<PAGE>
                                                                  EXHIBIT 10.131


                              STANDARD DEFINITIONS

                  "15 MONTH RESERVE TEST" will be satisfied if, on the Payment
Date occurring in October 2005, (A) for each of the Due Periods in which the
Servicer disposes of a Timeshare Property that occurs prior to and including the
Due Period related to the Payment Date occurring in October 2005, the Recovery
Percentage (as defined below) is equal to or greater than 40%, (B) the aggregate
of the Loan Balances of all Defaulted Timeshare Loans as of the date each such
Defaulted Timeshare Loan became a Defaulted Timeshare Loan since the Closing
Date (without regard to Net Recoveries on such Defaulted Timeshare Loans),
divided by the Cut-Off Date Loan Balance of all Initial Timeshare Loans (as of
the Initial Cut-Off Date) and all Subsequent Timeshare Loans (as of their
respective Cut-Off Dates) is less than 10% and (C) the aggregate of the Loan
Balances of all Defaulted Timeshare Loans as of the date each such Defaulted
Timeshare Loan became a Defaulted Timeshare Loan since the Closing Date less all
Net Recoveries on such Defaulted Timeshare Loans, divided by the Cut-Off Date
Loan Balance of all Initial Timeshare Loans (as of the Initial Cut-Off Date) and
all Subsequent Timeshare Loans (as of their respective Cut-Off Dates) is less
than 7%.

                  "18 MONTH RESERVE TEST" will be satisfied if (A) in the event
that on the Payment Date occurring in October 2005, the 15 Month Reserve Test
was satisfied, (1) for each of the Due Periods related to the Payment Dates
occurring in November 2005, December 2005 and January 2006, the Recovery
Percentage is equal to or greater than 40% and (2) the Servicer has disposed of
a Timeshare Property in each such Due Periods, or (B) in the event that on the
Payment Date occurring in October 2005, the 15 Month Reserve Test was not
satisfied, (1)(a) for each of the Due Periods related to the Payment Dates
occurring in November 2005, December 2005 and January 2006, the Recovery
Percentage is equal to or greater than 40% and (b) the Servicer has disposed of
a Timeshare Property in each such Due Periods, (2) the aggregate of the Loan
Balances of all Defaulted Timeshare Loans as of the date each such Defaulted
Timeshare Loan became a Defaulted Timeshare Loan since the Closing Date (without
regard to Net Recoveries on such Defaulted Timeshare Loans), divided by the
Cut-Off Date Loan Balance of all Initial Timeshare Loans (as of the Initial
Cut-Off Date) and all Subsequent Timeshare Loans (as of their respective Cut-Off
Dates) is less than 10% and (3) the aggregate of the Loan Balances of all
Defaulted Timeshare Loans as of the date each such Defaulted Timeshare Loan
became a Defaulted Timeshare Loan since the Closing Date less all Net Recoveries
on such Defaulted Timeshare Loans, divided by the Cut-Off Date Loan Balance of
all Initial Timeshare Loans (as of the Initial Cut-Off Date) and all Subsequent
Timeshare Loans (as of their respective Cut-Off Dates) is less than 7%.

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

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




<PAGE>

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

                  "ADJUSTED NOTE BALANCE" shall equal, for any Class of Notes,
the Outstanding Note Balance of such Class of Notes immediately prior to such
Payment Date, less any Note Balance Write-Down Amounts previously applied in
respect of such Class of Notes; PROVIDED, HOWEVER, to the extent that for
purposes of consents, approvals, voting or other similar act of the Noteholders
under any of the Transaction Documents, "Adjusted Note Balance" shall exclude
Notes which are held by Bluegreen or any Affiliate thereof.

                  "ADMINISTRATION AGREEMENT" shall mean the administration
agreement, dated as of June 15, 2004, by and among the Administrator, the Owner
Trustee, the Issuer and the Indenture Trustee, as amended from time to time in
accordance with the terms thereof.

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

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

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

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

                  "AGGREGATE CLOSING DATE COLLATERAL BALANCE" is an amount equal
to $172,087,912.09.

                  "AGGREGATE INITIAL NOTE BALANCE" is equal to the sum of the
Initial Note Balances for all Classes of Notes.




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                  "AGGREGATE LOAN BALANCE" means the sum of the Loan Balances
for all Timeshare Loans (except Defaulted Timeshare Loans).

                  "AGGREGATE OUTSTANDING NOTE BALANCE" is equal to the sum of
the Outstanding Note Balances for all Classes of Notes.

