Facility or the other documents and agreements to be
delivered hereunder and thereunder or otherwise in connection with the issuance
of the Notes, and agrees to save each Purchaser and the Agent harmless from and
against any liabilities with respect to or resulting from any delay in paying or
any omission to pay such taxes and fees.


                                      -12-
<PAGE>

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

          (f) All payments to be made hereunder or under the Indenture, whether
on account of principal, interest, fees or otherwise, shall be made without
setoff or counterclaim and shall be made prior to 2:30 p.m., New York City time,
on the due date thereof to the Agent's account specified in subsection 9.2(b)
hereof, in United States dollars and in immediately available funds. Payments
received by the Agent after 2:30 p.m. New York City time shall be deemed to have
been made on the next Business Day. Notwithstanding anything herein to the
contrary, if any payment due hereunder becomes due and payable on a day other
than a Business Day, the payment date thereof shall be extended to the next
succeeding Business Day and in the case of principal, interest shall accrue
thereon at the applicable rate during such extension. To the extent that (i) the
Indenture Trustee, the Depositor, the Seller, the Issuer or the Servicer makes a
payment to the Agent or a Purchaser or (ii) the Agent or a Purchaser receives or
is deemed to have received any payment or proceeds for application to an
obligation, which payment or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a Indenture Trustee, receiver or any other party under any
bankruptcy or insolvency law, state or Federal law, common law, or for equitable
cause, then, to the extent such payment or proceeds are set aside, the
obligation or part thereof intended to be satisfied shall be revived and
continue in full force and effect, as if such payment or proceeds had not been
received or deemed received by the Agent or the Purchasers, as the case may be.

     Section 2.4. Indemnification. (a) Bluegreen (the "Indemnitor") agrees to
indemnify and hold harmless the Agent and each Purchaser and any directors,
officers, employees or agents, of the Agent or Purchasers (each such Person
being referred to as an "Indemnitee") from and against any and all claims,
damages, losses, liabilities, costs or expenses whatsoever (including reasonable
fees and expenses of legal counsel) which such Indemnitee may incur (or which
may be claimed against such Indemnitee) arising out of, by reason of or in
connection with the execution and delivery of, or payment or other performance
under, or the failure to make payments or perform under, any Related Document or
the issuance of the Notes (including in connection with the preparation for
defense of any investigation, litigation or proceeding arising out of, related
to or in connection with such execution, delivery, payment, performance or
issuance), except (i) to the extent that any such claim, damage, loss,
liability, cost or expense shall be caused by the willful misconduct, bad faith,
recklessness or gross negligence of, or breach of any representation or warranty
in any Related Document by, any Indemnitee, (ii) to the extent that any such
claim, damage, loss, liability, cost or expense is covered or addressed by
subsection 2.3(c) or (d) hereof, (iii) to the extent that any such claim,
damage, loss, liability, cost or expense relates to disclosure made by the Agent
or a Purchaser in connection with an Assignment or Participation pursuant to
Section 8.1 of this Agreement which disclosure is not based on information given
to the Agent or such Purchaser by or on behalf of Bluegreen, or any affiliate
thereof or by or on behalf of the Indenture Trustee or (iv) to the extent that
such claim, damage, loss, liability, cost or expense shall be caused by any
default in payment of any Receivable. The foregoing indemnity shall include any
claims, damages, losses, liabilities, costs or expenses to which any such
Indemnitee may become subject under Securities Act, the Securities Exchange Act
of 1934, as amended, the Investment Company Act of 1940, as


                                      -13-
<PAGE>

amended, or other federal or state law or regulation arising out of or based
upon any untrue statement or alleged untrue statement of a material fact in any
disclosure document relating to the Notes or any amendments thereof or
supplements thereto, in any case, provided or approved by the Issuer (other than
statements provided by the Indemnitee expressly for inclusion therein) or
arising out of, or based upon, the omission or the alleged omission to state a
material fact necessary to make the statements therein or any amendment thereof
or supplement thereto, in light of the circumstances in which they were made,
not misleading (other than with respect to statements provided by the Indemnitee
expressly for inclusion therein).

          (b) Promptly after the receipt by an Indemnitee of a notice of the
commencement of any action against an Indemnitee, such Indemnitee will notify
the Agent and the Agent will, if a claim in respect thereof is to be made
against an Indemnitor pursuant to subsection 2.4(a), notify such Indemnitor in
writing of the commencement thereof; but the omission so to notify such party
will not relieve such party from any liability which it may have to such
Indemnitee pursuant to the preceding paragraph except to the extent the
Indemnitor is prejudiced by such failure. If any such action is brought against
an Indemnitee and it notifies an Indemnitor of its commencement, such Indemnitor
will be entitled to participate in and, to the extent that it so elects by
delivering written notice to the Indemnitee promptly after receiving notice of
the commencement of the action from the Indemnitee to assume the defense of any
such action, with a single counsel mutually satisfactory to such Indemnitor and
each affected Indemnitee. After receipt of such notice by an Indemnitor from an
Indemnitee, such Indemnitor will not be liable to such Indemnitee for any legal
or other expenses except as provided below and except for the reasonable costs
of investigation incurred by the Indemnitee in connection with the defense of
such action. Each Indemnitee will have the right to employ its own counsel in
any such action, but the fees, expenses and other charges of such counsel will
be at the expense of the such Indemnitee unless (i) the employment of such
counsel by such Indemnitee has been authorized in writing by such Indemnitor,
(ii) such Indemnitor shall have failed to assume the defense and employ counsel,
(iii) the named parties to any such action or proceeding (including any
impleaded parties) include both such Indemnitee and either an Indemnitor or
another person or entity that may be entitled to indemnification from an
Indemnitor (by virtue of this Section 2.4 or otherwise) and such Indemnitee
shall have been advised by counsel that there may be one or more legal defenses
available to such Indemnitee which are different from or additional to those
available to an Indemnitor or such other party or shall otherwise have
reasonably determined that the co-representation would present such counsel with
a conflict of interest (in which case the Indemnitor will not have the right to
direct the defense of such action on behalf of the Indemnitee). In any such case
described in clauses (i) through (iii) of the preceding sentence, the reasonable
fees, disbursements and other charges of counsel will be at the expense of the
Indemnitor; it being understood that in no event shall the Indemnitors be liable
for the fees, disbursements and other charges of more than one counsel (in
addition to any local counsel) for all Indemnitees in connection with any one
action or separate but similar or related actions arising out of the same
general allegations or circumstances. An Indemnitor shall not be liable for any
settlement of any such action, suit or proceeding effected without its written
consent, which shall not be unreasonably withheld, but if settled with the
written consent of an Indemnitor or if there shall be a final judgment for the
plaintiff in any such action, suit or proceeding, such Indemnitor agrees to
indemnify and hold harmless any Indemnitee to the extent set forth in this
letter from and against any loss, claim, damage, liability or reasonable expense
by reason of such settlement or judgment. No Indemnitor shall, without the prior
written consent


                                      -14-
<PAGE>

of an Indemnitee (not to be unreasonably withheld), settle or compromise or
consent to the entry of any judgment in any pending or threatened claim, action,
suit or proceeding in respect of which indemnification may be sought hereunder,
if such settlement, compromise or consent includes an admission of culpability
or wrong-doing on the part of such Indemnitee or the entry or an order,
injunction or other equitable or nonmonetary relief (including any
administrative or other sanctions or disqualifications) against such Indemnitee
or if such settlement, compromise or consent does not include an unconditional
release of such Indemnitee from all liability arising out of such claim, action,
suit or proceeding.