                  "ARUBA LOAN" shall mean a Timeshare Loan originated by the
Aruba Originator prior to January 26, 2004 and evidenced by a Finance Agreement.

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

                  "ARUBA SHARE CERTIFICATE" shall mean a share certificate
issued by the timeshare cooperative association of La Cabana Beach Resort and
Racquet Club in Aruba, which entitles the owner thereof the right to use and
occupy a fixed Unit at a fixed period of time each year at the La Cabana Beach
Resort and Racquet Club in Aruba.

                  "ASSIGNMENT OF MORTGAGE" shall mean, with respect to a Club
Loan, a written assignment of one or more Mortgages from the related Originator
or Seller to the Indenture Trustee, for the benefit of the Noteholders, relating
to one or more Timeshare Loans in recordable form, and signed by an Authorized
Officer of all necessary parties, sufficient under the laws of the jurisdiction
wherein the related Timeshare Property is located to give record notice of a
transfer of such Mortgage and its proceeds to the Indenture Trustee.

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

                  "ASSUMPTION DATE" shall have the meaning specified in the
Backup Servicing Agreement.

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

                  "AVAILABLE FUNDS" shall mean for any Payment Date, (A) all
funds on deposit in the Collection Account after making all transfers and
deposits required from (i) the Lockbox Account pursuant to the Lockbox
Agreement, (ii) the General Reserve Account pursuant to Section 3.2(b) of the
Indenture, (iii) the Prefunding Account pursuant to Section 3.2(c) of the
Indenture, (iv) the Capitalized Interest Account pursuant to Section 3.2(d) of
the Indenture (v) the Club Originator or the Depositor, as the case may be,
pursuant to Section 4.6 of the Indenture, and (vi) the Servicer pursuant to the
Indenture, plus (B) all investment earnings on funds on deposit in the
Collection Account from the immediately preceding Payment Date through such
Payment Date, less (C) amounts on deposit in the Collection Account related to



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collections related to any Due Periods subsequent to the Due Period related to
such Payment Date, less (D) any Additional Servicing Compensation on deposit in
the Collection Account.

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

                  "BACKUP SERVICING AGREEMENT" shall mean the backup servicing
agreement, dated as of June 15, 2004, by and among the Issuer, the Depositor,
the Servicer, the Backup Servicer and the Indenture Trustee, as the same may be
amended, supplemented or otherwise modified from time to time.

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

                   (A) prior to the removal or resignation of Bluegreen, as
Servicer, the greater of (i) $1,000.00 and (ii) the product of (1)(x) $0.10 and
(y) the number of Timeshare Loans in the Trust Estate at the end of the related
Due Period if such number of Timeshare Loans is 20,000 or less or (2)(x) $0.075
and (y) the number of Timeshare Loans in the Trust Estate at the end of the
related Due Period if such number of Timeshare Loans is greater than 20,000, and

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

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

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

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

                  "BIG SKY RESORT" shall mean the Resort located in Montana
known as Lake Condominiums at Big Sky(TM) Resort.

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

                  "BLUEGREEN OWNED RESORTS" shall mean the following resorts:
MountainLoft(TM) Resort, Laurel Crest(TM) Resort, Shore Crest Vacation
Villas(TM), Harbour Lights(TM) Resort, The Lodge Alley Inn(TM), The Falls
Village(TM) Resort, Christmas Mountain Village(TM), Orlando's Sunshine Resort,
Solara Surfside(TM) Condominium, Shenendoah Crossing(TM) Farm and Country Club,
La Cabana Beach Resort and Racquet Club, Casa Del Mar Beach Resort(TM), Grande
Villas(TM) at World Golf Village(TM) Condominium(R) and Mountain Run at
Boyne(TM).




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                  "BOOK-ENTRY NOTE" shall mean a beneficial interest in the
Notes, ownership and transfers of which shall be made through book-entries by
the Depository.

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

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

                  "BXG TRUST 2001-A" shall mean the BXG Receivables Note Trust
2001-A, a Delaware statutory trust.

                  "CAPITALIZED INTEREST ACCOUNT" shall mean the account
maintained by the Indenture Trustee pursuant to Section 3.2(d) of the Indenture.

                  "CAPITALIZED INTEREST ACCOUNT INITIAL DEPOSIT" shall equal
$231,082.22.

                  "CAPITALIZED INTEREST REQUIREMENT" shall mean for each
Determination Date during the Prefunding Period, an amount equal to the product
of (i) one-twelfth of the weighted average Note Rates of each Class of Notes and
(ii) the amount on deposit in the Prefunding Account.