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

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

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

          (b) On or before the third Business Day immediately preceding each
Determination Date, if the Agent shall have used an estimate of the Note
Interest Rate and Note Monthly Interest with respect to the preceding Interest
Period, the Agent shall compute the actual Note Interest Rate and Note Monthly
Interest applicable to the Notes for such Interest Period, and if the actual
Note Monthly Interest so computed (i) is greater than the estimated Note Monthly
Interest for such preceding Interest Period, the Note Monthly Interest so
calculated for the current Interest Period shall be increased by the amount of
such difference and (ii) is less than the estimated Note Monthly Interest for
such preceding Interest Period, the Note Monthly Interest so calculated for the
current Interest Period shall be decreased by the amount of such difference.


                                      -15-
<PAGE>

                       SECTION III. CONDITIONS PRECEDENT

     Section 3.1. Condition to Initial Purchase. The following shall be
conditions precedent to the initial purchase by any Purchaser of the Notes:

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

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

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

          (d) No amortization event or other termination event under any Related
Documents or event that with the giving of notice or lapse of time or both would
constitute such an amortization event or other termination event shall have
occurred and be continuing.

          (e) The Agent shall have received:

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

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

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

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


                                      -16-
<PAGE>

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

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

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

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

              (ix) A favorable opinion of counsel to Vacation Trust, Inc., dated
the Closing Date, in form and substance satisfactory to the Agent re: corporate,
regulatory and insolvency matters;

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

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

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

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

              (xiv) A favorable written opinion of local counsels for the
Seller, dated as of the Closing Date regarding certain state timeshare law
matters, in form and substance satisfactory to the Agent regarding local law
matters;

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

              (xvi) Executed copies of each of the Related Documents; and

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


                                      -17-
<PAGE>

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

          (g) Each Noncommitted Purchaser shall have received the proceeds from
the issuance of its commercial paper sufficient to permit it to fund the
purchase of its interest in the Notes.

          (h) Each Noncommitted Purchaser shall have entered into total return
swaps with a swap counterparty in form and substance satisfactory to such
Structured Purchaser.

          (i) The Agent shall have received a report, satisfactory to the Agent
in its sole discretion, from an independent review company selected by the
Agent, confirming the accuracy of the information in the Operative Documents
with respect to the Receivables and the ability of the Servicer to perform its
obligations thereunder.

     Section 3.2. Condition to Borrowings. The following shall be conditions
precedent to each Borrowing hereunder:

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

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

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

          (d) The conditions set forth in Section 10.1 of the Indenture with
respect to such Borrowing shall have been satisfied.

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

                   SECTION IV. REPRESENTATIONS AND WARRANTIES

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


                                      -18-
<PAGE>

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

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

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

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

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

          (f) It has delivered to the Agent complete and correct copies of its
audited financial statements for the years ended on or about March 31, 2001,
March 31, 2000


                                      -19-
<PAGE>

and March 31, 1999 and unaudited financial statements for the period ended on or
about December 31, 2001.

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

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

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

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

          (k) All tax returns (federal, state and local) required to be filed
with respect to Bluegreen have been filed (which filings may be made by an
Affiliate of Bluegreen on a consolidated basis covering Bluegreen and other
Persons) and there has been paid or adequate provision made for the payment of
all taxes, assessments and other governmental charges in respect of Bluegreen
(or in the event consolidated returns have been filed, with respect to the
Persons subject to such returns) and any taxes for which adequate provision has
not been made would not have a material effect on Bluegreen's ability to perform
its obligations hereunder.

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

          (m) There has not been any material adverse change in the business,
operations, financial condition, properties or assets of Bluegreen since the
fiscal year ended March 31, 2001.


                                      -20-
<PAGE>

          (n) The chief executive office of Bluegreen is at the address
indicated on the signature page hereof.

          (o) Since December 31, 2001 (except as approved by the Agent in
writing), there have been no material changes in the Credit and Collection
Policy.

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

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

          (r) The names and addresses of all the Lock-Box Banks, together with
the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are
specified in Schedule III to the Sale and Servicing Agreement (or at such other
Lock-Box Banks and/or with such other Lock-Box Accounts as have been notified to
the Administrative Agent). All Obligors will be instructed to make payment to a
Lock-Box Account in accordance with the Sale and Servicing Agreement.

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

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

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

          (b) It has the power, authority and right to make, execute, deliver
and perform this Agreement and the Related Documents to which it is a party and
all the transactions contemplated hereby and thereby and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement
and the Related Documents to which it is a party. When executed and delivered,
each of this Agreement and the Related Documents to which it is


                                      -21-
<PAGE>

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

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

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

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

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

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


                                      -22-
<PAGE>

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

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

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

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

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

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

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


                                      -23-
<PAGE>

in such agreements to the extent that indemnification is sought in connection
with securities laws violations.

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

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

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

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

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

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


                                      -24-
<PAGE>

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

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

          (k) The chief executive office of the Depositor is at the address
indicated in Section 9 hereof.

                              SECTION V. COVENANTS

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

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

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

          (c) the Issuer shall furnish to the Agent on or before the date such
reports are due under the Indenture copies of each of the reports and
certificates required by Sections 3.9 and 3.14 of the Indenture;


                                      -25-
<PAGE>

          (d) the Issuer shall promptly furnish to the Agent a copy, addressed
to the Agent, of each opinion of counsel delivered to the Indenture Trustee
pursuant to Section 3.6 of the Indenture;

          (e) Bluegreen shall not permit a Servicer Termination Event under
Section 6.1(a)(x) of the Sale and Servicing Agreement to occur;

          (f) Bluegreen shall continue to engage in business of the same general
type as now conducted with respect to the Receivables by it and preserve, renew
and keep in full force and effect its existence and take all reasonable action
to maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its business; and comply with all Requirements of Law except
where the failure to be so qualified could reasonably be expected to have a
material adverse affect on Bluegreen;

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

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

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

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

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

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

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


                                      -26-
<PAGE>

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

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

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

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

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

          (n) Bluegreen shall not make, or permit any Person within its control
to make, any material amendment, modification or change to, or provide any
material waiver under, the Indenture or the other Related Documents without the
prior written consent of the Agent.

          (o) Bluegreen will comply in all material respects with the Credit and
Collection Policy in regard to each Receivable. Bluegreen shall (i) notify the
Agent ten (10) days prior to any amendment of or change in the Credit and
Collection Policy and (ii) obtain the Agent's written consent prior to any such
amendment or change (which consent will not be unreasonably withheld or
delayed); provided that Bluegreen may immediately implement any changes (and
provide notice to the Agent subsequent thereto) as may be required under


                                      -27-
<PAGE>

applicable law from time to time upon the reasonable determination of Bluegreen.
The underwriting, credit scoring, approval, servicing and collection policies
and procedures applied to Receivables originated by independent third parties
shall be in accordance with the Credit and Collection Policy and in no event
shall such Receivables be underwritten, credit scored, approved, serviced and
collected more leniently or less stringently than those procedures applied to
Receivables originated by Bluegreen or an Affiliate.

          (p) The Seller shall cause to be delivered to the Agent, within thirty
(30) days following the end of each fiscal quarter of the Seller, the written
report of a review conducted pursuant to Section 7 of the Custodial Agreement as
of the last day of such fiscal quarter by an independent auditor acceptable to
the Agent of a random sampling of Receivables that are held by the Custodian,
together with all related Receivables Documents held by the Custodian; provided,
however, that the Agent, in its sole discretion, can request that such written
report be conducted other than quarterly and that the Seller shall cause such
written report to be delivered to the Agent no later than the later of (i)
thirty days after such request by the Agent or (ii) the fifth Business Day after
the completion of the related audit procedures.

          (q) To the extent it has not previously done so, Bluegreen shall
instruct all Obligors to cause all Collections to be deposited directly to a
Lock-Box Account. Bluegreen shall hold in trust, and deposit, immediately, but
in any event not later than two (2) Business Days of its receipt thereof, to a
Lock-Box Account all Collections received from time to time by it.

          (r) Bluegreen shall deliver all the Receivables and the Related
Security to the Custodian pursuant to the terms of the Custodial Agreement.

          (s) Bluegreen shall notify the Agent within five (5) Business Days of
obtaining knowledge thereof, of any fraudulent activity or theft in the
origination or servicing of Receivables that results or may result in a loss of
at least $250,000.

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

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

          (v) Neither Bluegreen nor the Servicer will add or terminate any bank
as a Lock-Box Bank or any account as a Lock-Box Account to or from those listed
in Schedule III to the Sale and Servicing Agreement or make any change in its
instructions to Obligors regarding payments to be made to any Lock-Box Account,
unless (i) such instructions are to


                                      -28-
<PAGE>

deposit such payments to another existing Lock-Box Account or (ii) the Agent
shall have received written notice of such addition, termination or change at
least 30 days prior thereto.

          (w) None of the Seller, the Depositor or the Issuer will change its
name, identity or structure or its chief executive office, unless at least 30
days prior to the effective date of any such change such person delivers to the
Indenture Trustee and the Agent UCC financing statements, executed by such
Person necessary to reflect such change and to continue the perfection of the
Indenture Trustee's interest in the Receivables.

          (x) The Depositor covenants and agrees with the Agent and the
Purchasers that, unless the Agent shall otherwise consent in writing:

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

              (ii) It shall maintain corporate records and books of account
separate from those of Bluegreen and any Affiliate (other than, in the case of
the Depositor, itself) thereof.

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

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

              (v) In the case of the Depositor, the annual financial statements
of Bluegreen shall disclose the effects of the transactions contemplated hereby
in accordance with generally accepted accounting principles.

              (vi) Its resolutions, agreements and other instruments underlying
the transactions described in this Agreement shall be continuously maintained by
it as part of its official records.

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

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

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


                                      -29-
<PAGE>

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

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

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

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

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

              SECTION VI. INCREASED COSTS, INCREASED CAPITAL, ETC.

     Section 6.1. Increased Costs. Subject to the provisions of Section 6.4, if,
due to the introduction of or any change (including any change by way of
imposition or increase of reserve requirements) in or in the Interpretation of
any law or regulation or the imposition of any guideline or request from any
central bank or other Governmental Authority after the date hereof, there shall
be an increase in the cost to an Affected Party of making, funding or
maintaining any investment in the Notes or any interest therein or of agreeing
to purchase or invest in the Notes or any interest therein, as the case may be
(other than by reason of any Interpretation of or change in laws or regulations
relating to Taxes or Excluded Taxes), the Issuer shall, upon written demand by
such Affected Party (or, if such Affected Party is not a Purchaser, by the
Purchaser from whom such Affected Party derives its rights) (with a copy to the
Agent), direct the Indenture Trustee in writing to pay to the Agent for the
benefit of such Affected Party (as a third party beneficiary, in the case of an
Affected Party that is not also a Purchaser hereunder) that portion of such
increased costs incurred which such Affected Party reasonably determines is
attributable to making, funding or maintaining any investment in the Notes or
any


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<PAGE>

interest therein or agreeing to purchase or invest in the Notes or any interest
therein, as the case may be. In determining such amount, such Affected Party may
use any reasonable averaging and attribution methods, consistent with the
averaging and attribution methods generally used by such Affected Party in
determining amounts of this type. A certificate as to such increased costs
incurred submitted to the Issuer and the Agent, setting forth the calculation
thereof in reasonable detail, shall be prima facie evidence as to the amount of
such increased costs. Any Affected Party that incurs such increased costs as
described in this Section 6.1 (or, if such Affected Party is not a Purchaser,
the Purchaser from whom such Affected Party derives its rights) shall use its
best efforts (consistent with its internal policy and legal and regulatory
restrictions) to take such steps as would eliminate or reduce the amount of such
increased costs; provided that no such steps shall be required to be taken if,
in the reasonable judgment of such Affected Party, such steps would be
materially disadvantageous to such Affected Party.

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

     Section 6.3. Taxes. (a) Any and all payments and deposits required to be
made hereunder or under the Indenture or the Sale and Servicing Agreement to or
for the benefit of a Purchaser shall be made, to the extent allowed by law, free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and


                                      -31-
<PAGE>

all liabilities with respect thereto, excluding taxes, levies, imposts,
deductions, charges or withholdings imposed on, or measured by reference to, the
net income of such Purchaser, franchise taxes imposed on such Purchaser, and
taxes (other than withholding taxes), levies, imposts, deductions, charges or
withholdings imposed on the receipt or gross receipts of such Purchaser by any
of (i) the United States or any State thereof, (ii) the state or foreign
jurisdiction under the laws of which such Purchaser is organized, with which it
has a present or former connection (other than solely by reason of this
Agreement), or in which it is otherwise doing business or (iii) any political
subdivision thereof (all such excluded items being referred to as "Excluded
Taxes" and all such taxes, levies, imposts, deductions, charges, withholdings
and liabilities other than Excluded Taxes being referred to as "Taxes"). If the
Indenture Trustee, as directed by the Agent, shall be required by law to deduct
any Taxes from or in respect of any sum required to be paid or deposited
hereunder or under any instrument delivered hereunder to or for the benefit of a
Purchaser (A) subject to Section 6.4 below, such sum shall be increased as may
be necessary so that after making all required deductions (including deductions
applicable to additional sums required to be paid or deposited under this
Section 6.3) the amount received by such Purchaser, or otherwise deposited
hereunder or under such instrument, shall be equal to the sum which would have
been so received or deposited had no such deductions been made, (B) the
Indenture Trustee, as directed by the Agent, shall make such deductions and (C)
the Indenture Trustee, as directed by the Agent, shall pay the full amount of
such deductions to the relevant taxation authority or other authority in
accordance with applicable laws.