                  "CASA DEL MAR RESORT" shall mean the Resort located in Florida
known as Casa Del Mar Beach Resort(TM).

                  "CASH ACCUMULATION EVENT" shall exist on any Determination
Date, if (A) for the last three Due Periods, the average Delinquency Level for
Timeshare Loans that are 61 days or more delinquent is equal to or greater than
6%, or (B) (1) prior to and including the Due Period ending in July 2005, for
the last six Due Periods, the average Default Level is equal to or greater than
12% and (2) after the Due Period occurring in July 2005, for the last six Due
Periods, the average Default Level is equal to or greater than 10%, or (C) the
Cumulative Default Level is equal to or greater than the applicable Cumulative
Default Percentage, or (D) the Servicer (if Bluegreen) fails to have at least
$75,000,000 in financing facilities in place. A Cash Accumulation Event shall be
deemed to be continuing until the earlier of (A) the immediately following
Determination Date upon which none of the events described in this paragraph
exists and (B) the day on which the Outstanding Note Balance of each Class of
Notes has been reduced to zero.

                  "CEDE & CO." shall mean the initial registered holder of the
Notes, acting as nominee of The Depository Trust Company.

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




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                  "CERTIFICATE DISTRIBUTION ACCOUNT" shall have the meaning
specified in Section 5.01 of the Trust Agreement.

                  "CERTIFICATE OF TRUST" shall mean the Certificate of Trust in
the form attached as EXHIBIT A to the Trust Agreement.

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

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

                  "CLASS A NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLASS B NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLASS C NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLASS D NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLASS E NOTES" shall have the meaning specified in the
Recitals of the Issuer in the Indenture.

                  "CLOSING DATE" shall mean July 8, 2004.

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

                  "CLUB LOAN" shall mean a Timeshare Loan originated by the Club
Originator and evidenced by a Mortgage Note and secured by a first Mortgage on a
fractional fee simple timeshare interest in a Unit.

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

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

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

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



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

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

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

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

                  "COLLECTION POLICY" shall mean the collection policies of the
initial servicer in effect on the Closing Date, as may be amended from time to
time in accordance with the Servicing Standard.

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

                  "CONFIDENTIAL INFORMATION" means information obtained by any
Noteholder including, without limitation, the Preliminary Confidential Offering
Circular dated June 25, 2004 or the Confidential Offering Circular dated July 1,
2004 related to the Notes and the Transaction Documents, that is proprietary in
nature and that was clearly marked or labeled as being confidential information
of the Issuer, the Servicer or their Affiliates, provided that such term does
not include information that (a) was publicly known or otherwise known to the
Noteholder prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Noteholder or any Person
acting on its behalf, (c) otherwise becomes known to the Noteholder other than
through disclosure by the Issuer, the Servicer or their Affiliates or (d) any
other public disclosure authorized by the Issuer or the Servicer.

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

                  "CORPORATE TRUST OFFICE" shall mean the office of the
Indenture Trustee located in the State of Minnesota, which office is at the
address set forth in Section 13.3 of the Indenture.

                  "CREDIT POLICY" shall mean the credit and underwriting
policies of the Originators in effect on the Closing Date.

                  "CUMULATIVE DEFAULT LEVEL" shall mean for any Determination
Date, an amount equal to the sum of the Loan Balances of all Timeshare Loans
that became Defaulted Timeshare Loans since the Closing Date (other than
Defaulted Timeshare Loans that subsequently become current and are still subject
to the Lien of the Indenture at such time) divided by the sum of the Cut-Off
Date Loan Balances of (A) all Initial Timeshare Loans (as of the Initial Cut-Off
Date) and (B) all Subsequent Timeshare Loans (as of their respective Cut-Off
Dates) (expressed as a percentage). For purposes of this definition "Timeshare
Loan" shall include those timeshare



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loans that have been released from the Lien of the Indenture pursuant to Section
4.7(c) of the Indenture.

                  "CUMULATIVE DEFAULT PERCENTAGE" shall equal 10% on or before
July 1, 2005; 14% on or before July 1, 2006; 18% on or before July 1, 2007; 20%
on or before July 1, 2008 and 22% thereafter.

                  "CUSTODIAL AGREEMENT" shall mean the custodial agreement,
dated as of June 15, 2004 by and among the Issuer, the Depositor, the Servicer,
the Backup Servicer, and the Indenture Trustee and Custodian, as the same may be
amended, supplemented or otherwise modified from time to time providing for the
custody and maintenance of the Timeshare Loan Documents relating to the
Timeshare Loans.