          (b) Subject to the limitations set forth in subsection 6.3(d) and
Section 6.4 below, the Issuer shall direct the Indenture Trustee to indemnify
each Noteholder for the full amount of Taxes (including any Taxes imposed by any
jurisdiction on amounts payable under this Section 6.3) paid by such Noteholder
due to the modification of or any change in or in the interpretation or
administration by any governmental or regulatory agency or body charged with the
interpretation or administration of any law or regulation relating to Taxes
after the date hereof (including penalties, interest and expenses) arising
therefrom or required to be paid with respect thereto. Each Noteholder (or, if
such Noteholder is not a Purchaser, the Purchaser from whom such Noteholder
derives its rights) agrees to promptly notify the Agent and the Issuer of any
payment of such Taxes made by it and, if practicable, any request, demand or
notice received in respect thereof prior to such payment. Each Noteholder shall
be entitled to payment of this indemnification within 30 days from the date such
Noteholder (or, if such Noteholder is not a Purchaser, the Purchaser from whom
such Noteholder derives its rights) makes written demand therefor to the Agent
and the Issuer. A certificate as to the amount of such indemnification submitted
to the Issuer and the Agent by such Noteholder setting forth in reasonable
detail the basis for and the calculation thereof, shall be prima facie evidence
of the amounts so owed.

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

          (d) Each Noteholder that is organized under the laws of a jurisdiction
other than the United States or a state thereof hereby agrees to complete,
execute and deliver to the Indenture Trustee from time to time prior to the date
on which such Noteholder will be entitled to receive distributions pursuant to
the Indenture, the Sale and Servicing Agreement or this Agreement, Internal
Revenue Service W-8ECI or W-8BEN (or any successor form), as


                                      -32-
<PAGE>

applicable, or such other forms or certificates as may be required under the
laws of any applicable jurisdiction in order to permit the Indenture Trustee to
make payments to, and deposit funds to or for the account of, such Noteholder
hereunder and under the Indenture, the Sale and Servicing Agreement and this
Agreement without any deduction or withholding for or on account of any tax.
Each Noteholder agrees to provide, to the extent permitted by law, like
additional subsequent duly executed forms on or before the date that any such
form expires or becomes obsolete, or upon the occurrence of any event requiring
an amendment, resubmission or change in the most recent form previously
delivered by it and to provide such extensions or renewals as may be reasonably
requested by the Issuer. Each Noteholder further agrees that compliance with
this subsection 6.3(d) (including by reason of Section 8.1 in the case of any
assignment, sale or other transfer of any interest in the Notes) is a condition
to the payment of any amount otherwise due pursuant to subsections 6.3(a) and
(b) hereof.

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

          (f) Any Noteholder entitled to the payment of any additional amount
pursuant to this Section 6.3 (or, if such Noteholder is not a Purchaser, the
Purchaser from whom such Noteholder derives its rights) shall use its best
efforts (consistent with its internal policy and legal and regulatory
restrictions) to take such steps as would eliminate or reduce the amount of such
payment; provided that no such steps shall be required to be taken if, in the
reasonable judgment of such Noteholder, such steps would be materially
disadvantageous to such Noteholder.

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

          (b) Other than in respect of the payment of the Purchase Price,
notwithstanding any provision in any other Section of this Agreement to the
contrary, all payments to be made by a Structured Purchaser under this Agreement
shall be made by such Structured Purchaser solely from available cash, which
shall be limited to collections and other amounts payable to such Structured
Purchaser pursuant to this Agreement and the Indenture and other cash of such
Structured Purchaser that, in each case, is not designated to pay any other
amount. The parties to this Agreement other than each Structured Purchaser (the
"Other Parties") hereby acknowledge that, pursuant to the terms of this
Agreement, each Structured Purchaser is or may be required from time to time to
make certain payments to one or more of the Other Parties, either as
compensation for services rendered, reimbursement for out-of-pocket


                                      -33-
<PAGE>

expenses, indemnification or otherwise. The Other Parties hereby agree that,
notwithstanding any provision in any other Section of this Agreement to the
contrary, (i) no Structured Purchaser shall make any such payment to any Other
Party, (ii) no Structured Purchaser shall have any duty, liability or obligation
to make any such payment to any Other Party, (iii) no such payment shall be due
from any Structured Purchaser and (iv) no Other Party shall have any right to
enforce any claim against any Structured Purchaser in respect of any such
payment, in each case at any time that any commercial paper notes issued by such
Structured Purchaser are outstanding and no Bankruptcy Event (as defined below)
has occurred and is continuing, in each case, unless and to the extent that (x)
the making of such payment by such Structured Purchaser would not render such
Structured Purchaser insolvent and (y) such Structured Purchaser has received
funds with respect to such obligations which may be used to make such payment
and such funds are not required to pay commercial paper notes of such Purchaser
when due. As used in this subsection 6.4(b), "Bankruptcy Event" means the entry
against a Structured Purchaser of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a trustee, conservator, receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, or the institution of any proceeding
against such Structured Purchaser seeking any of the foregoing, and the
continuance of any such decree or order, or any such proceeding, in each case
unstayed and in effect for a period of 60 consecutive days, or the consent by
such Structured Purchaser to the appointment of a trustee, conservator, receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to such Structured Purchaser
or the filing by such Structured Purchaser of a petition seeking to adjudicate
it a bankrupt or insolvent or seeking liquidation, winding up, reorganization or
relief of debtors or seeking the entry of any order for relief or the
appointment of a trustee, conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding up or liquidation of its affairs.

                             SECTION VII. THE AGENT

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

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


                                      -34-
<PAGE>

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

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

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

     Section 7.6. Non-Reliance on Agent and Other Purchasers. Each Purchaser
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees,


                                      -35-
<PAGE>

agents, attorneys-in-fact or Affiliates has made any representations or
warranties to it and that no act by the Agent hereafter taken, including any
review of the affairs of the Seller, the Depositor, the Issuer, the Servicer or
the Indenture Trustee shall be deemed to constitute any representation or
warranty by the Agent to any Purchaser. Each Purchaser represents to the Agent
that it has, independently and without reliance upon the Agent or any other
Purchaser, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Indenture Trustee, the Seller, the Depositor, the Issuer and the Servicer and
made its own decision to purchase its interest in the Notes hereunder and enter
into this Agreement. Each Purchaser also represents that it will, independently
and without reliance upon the Agent or any other Purchaser, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis, appraisals and decisions in taking or not taking action
under any of the Related Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Indenture Trustee, the Seller,
the Depositor, the Issuer and the Servicer. Except, in the case of the Agent,
for notices, reports and other documents received by the Agent under Section 5
hereof, the Agent shall not have any duty or responsibility to provide any
Purchaser with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Indenture Trustee, the Seller, the Depositor, the Issuer
or the Servicer which may come into the possession of the Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

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

     Section 7.8. Agent in Its Individual Capacities. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Indenture Trustee, the Seller, the Servicer, the Owner
Trustee, the Depositor and the Issuer as though the Agent was not the agent
hereunder. Each Purchaser acknowledges that ING Capital LLC may act (i) as
administrator and agent for one or more Structured Purchasers and in such
capacity acts and may continue to act on behalf of each such Structured
Purchaser in connection with its business and (ii) as the agent for certain
financial institutions under the liquidity and credit enhancement agreements
relating to this Agreement to which any such Structured


                                      -36-
<PAGE>

Purchaser is party and in various other capacities relating to the business of
any such Structured Purchaser under various agreements. ING Capital LLC, in its
capacity as the Agent shall not, by virtue of its acting in any such other
capacities, be deemed to have duties or responsibilities hereunder or be held to
a standard of care in connection with the performance of its duties as the Agent
other than as expressly provided in this Agreement. ING Capital LLC may act as
the Agent without regard to and without additional duties or liabilities arising
from its role as such administrator or agent or arising from its acting in any
such other capacity.

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

                    SECTION VIII. SECURITIES LAWS; TRANSFERS

     Section 8.1. Transfers of Notes. (a) Each of the Agent and the Noteholders
agrees that any interest in the Notes purchased or otherwise acquired by it will
be acquired for investment only and not with a view to any distribution thereof,
and that it will not offer to sell or otherwise dispose of any Note acquired by
it (or any interest therein) in violation of any of the registration
requirements of the Securities Act or the registration or qualification
requirements of any applicable state or other securities laws. Each of the Agent
and the Noteholders acknowledges that it has no right to require the Issuer to
register, under the Securities Act or any other securities law, the Notes (or
any interest therein) acquired by it pursuant to this Agreement, any Joinder
Supplement or any Transfer Supplement. Each of the Agent and the Noteholders
hereby confirms and agrees that in connection with any transfer or syndication
by it of an interest in the Notes, it has not engaged and will not engage in a
general solicitation or general advertising including advertisements, articles,
notices or other communications published in any newspaper, magazine or similar
media or broadcast over radio or television, or any seminar or meeting whose
attendees have been invited by any general solicitation or general advertising.
Each Purchaser which executes a Joinder Agreement agrees that it will execute
and deliver to the Issuer, the Seller, the Servicer, the Depositor, the
Indenture Trustee and the Agent on or before the effective date of its Joinder
Agreement a letter in the form attached hereto as Exhibit A (an "Investment
Letter") with respect to the purchase by such Purchaser of an interest in the
Notes.

          (b) Each initial purchaser of a Note or any interest therein and any
Assignee thereof or Participant therein shall certify to the Issuer, the Seller,
the Servicer, the Depositor, the Indenture Trustee and the Agent that it is
either (A)(i) a citizen or resident of the United States, (ii) a corporation or
partnership (or any other entity treated as a corporation or a partnership for
federal income tax purposes) organized in or under the laws of the United States


                                      -37-
<PAGE>

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

          (c) Any sale, transfer, assignment, participation, pledge,
hypothecation or other disposition (a "Transfer") of a Note or any interest
therein may be made only in accordance with this Section 8.1. Any Transfer of a
Note, an interest in a Note, a Commitment or any Noncommitted Purchaser
Percentage shall be in respect of (i) in the case of a Committed Purchaser, at
least $10,000,000 in the aggregate, which may be composed of (A) outstanding
principal under the Notes or (B) to the extent in excess of the outstanding
principal subject to such Transfer, its Commitment hereunder, or (ii) in the
case of a Noncommitted Purchaser, at least $10,000,000 in the aggregate, which
may be composed of (A) outstanding principal under the Notes or (B) to the
extent in excess of the outstanding principal subject to such Transfer, the
product of the Noncommitted Purchaser Percentage subject to such Transfer times
the aggregate Commitments hereunder. Any Transfer of an interest in a Note
otherwise permitted by this Section 8.1 will be permitted only if it consists of
a pro rata percentage interest in all payments made with respect to the
Purchaser's beneficial interest in such Note. No Note or any interest therein
may be Transferred by Assignment or Participation to any Person (each, a
"Transferee") unless prior to the transfer the Transferee shall have executed
and delivered to the Agent and the Issuer an Investment Letter.

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

          The Agent and each Purchaser, severally and with respect to itself
only, covenants and agrees that any information obtained by the Agent or such
Purchaser pursuant to,


                                      -38-
<PAGE>

or otherwise in connection with, this Agreement or the other Related Documents
shall be held in confidence (it being understood that documents provided to the
Agent hereunder may in all cases be distributed by the Agent to the Purchasers)
except that the Agent or such Purchaser may disclose such information (i) to its
officers, directors, employees, agents, counsel, accountants, auditors, advisors
or representatives who have an obligation to maintain the confidentiality of
such information, (ii) to the extent such information has become available to
the public other than as a result of a disclosure by or through the Agent or
such Purchaser, (iii) to the extent such information was available to the Agent
or such Purchaser on a nonconfidential basis prior to its disclosure to the
Agent or such Purchaser in connection with this transaction, (iv) with the
consent of the Servicer, (v) to the extent permitted by the preceding paragraph,
(vi) to the extent the Agent or such Purchaser should be (A) required in
connection with any legal or regulatory proceeding or (B) requested by any
Governmental Authority to disclose such information or (vii) in the case of any
Purchaser that is a Structured Purchaser, to rating agencies, placement agents
and providers of liquidity and credit support who agree to hold such information
in confidence; provided, that, in the case of clause (vi), the Agent or such
Purchaser, as the case may be, will (unless otherwise prohibited by law or in
connection with regular regulatory reviews) notify the Servicer of its intention
to make any such disclosure as early as practicable prior to making such
disclosure and cooperate with the Servicer in connection with any action to
obtain a protective order with respect to such disclosure.

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

          (e) Each Purchaser may, with the consent of the Agent and the Servicer
(which shall not unreasonably be withheld) and in accordance with applicable law
(which includes applicable securities laws), sell or assign (each, an
"Assignment"), to any Person (each, an "Assignee") all or any part of its
Commitment or its interest in the Notes and its


                                      -39-
<PAGE>

rights and obligations under this Agreement and the Indenture pursuant to an
agreement substantially in the form attached hereto as Exhibit C hereto (a
"Transfer Supplement"), executed by such Assignee and the Purchaser and
delivered to the Agent and the Servicer for their acceptance and consent;
provided, however, that no such assignment or sale shall be effective unless and
until the conditions to Transfer specified in this Agreement, including in
subsection 8.1(c) hereof, shall have been satisfied; and provided further,
however, that the consent of the Servicer shall not be required (i) in the case
of an assignment by a Noncommitted Purchaser of its interest in the Notes and
its rights and obligations under this Agreement and the Indenture to any one or
more of its Support Parties, (ii) in the case of an assignment by a Liquidity
Provider to another Liquidity Provider pursuant to the terms of the related
Support Agreement, (iii) in the case of an assignment by any Purchaser to
another Purchaser, (iv) in the case of any assignment to any Affiliates of the
Agent, or (v) in the case of an assignment by the initial Noncommitted Purchaser
of its interest in the Notes and its rights and obligations under this Agreement
and the Indenture to any Structured Purchaser (A) which is administered by the
same Person as such Noncommitted Purchaser, (B) which becomes a party to the
Agreement and (C) which expects to have a cost of funds reasonably similar to
the cost of funds of such Noncommitted Purchaser. From and after the effective
date determined pursuant to such Transfer Supplement, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such Transfer
Supplement, have the rights and obligations of a Purchaser hereunder as set
forth therein and (y) the transferor Purchaser shall, to the extent provided in
such Transfer Supplement, be released from its Commitment and other obligations
under this Agreement; provided, however, that after giving effect to each such
Assignment, the obligations released by any such Purchaser shall have been
assumed by an Assignee or Assignees. Such Transfer Supplement shall be deemed to
amend this Agreement to the extent, and only to the extent, necessary to reflect
the addition of such Assignee and the resulting adjustment of Percentage
Interests, Committed Purchaser Percentages, Noncommitted Purchaser Percentages,
Liquidity Percentages or Commitment Percentages arising from the Assignment.
Upon its receipt and acceptance of a duly executed Transfer Supplement, the
Agent shall on the effective date determined pursuant thereto give notice of
such acceptance to the Issuer, the Servicer and the Indenture Trustee and the
Servicer will provide notice thereof to each Rating Agency (if required).