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

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

                  "CUT-OFF DATE" shall mean, with respect to (i) the Initial
Timeshare Loans, the Initial Cut-Off Date, and (ii) any Qualified Substitute
Timeshare Loan or Subsequent Timeshare Loan, the related Subsequent Cut-Off
Date.

                  "CUT-OFF DATE LOAN BALANCE" shall mean the Loan Balance of a
Timeshare Loan on its related Cut-Off Date.

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

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

                  "DEFAULTED TIMESHARE LOAN" is any Timeshare Loan for which any
of the earliest following events may have occurred: (i) the Servicer has
commenced cancellation or forfeiture or deletion actions on the related
Timeshare Loan after collection efforts have failed in accordance with its
credit and collection policies, (ii) as of the last day of any Due Period, all
or part of a scheduled payment under the Timeshare Loan is more than 120 days
delinquent from the due date, or (iii) the related Timeshare Loan otherwise
ceases to be an Eligible Timeshare Loan.

                  "DEFECTIVE TIMESHARE LOAN" shall have the meaning specified in
Section 4.6 of the Indenture.




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                  "DEFERRED INTEREST AMOUNT" shall mean, with respect to a Class
of Notes and a Payment Date, the sum of (i) interest accrued at the related Note
Rate during the related Interest Accrual Period on such Note Balance Write-Down
Amounts applied in respect of such Class and (ii) any unpaid Deferred Interest
Amounts from any prior Payment Date, together with interest thereon at the
applicable Note Rate from the date any such Note Balance Write-Down Amount was
applied in respect of such Class, to the extent permitted by law.

                  "DEFINITIVE NOTE" shall have the meaning specified in Section
2.2 of the Indenture.

                  "DELINQUENCY EVENT" shall have occurred if the average
Delinquency Level over the last five Due Periods for Timeshare Loans that are 31
days or more delinquent is equal to or greater than 7%. A Delinquency Event
shall be deemed to exist and be continuing until the average Delinquency Level
over the last five Due Periods for Timeshare Loans that are 31 days or more
delinquent is less than 7% for three consecutive Due Periods.

                  "DELINQUENCY LEVEL" shall mean for any Due Period, an amount
equal to the sum of the Loan Balances of Timeshare Loans (other than Defaulted
Timeshare Loans) that are the specified number of days delinquent on the last
day of such Due Period divided by the Aggregate Loan Balance on the first day of
such Due Period (expressed as a percentage).

                  "DELINQUENCY RESERVE AMOUNT" shall mean, for any Payment Date,
the product of (i) if (A) no Delinquency Event exists and is continuing, 3.00%
or (B) a Delinquency Event exists and is continuing, 5.00%, and (ii) the
aggregate of the Loan Balances of all Timeshare Loans (including Defaulted
Timeshare Loans) subject to the lien of the Indenture (as of the end of the
related Due Period).

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

                  "DEPOSITORY" shall mean an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The initial Depository shall be The Depository Trust Company.

                  "DEPOSITORY AGREEMENT" shall mean the letter of
representations dated as of July 8, 2004, by and among the Issuer, the Indenture
Trustee and the Depository.

                  "DEPOSITORY PARTICIPANT" shall mean a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges securities deposited with
the Depository.

                  "DETERMINATION DATE" shall mean the day that is five Business
Days prior to such Payment Date.

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




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<PAGE>

                  "DTC" shall mean The Depository Trust Company, and its
permitted successors and assigns.

                  "DUE PERIOD" shall mean with respect to any Payment Date, the
period from the 16th day of the second preceding calendar month to the 15th day
of the preceding calendar month. The initial Due Period for the Initial Payment
Date, shall be the period from and including June 16, 2004 to July 15, 2004.

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

                  "ELIGIBLE INVESTMENTS" shall mean one or more of the
following:

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

                           (b) federal funds, certificates of deposit, time
                  deposits and bankers' acceptances, each of which shall not
                  have an original maturity of more than 90 days, of any
                  depository institution or trust company incorporated under the
                  laws of the United States or any state; provided that the
                  long-term unsecured debt obligations of such depository
                  institution or trust company at the date of acquisition
                  thereof have been rated by each Rating Agency in one of the
                  three highest rating categories available from S&P and no
                  lower than A2 by Moody's; and provided, further, that the
                  short-term obligations of such depository institution or trust
                  company shall be rated in the highest rating category by such
                  Rating Agency;

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

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




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<PAGE>

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

and provided, further, that (i) no instrument shall be an Eligible Investment if
such instrument evidences a right to receive only interest payments with respect
to the obligations underlying such instrument, and (ii) no Eligible Investment
may be purchased at a price in excess of par. Eligible Investments may include
those Eligible Investments with respect to which the Indenture Trustee or an
Affiliate thereof provides services.