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


                                      -40-
<PAGE>

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

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

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

                           SECTION IX. MISCELLANEOUS

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

     The Agent may cast any vote or give any direction under the Indenture on
behalf of the Noteholders if it has been directed to do so by (i) the Required
Noteholders and (ii) the Required Purchasers.

     Section 9.2. Notices. (a) All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or, in the case of mail or
telecopy notice, when received, addressed as follows or, with respect to a
Purchaser, as set forth in its respective Joinder Supplement or Transfer
Supplement, or to such other address as may be hereafter notified by the
respective parties hereto:

         The Issuer:             BXG RECEIVABLES NOTE TRUST 2001-A
                                 c/o Wilmington Trust Company
                                 Rodney Square North
                                 1100 N. Market Street
                                 Wilmington, DE 19890

                                 Attention: Corporate Trust Administration/
                                 BXG RECEIVABLES NOTE TRUST 2001-A
                                 Telecopier No.:  (302) 651-8882


                                      -41-
<PAGE>


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

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

         The Indenture Trustee:  U.S. BANK NATIONAL ASSOCIATION
                                 180 East Fifth Street
                                 St. Paul, MN  55101
                                 Phone: (651) 244-0011
                                 Fax: (651) 244-0089
                                 tammara.schultz-fugh@usbank.com
                                 Attention:  BXG RECEIVABLES NOTE TRUST 2001-A

         The Agent:              ING Capital LLC
                                 Agent:  1325 Avenue of the Americas
                                 New York, New York  10019
                                 Attention:  Michelle LoVuolo
                                 Telephone:  (646) 424-6827
                                 Telefax:  (646) 424-6251

          (b) All payments to be made to the Agent or any Purchaser hereunder
shall be made in United States dollars and in immediately available funds not
later than 2:30 p.m. New York City time on the date payment is due, and, unless
otherwise specifically provided herein, shall be made to the Agent, for the
account of one or more of the Purchasers or for its own account, as the case may
be. Unless otherwise directed by the Agent, all payments to it shall be made by
federal wire (ABA #[__]), to account number [ACCT], account name: [NAME],
reference: Bluegreen, with telephone notice (including federal wire number) to
Michelle LoVuolo of ING Capital LLC ((646) 424-6827).

     Section 9.3. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Purchaser, any right,
remedy, power or privilege under any of the Related Documents shall operate as a
waiver thereof; nor shall any


                                      -42-
<PAGE>

single or partial exercise of any right, remedy, power or privilege under any of
the Related Documents preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges provided in the Related Documents are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

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

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

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

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

     Section 9.8. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.

     Section 9.9. Termination. This Agreement shall remain in full force and
effect until the earlier to occur of (a) payment in full of the principal of and
interest on the Notes and all other amounts payable to the Purchasers or the
Agent hereunder and the termination of all Commitments and (b) the Facility
Termination Date; provided, however, that the provisions of Sections 2.4, 6.1,
6.2, 7.7, 9.11, 9.13 and 9.14 shall survive termination of this Agreement and
any amounts payable to the Agent, Purchasers or any Affected Party thereunder
shall remain payable thereto.

     Section 9.10. Limited Recourse; No Proceedings. (a) The obligations of the
Issuer and the Depositor under this Agreement are solely the obligations of the
Issuer and the


                                      -43-
<PAGE>

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

          (b) Each of the Issuer, the Depositor, the Seller, the Servicer, the
Agent and each Purchaser hereby agrees that it shall not institute or join
against any Structured Purchaser any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceeding under any federal or
state bankruptcy or similar law, for one year and a day after the latest
maturing commercial paper note, medium term note or other debt security issued
by such Structured Purchaser is paid.

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

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

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


                                      -44-
<PAGE>

     AND THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK,
     AND APPELLATE COURTS FROM ANY THEREOF;

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

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

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


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

     Section 9.14. Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein or in any other Related Document to the contrary, it
is expressly understood and agreed by the parties hereto that (a) this Agreement
is executed and delivered by Wilmington Trust Company, not individually or
personally but solely as Owner Trustee, in the exercise of the powers and
authority conferred and vested in it under the Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as a personal representation, undertaking or
agreement by Wilmington Trust Company but is made and intended for the purpose
for binding only the Issuer and the Trust Estate, and (c) under no circumstances
shall Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Agreement or any other related documents.


                                      -45-
<PAGE>

     Section 9.15. Call Option. The Agent may, at its option and after delivery
of notice to the Issuer, for the purpose of effecting a Takeout Financing,
acquire from the Issuer or direct the Issuer to sell to the Agent, an Affiliate
of the Agent or the Agent's designee, the Eligible Receivables specified in such
notice and related security therefor securing the Notes. Notwithstanding the
delivery of such notice of a Takeout Financing to the Issuer, none of the Agent,
its Affiliates or its designee shall have any obligation to effect such an
acquisition if (i) the terms of the Takeout Financing are not satisfactory to
the Agent, its Affiliates and/or its designee (in their sole discretion) or (ii)
the net proceeds of the Takeout Financing to the Agent, its Affiliates and/or
its designee is less than all amounts due under the Notes, the Indenture and
Related Documents on the date of acquisition and Fees agreed upon in respect of
such Takeout Financing.

     Section 9.16. Amendments - Authorization and Consent. The Agent hereby
requests that each of the parties to the Related Documents agree to amend such
documents as necessary to replace CSFB with ING as Agent thereunder, to increase
the authorized amount of Notes and aggregate Commitments to $125,000,000 and to
extend the Commitment Expiration Date to the date specified herein. By execution
of this Agreement, the Agent hereby authorizes and consents to the amendment and
restatement of any of the Related Documents necessary to effect the foregoing.


                                      -46-
<PAGE>

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

                        BXG RECEIVABLES NOTE TRUST 2001-A

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

                        By:      /s/ Patricia A. Evans
                                 ------------------------------------
                                 Name:  Patricia A. Evans
                                 Title: Assistant Vice Presidnet

                        BLUEGREEN CORPORATION,
                        as Seller and Servicer


                        By:      /s/ John F. Chiste
                                 ------------------------------------
                                 Name:  John F. Chiste
                                 Title: Senior V.P., Treasurer & CFO

                        BLUEGREEN RECEIVABLES FINANCE CORPORATION V,
                        as Depositor

                        By:      /s/ Allan J. Herz
                                 ------------------------------------
                                 Name:  Allan J. Herz
                                 Title: President, Secretary



                        ING CAPITAL LLC, as Agent


                        By:      /s/ Andrew Yuder
                                 ------------------------------------
                                 Name:  Andrew Yuder
                                 Title: Managing Director


                                      -47-
<PAGE>


                                                                       EXHIBIT A

                            FORM OF INVESTMENT LETTER
                                     [Date]

BXG RECEIVABLES NOTE TRUST 2001-A
c/o___________, as Owner Trustee


----------------------------------
Attention:
Bluegreen Corporation


Bluegreen Receivables Finance Corporation V


         Re       BXG RECEIVABLES NOTE TRUST 2001-A
                  Asset Backed Notes, Series 2001-A

Ladies and Gentlemen:

     This letter (the "Investment Letter") is delivered by the undersigned (the
"Purchaser") pursuant to subsection 8.1(a) of the Amended and Restated Note
Purchase Agreement dated as of April 17, 2002 (as in effect, the "Note Purchase
Agreement"), among BXG RECEIVABLES NOTE TRUST 2001-A, as Issuer, BLUEGREEN
CORPORATION, as Seller and Servicer, BLUEGREEN RECEIVABLES FINANCE CORPORATION
V, as Depositor, the Purchasers parties thereto and ING Capital LLC, as Agent.
Capitalized terms used herein without definition shall have the meanings set
forth in the Note Purchase Agreement. The Purchaser represents to and agrees
with the Issuer as follows:

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

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


<PAGE>

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

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

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

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

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

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


                                      -2-
<PAGE>

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

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

                             Very truly yours,
                             [NAME OF PURCHASER]
                             By:
                                  ------------------------------------------
                                  Name:
                                  Title:


                                      -3-
<PAGE>


                                                                       EXHIBIT B

                           FORM OF JOINDER SUPPLEMENT

     JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I
hereto, among BXG RECEIVABLES NOTE TRUST 2001-A (the "Issuer"), BLUEGREEN
CORPORATION, as Seller and Servicer (the "Servicer"), BLUEGREEN RECEIVABLES
FINANCE CORPORATION V, as Depositor, the Purchaser set forth in Item 2 of
Schedule I hereto (the "Additional Purchaser"), and ING Capital LLC, as Agent
for the Purchasers under, and as defined in, the Note Purchase Agreement
described below (in such capacity, the "Agent").

                               W I T N E S S E T H

     WHEREAS, this Supplement is being executed and delivered in accordance with
subsection 2.2(d) of the Amended and Restated Note Purchase Agreement, dated as
of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A, as Issuer, BLUEGREEN
CORPORATION, as Seller and Servicer, BLUEGREEN RECEIVABLES FINANCE CORPORATION
V, as Depositor, the Purchasers parties thereto, and the Agent (as from time to
time amended, supplemented or otherwise modified in accordance with the terms
thereof, the "Note Purchase Agreement"; unless otherwise defined herein, terms
defined in the Note Purchase Agreement are used herein as therein defined); and

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

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

          (a) Upon receipt by the Agent of five counterparts of this Supplement,
to each of which is attached a fully completed Schedule I and Schedule II, each
of which has been executed by the Additional Purchaser, the Issuer and the
Agent, the Agent will transmit to the Servicer, the Issuer, the Indenture
Trustee and the Additional Purchaser a Joinder Effective Notice, substantially
in the form of Schedule III to this Supplement (a "Joinder Effective Notice").
Such Joinder Effective Notice shall be executed by the Agent and shall set
forth, inter alia, the date on which the transfer effected by this Supplement
shall become effective (the "Joinder Effective Date"). From and after the
Joinder Effective Date, the Additional Purchaser shall be a Purchaser party to
the Note Purchase Agreement for all purposes thereof and shall be a Noncommitted
Purchaser or Committed Purchaser, as specified on such Schedule II, and, if
applicable, a Liquidity Provider as set forth in Schedule II hereto, having an
initial Noncommitted Purchaser Percentage or Commitment Percentage, as
applicable, and a Liquidity Percentage, if applicable, and a Commitment, if
applicable, as set forth in such Schedule II. If the Additional Purchaser is a
Noncommitted Purchaser, then (i) such Schedule II identifies its Liquidity
Providers and (ii) each such Liquidity Provider has executed and delivered (or
is concurrently herewith executing and delivering) its own Joinder Supplement
with respect to such Additional Purchaser.


                                      -1-
<PAGE>

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

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

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

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

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


                                      -2-
<PAGE>

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

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


                                      -3-
<PAGE>


                                                                   SCHEDULE I TO
                                                              JOINDER SUPPLEMENT

                          COMPLETION OF INFORMATION AND
                        SIGNATURES FOR JOINDER SUPPLEMENT

         Re:      Amended and Restated Note Purchase Agreement, dated as of
                  April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A, as
                  Issuer, BLUEGREEN CORPORATION, as Seller and Servicer,
                  BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor, the
                  Purchasers party thereto and ING Capital LLC, as Agent.

Item 1:           Date of Joinder Supplement:

Item 2:           Additional Purchaser:

Item 3:           Signatures of Parties to Agreement:


                                 -----------------------------------------------
                                 as Additional Purchaser
                        By:
                                 -----------------------------------------------
                                 Name:
                                 Title:
                        [By:
                                 -----------------------------------------------
                                 Name:
                                 Title:]

                        BXG RECEIVABLES NOTE TRUST 2001-A
                        as Issuer

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

                        By:
                                 -----------------------------------------------
                                 Name:
                                 Title:

                        ING Capital LLC, as Agent

                        By:
                                 -----------------------------------------------
                                 Name:
                                 Title:

                        By:
                                 -----------------------------------------------
                                 Name:
                                 Title:


                                      -1-
<PAGE>


                                                                  SCHEDULE II TO
                                                              JOINDER SUPPLEMENT

                      LIST OF INVESTING OFFICES, ADDRESSES
                           FOR NOTICES AND COMMITMENT

[Additional Purchaser]
----------------------

     Noncommitted Purchaser:       Yes/No
                                -----------
          Initial Noncommitted Purchaser Percentage:
          (if applicable)                                              -------%

          Liquidity Providers and Initial Liquidity Percentage:
          (if applicable)                                              -------%

          ----------------------                                       -------%

          ----------------------                                       -------%

          ----------------------                                       -------%

     Committed Purchaser:          Yes/No                              -------%
                                -----------

          Initial Commitment Percentage:
          (if applicable)                                              -------%

          Commitment:                                             $------------

     Liquidity Provider (if applicable):

          Related Noncommitted Purchaser:                          ------------

          Liquidity Percentage:                                        -------%

Address for Notices:
-------------------

Investing Office:
----------------


                                      -1-
<PAGE>


                                                                 SCHEDULE III TO
                                                              JOINDER SUPPLEMENT

                                     FORM OF
                            JOINDER EFFECTIVE NOTICE

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

     The undersigned, as Agent under the Amended and Restated Note Purchase
Agreement, dated as of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A,
as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN RECEIVABLES
FINANCE CORPORATION V, as Depositor, the Purchasers parties thereto and ING
Capital LLC, as Agent for the Purchasers thereunder, acknowledges receipt of
five executed counterparts of a completed Joinder Supplement. [Note: attach
copies of Schedules I and II from such Agreement.] Terms defined in such
Supplement are used herein as therein defined.