                  "ELIGIBLE OWNER TRUSTEE" shall have the meaning specified in
Section 10.01 of the Trust Agreement.

                  "ELIGIBLE TIMESHARE LOAN" shall mean a Timeshare Loan which
meets all of the criteria set forth in SCHEDULE I of the Sale Agreement.

                  "EQUITY" shall mean the "Total Shareholder's Equity" specified
in Bluegreen's Consolidated Balance Sheet as reported in Bluegreen's most recent
filing with the Securities Exchange Commission.

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

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

                  "EVENT OF DEFAULT" shall have the meaning specified in Section
6.1 of the Indenture.

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

                  "FORECLOSURE PROPERTIES" shall have the meaning specified in
Section 5.3(b) of the Indenture.

                  "GENERAL RESERVE ACCOUNT" shall mean the account maintained by
the Indenture Trustee pursuant to Section 3.2(b) of the Indenture.

                  "GENERAL RESERVE ACCOUNT INITIAL DEPOSIT" shall mean an amount
equal to 1.00% of the Aggregate Closing Date Collateral Balance.




                                     - 11 -
<PAGE>

                  "GENERAL RESERVE ACCOUNT REQUIRED BALANCE" shall mean with
respect to Payment Dates occurring on and after the Payment Date in October
2005:

                  (i)      during the period from and including the Payment Date
                           in October 2005 through and including the Payment
                           Date occurring in December 2005, if the 15 Month
                           Reserve Test is satisfied on the Payment Date
                           occurring in October 2005, an amount equal to 6.65%
                           of the Cut-Off Date Loan Balance of all Initial
                           Timeshare Loans (as of the Initial Cut-Off Date) and
                           all Subsequent Timeshare Loans (as of their
                           respective Cut-Off Dates);

                  (ii)     during the period from and including the Payment Date
                           in October 2005 through and including the Payment
                           Date occurring in December 2005, if the 15 Month
                           Reserve Test is not satisfied on the Payment Date
                           occurring in October 2005, an amount equal to 10.30%
                           of the Cut-Off Date Loan Balance of all Initial
                           Timeshare Loans (as of the Initial Cut-Off Date) and
                           all Subsequent Timeshare Loans (as of their
                           respective Cut-Off Dates);

                  (iii)    on and after the Payment Date occurring in January
                           2006, if the 18 Month Reserve Test is satisfied on
                           the Payment Date occurring in January 2006, an amount
                           equal to (a) if no Cash Accumulation Event has
                           occurred, the greater of (x) the Delinquency Reserve
                           Amount and (y) 1.50% of the Cut-Off Date Loan Balance
                           of all Initial Timeshare Loans (as of the Initial
                           Cut-Off Date) and all Subsequent Timeshare Loans (as
                           of their respective Cut-Off Dates) or (b) if a Cash
                           Accumulation Event has occurred and has been cured,
                           the greater of (x) the Delinquency Reserve Amount and
                           (y) 3.00% of the Cut-Off Date Loan Balance of all
                           Initial Timeshare Loans (as of the Initial Cut-Off
                           Date) and all Subsequent Timeshare Loans (as of their
                           respective Cut-Off Dates); or

                  (iv)     on and after the Payment Date occurring in January
                           2006, if the 18 Month Reserve Test is not satisfied
                           on the Payment Date occurring in January 2006, an
                           amount equal to 10.30% of the Cut-Off Date Loan
                           Balance of all Initial Timeshare Loans (as of the
                           Initial Cut-Off Date) and all Subsequent Timeshare
                           Loans (as of their respective Cut-Off Dates).

                  "GLOBAL NOTE" shall have the meaning specified in Section 2.2
of the Indenture.

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

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

                  "HIGHEST LAWFUL RATE" shall have the meaning specified in
Section 3 of the Sale Agreement.

                  "HOLDER" or "NOTEHOLDER" shall mean a holder of a Class A
Note, a Class B Note, a Class C Note, a Class D Note or a Class E Note.

                  "II" shall mean Interval International, Inc.