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

Very truly yours,

ING CAPITAL LLC, as Agent

By:
         --------------------------------------------
         Name:
         Title:
By:
         --------------------------------------------
         Name:
         Title:


                                      -1-
<PAGE>


                                                                       EXHIBIT C

                           FORM OF TRANSFER SUPPLEMENT

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

                              W I T N E S S E T H:

         WHEREAS, this Supplement is being executed and delivered in accordance
with subsection 8.1(e) of the Amended and Restated Note Purchase Agreement,
dated as of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A, as Issuer,
BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN RECEIVABLES FINANCE
CORPORATION V, as Depositor, the Purchasers parties thereto and the Agent (as
from time to time amended, supplemented or otherwise modified in accordance with
the terms thereof, the "Note Purchase Agreement"; unless otherwise defined
herein, terms defined in the Note Purchase Agreement are used herein as therein
defined);

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

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

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

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

     (h) At or before 12:00 Noon, local time of the Transferor Purchaser, on the
Transfer Effective Date, the Purchasing Purchaser shall pay to the Transferor
Purchaser, in immediately

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


                                      -1-
<PAGE>

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

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

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


                                      -2-
<PAGE>

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

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

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

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


                                      -3-
<PAGE>

the Seller, the Servicer and the Issuer) that it will perform in accordance with
their terms all of the obligations which by the terms of the Note Purchase
Agreement are required to be performed by it as a Purchaser.

     (n) Schedule II hereto sets forth the revised Noncommitted Purchaser
Percentage or the revised Commitment Percentage, the revised Liquidity
Percentage, if applicable, and Commitment of the Transferor Purchaser, as
applicable, the Noncommitted Purchaser Percentage or the Commitment Percentage,
the Liquidity Percentage, if applicable, Commitment and Commitment Expiration
Date of the Purchasing Purchaser, as applicable, and the initial Investing
Office of the Purchasing Purchaser, as well as administrative information with
respect to the Purchasing Purchaser.

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

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


                                      -4-
<PAGE>


                                                                   SCHEDULE I TO
                                                             TRANSFER SUPPLEMENT

                          COMPLETION OF INFORMATION AND
                       SIGNATURES FOR TRANSFER SUPPLEMENT

                  Re:      Amended and Restated Note Purchase Agreement, dated
                           as of April 17, 2002, among BXG RECEIVABLES NOTE
                           TRUST 2001-A, BLUEGREEN CORPORATION, as Seller and
                           Servicer, BLUEGREEN RECEIVABLES FINANCE CORPORATION
                           V, as Depositor, the Purchasers party thereto and ING
                           Capital LLC, as Agent.

Item 1:       Date of Transfer Supplement:

Item 2:       Transferor Purchaser:

Item 3:       Purchasing Purchaser:

Item 4:       Signatures of Parties to Agreement:


                                   ---------------------------------------------
                                   as Transferor Purchaser

                          By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                          By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                                   ---------------------------------------------
                                   as Purchasing Purchaser

                          By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                          By:
                                   ---------------------------------------------
                                   Name:
                                   Title:


                                      -1-
<PAGE>


CONSENTED TO AND ACCEPTED BY:
ING CAPITAL LLC, as Agent

By:
         --------------------------------------------
         Name:
         Title:

By:
         --------------------------------------------
         Name:
         Title:

BXG RECEIVABLES NOTE TRUST 2001-A

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

By:
         --------------------------------------------
         Name:
         Title:


                                      -2-
<PAGE>


                                                                  SCHEDULE II TO
                                                             TRANSFER SUPPLEMENT

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

[Transferor Purchaser]

A.   Noncommitted Purchaser:    Yes/No
                                ------

     If applicable:

         Noncommitted Purchaser Percentage:                            _______%
         ---------------------------------

         Transferor Purchaser

         Noncommitted Purchaser Percentage
         Prior to Sale:                                                _______%

         Noncommitted Purchaser Percentage Sold:                       _______%

         Noncommitted Purchaser Percentage Retained:                   _______%

         Liquidity Providers and Liquidity Percentages after Sale:

         ----------------------                                        _______%

         ----------------------                                        _______%

         ----------------------                                        _______%

B.   Committed Purchaser:         Yes/No
                                  ------
     If applicable:

         Commitment Percentage:
         ---------------------

         Transferor Purchaser Commitment Percentage
         Prior to Sale:                                                _______%

         Commitment Percentage Sold:                                   _______%

         Commitment Percentage Retained:                               _______%

         Commitment:
         ----------
         Transferor Purchaser Commitment
         Prior to Sale:                                               $________


                                      -1-
<PAGE>

         Commitment Sold:                                             $________

         Commitment Retained                                          $________

C.   Liquidity Commitment:                                             _______%
     --------------------

     Related Noncommitted Purchaser:                                ____________

     Liquidity Percentage Prior to Sale:                                _______%

     Liquidity Percentage Sold:

     Liquidity Percentage Retained:                                     _______%

D.   Outstanding Amount of Notes:
     ---------------------------

     Transferor Purchaser
     Outstanding Amount of Notes Prior to Sale:                        $________

     Outstanding Amount of Notes Sold:                                 $________

     Outstanding Amount of Notes Retained:                             $________

E.   Purchase Percentage:                                               _______%
     -------------------

[Purchasing Purchaser]

A.   Noncommitted Purchaser:  Yes/No
                              ------
     If applicable:

         Initial Noncommitted Purchaser Percentage:                    _______%

         Liquidity Providers and Liquidity Percentages after Sale:

         ----------------------                                        _______%

         ----------------------                                        _______%

         ----------------------                                        _______%

B.   Committed Purchaser:  Yes/No
                           ------

     If applicable:

         Committed Percentage:                                         _______%

         Commitment:                                                  $________


                                      -2-
<PAGE>

         Related Noncommitted Purchaser:                               ________

         Liquidity Percentage:                                         _______%

C.   Outstanding Amount of Notes Owned Immediately After Sale:        $________

Address for Notices:
-------------------

Investing Office:
----------------


                                      -3-
<PAGE>


                                                                 SCHEDULE III TO
                                                             TRANSFER SUPPLEMENT

                                     Form of
                            Transfer Effective Notice

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

         The undersigned, as Agent under the Amended and Restated Note Purchase
Agreement, dated as of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A,
as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN RECEIVABLES
FINANCE CORPORATION V, as Depositor, the Purchasers parties thereto and ING
Capital LLC, as Agent for the Purchasers thereunder, acknowledges receipt of
five executed counterparts of a completed Transfer Supplement. [Note: attach
copies of Schedules I and II from such Agreement.] Terms defined in such
Supplement are used herein as therein defined.

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

Very truly yours,

ING CAPITAL LLC, as Agent


By:
         --------------------------------------------
         Name:
         Title:
By:
         --------------------------------------------
         Name:
         Title:



                                      -1-