                                     - 12 -
<PAGE>

                  "INDENTURE" shall mean the indenture, dated as of June 15,
2004, by and among the Issuer, the Club Trustee, the Servicer, the Backup
Servicer and the Indenture Trustee.

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

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

                  "INITIAL CUT-OFF DATE" shall mean the close of business on
June 15, 2004.

                  "INITIAL NOTE BALANCE" shall mean with respect to the Class A
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E
Notes, $72,300,000, $24,100,000, $10,300,000, $43,000,000 and $6,900,000,
respectively.

                  "INITIAL PAYMENT DATE" shall mean the Payment Date occurring
in August 2004.

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

                  "INITIAL TIMESHARE LOANS" shall mean the Timeshare Loans
listed on the Schedule of Timeshare Loans purchased by the Issuer and pledged to
the Indenture Trustee on the Closing Date.

                  "INTENDED TAX CHARACTERIZATION" shall have the meaning
specified in Section 4.2(b) of the Indenture.

                  "INTEREST ACCRUAL PERIOD" shall mean with respect to (i) any
Payment Date other than the Initial Payment Date, the period from the 16th day
of the second preceding calendar month to the 15th day of the preceding calendar
month and (ii) the Initial Payment Date, the period from and including the
Closing Date through July 15, 2004.

                  "INTEREST DISTRIBUTION AMOUNT" shall equal, for a Class of
Notes and on any Payment Date, the sum of (i) interest accrued during the
related Interest Accrual Period at the related Note Rate on the Outstanding Note
Balance of such Class of Notes immediately prior to such Payment Date (or, if
any Note Balance Write-Down Amounts have been applied to such Class of Notes,
the Adjusted Note Balance of such Class of Notes) and (ii) the amount of unpaid
Interest Distribution Amounts from prior Payment Dates for such Class of Notes,
plus, to the extent permitted by applicable law, interest on such unpaid amount
at the related Note Rate. The Interest Distribution Amount shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months.

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



                                     - 13 -
<PAGE>

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

                  "KNOWLEDGE" shall mean (a) as to any natural Person, the
actual awareness of the fact, event or circumstance at issue or receipt of
notification by proper delivery of such fact, event or circumstance and (b) as
to any Person that is not a natural Person, the actual awareness of the fact,
event or circumstance at issue by a Responsible Officer of such Person or
receipt, by a Responsible Officer of such Person, of notification by proper
delivery of such fact, event or circumstance.

                  "LA CABANA RESORT" shall mean the Resort located in Aruba
known as the La Cabana Beach Resort and Racquet Club.

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

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

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

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

                  "LOAN BALANCE" shall mean, for any date of determination, the
outstanding principal balance due under or in respect of a Timeshare Loan
(including a Defaulted Timeshare Loan).

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

                  "LOCKBOX AGREEMENT" shall mean the lockbox agreement, dated as
of June 15, 2004, by and among the Issuer, the Indenture Trustee and the Lockbox
Bank.

                  "LOCKBOX BANK" shall mean Bank of America, a national banking
association.



                                     - 14 -
<PAGE>

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

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

                  "MONTHLY SERVICER REPORT" shall have the meaning specified in
Section 5.5 of the Indenture.

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

                  "MORTGAGE" shall mean, with respect to a Club Loan, any
purchase money mortgage, deed of trust, purchase money deed of trust or mortgage
deed creating a first lien on a Timeshare Property to secure debt granted by the
Club Trustee on behalf of an Obligor to the Club Originator with respect to the
purchase of such Timeshare Property and/or the contribution of the same to the
Club and otherwise encumbering the related Timeshare Property to secure payments
or other obligations under such Timeshare Loan.

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

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

                  "NET RECOVERY" for a Defaulted Timeshare Loan shall equal (a)
the liquidation proceeds after disposition of the related Timeshare Property to
a person other than the Servicer or an affiliate thereof following foreclosure
or other enforcement action, less (b) all liquidation expenses, including
related remarketing expenses and sales expenses.

                  "NEW SERVICING FEE PROPOSAL" shall have the meaning specified
in Section 5.4 of the Indenture.

                  "NON-BLUEGREEN OWNED RESORTS" shall mean the resorts that are
not Bluegreen Owned Resorts in the Club.

                  "NOTE BALANCE WRITE-DOWN AMOUNT" shall mean with respect to
any Payment Date, an amount equal to the excess, if any, of the Aggregate
Outstanding Note Balance (immediately after the distribution of Available Funds)
over the sum of (i) the Aggregate Loan Balance as of the end of the Due Period
related to such Payment Date and amounts on deposits in the General Reserve
Account and the Prefunding Account, if any.

                  "NOTE OWNER" shall mean, with respect to a Book-Entry Note,
the Person who is the beneficial owner of such Book-Entry Note, as reflected on
the books of the Depository or on the books of a Person maintaining an account
with such Depository (directly or as an indirect participant, in accordance with
the rules of such Depository).



                                     - 15 -
<PAGE>

                  "NOTE PURCHASE AGREEMENT" shall mean that certain note
purchase agreement dated July 1, 2004, between the Initial Purchaser and the
Issuer.

                  "NOTE RATE" shall mean with respect to the Class A Notes, the
Class B Notes, the Class C Notes, the Class D Notes and Class E Notes, 4.445%,
4.695%, 5.190%, 6.680% and 7.180%, respectively.

                  "NOTE REGISTER" shall have the meaning specified in Section
2.4(a) of the Indenture.

                  "NOTE REGISTRAR" shall have the meaning specified in Section
2.4(a) of the Indenture.

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

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

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

                  "OFFICER'S CERTIFICATE" shall mean a certificate executed by a
Responsible Officer of the related party.

                  "OPINION OF COUNSEL" shall mean a written opinion of counsel,
in each case acceptable to the addressees thereof.

                  "OPTIONAL PURCHASE LIMIT" shall mean, on any date, an amount
equal to (x) 15% of the Aggregate Closing Date Collateral Balance less (y) the
aggregate Loan Balances (as of the related purchase dates or release dates, as
applicable) of all Defaulted Timeshare Loans (a) previously purchased by the
Club Originator pursuant to the Sale Agreement, the Purchase Agreement or the
Transfer Agreement and (b) previously released pursuant to Section 4.7(c) of the
Indenture.

                  "OPTIONAL REDEMPTION DATE" shall mean the first date in which
the Aggregate Outstanding Note Balance is less than or equal to 10% of the
Aggregate Initial Note Balance of all Classes of Notes.

                  "OPTIONAL SUBSTITUTION LIMIT" shall mean, on any date, an
amount equal to (x) 20% of the Aggregate Closing Date Collateral Balance less
(y) the aggregate Loan Balances (as of the related Transfer Dates) of all
Defaulted Timeshare Loans previously substituted by the Club Originator pursuant
to the Sale Agreement, the Purchase Agreement or the Transfer Agreement.

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

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




                                     - 16 -
<PAGE>

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

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

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

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

                  "OUTSTANDING NOTE BALANCE" shall mean as of any date of
determination and Class of Notes, the Initial Note Balance of such Class of
Notes less the sum of Principal Distribution Amounts actually distributed to the
Holders of such Class of Notes as of such date; PROVIDED, HOWEVER, to the extent
that for purposes of consents, approvals, voting or other similar act of the
Noteholders under any of the Transaction Documents, "Outstanding Note Balance"
shall exclude Notes which are held by Bluegreen or any Affiliate thereof.

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

                  "OWNER BENEFICIARY" shall have the meaning specified in the
Club Trust Agreement.

                  "OWNER BENEFICIARY AGREEMENT" shall mean the purchase
agreement entered into by each obligor and the Developer with respect to the
Club Loans.

                  "OWNER BENEFICIARY RIGHTS" shall have the meaning specified in
the Club Trust Agreement.

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

                  "OWNER TRUSTEE CORPORATE TRUST OFFICE" shall mean Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19801.




                                     - 17 -
<PAGE>

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

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

                  "PAYMENT DATE" shall mean the 1st day of each month, or, if
such date is not a Business Day, then the next succeeding Business Day,
commencing on the Initial Payment Date.

                  "PAYMENT DEFAULT EVENT" shall have occurred if (i) each Class
of Notes shall become due and payable pursuant to Section 6.2(a) of the
Indenture or (ii) each Class of Notes shall otherwise become due and payable
following an Event of Default under the Indenture and the Indenture Trustee has,
in its good faith judgment, determined that the value of the assets comprising
the Trust Estate is less than the Aggregate Outstanding Note Balance.

                  "PERCENTAGE INTEREST" shall mean with respect to the Class A
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E
Notes, 42.0127%, 14.0042%, 5.9861%, 24.9879% and 4.0091%, respectively.

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

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

                  "PREDECESSOR SERVICER WORK PRODUCT" shall have the meaning
specified in Section 5.4(b) of the Indenture.

                  "PREFUNDING ACCOUNT" shall be the account maintained by the
Indenture Trustee pursuant to Section 3.2(c) of the Indenture.




                                     - 18 -
<PAGE>

                  "PREFUNDING ACCOUNT INITIAL DEPOSIT" shall equal
$17,549,437.46.

                  "PREFUNDING PERIOD" shall mean the period commencing on the
Closing Date and ending on the Prefunding Termination Date.

                  "PREFUNDING TERMINATION DATE" shall mean the Determination
Date immediately following the earlier of (i) 90 days after the Closing Date,
(ii) the amount on deposit in the Prefunding Account is less than $10,000 and
(iii) the date on which an Event of Default occurs.

                  "PRINCIPAL DISTRIBUTION AMOUNT" shall equal for any Payment
Date and Class of Notes, the sum of the following:

                  (i)      the product of (a) such Class' Percentage Interest
                           and (b) the amount of principal collected in respect
                           of each Timeshare Loan during the related Due Period
                           (including, but not limited to, principal in respect
                           of scheduled payments, partial prepayments,
                           prepayments in full, liquidations, Substitution
                           Shortfall Amounts and Repurchase Prices, if any, but
                           excluding principal received in respect of Timeshare
                           Loans that became Defaulted Timeshare Loans during
                           prior Due Periods that have not been released from
                           the lien of the Indenture) or, if the Cut-Off Date
                           for a Timeshare Loan shall have occurred during the
                           related Due Period, the amount of principal collected
                           in respect of such Timeshare Loan after such Cut-Off
                           Date, and

                  (ii)     the product of (a) such Class' Percentage Interest
                           and (b) the aggregate Loan Balance of all Timeshare
                           Loans which became Defaulted Timeshare Loans during
                           the related Due Period, less the sum of (x) the
                           aggregate Loan Balance of all Qualified Substitute
                           Timeshare Loans which were conveyed to the Trust
                           Estate in respect of Defaulted Timeshare Loans during
                           the related Due Period, (y) the principal portion of
                           Repurchase Prices paid in respect of Defaulted
                           Timeshare Loans during the related Due Period, and
                           (z) the principal portion of Liquidation Proceeds
                           received during the related Due Period,

                  (iii)    on the first Payment Date after the Prefunding
                           Termination Date, the product of (a) such Class'
                           Percentage Interest divided by 91% and (b) the amount
                           deposited into the Collection Account from the
                           Prefunding Account pursuant to Section 3.2(c) of the
                           Indenture if any; and

                  (iv)     any unpaid Principal Distribution Amounts for such
                           Class from prior Payment Dates.

                  "PURCHASE AGREEMENT" shall mean the purchase and contribution
agreement, dated as of June 15, 2004, between the Club Originator and the
Depositor pursuant to which the Club Originator sells Timeshare Loans to the
Depositor during the Prefunding Period.




                                     - 19 -
<PAGE>

                  "QUALIFIED SUBSTITUTE TIMESHARE LOAN" shall mean a Timeshare
Loan (i) that, when aggregated with other Qualified Substitute Timeshare Loans
being substituted on such Transfer Date, has a Loan Balance, after application
of all payments of principal due and received during or prior to the month of
substitution, not in excess of the Loan Balance of the Timeshare Loan being
substituted on the related Transfer Date, (ii) that complies, as of the related
Transfer Date, with each of the representations and warranties contained in the
Sale Agreement, the Transfer Agreement and the Purchase Agreement, including
that such Qualified Substitute Timeshare Loan is an Eligible Timeshare Loan;
provided that there will be no age requirement if a Qualified Substitute
Timeshare Loan is an Upgrade Club Loan replacing an Original Club Loan with the
same Obligor, (iii) that shall not cause the weighted average coupon rate of the
Timeshare Loans to be less than 15% after such substitution, (iv) that shall not
cause the weighted average months of age on the Timeshare Loans to be less than
10 months after such substitution, and (v) that does not have a stated maturity
later than July 2017.

                  "RATING AGENCY" shall mean Moody's and S&P.

                  "RCI" shall mean Resorts Condominium International, Inc.

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

                  "RECEIVABLES COLLATERAL" shall have the meaning specified in
Section 3 of the Sale Agreement.

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

                  "RECOVERY PERCENTAGE" shall equal for any specified period,
(a) the aggregate of Net Recoveries during such period, divided by (b) the
aggregate of the Loan Balances of all related Defaulted Timeshare Loans as of
the date each such Defaulted Timeshare Loan became a Defaulted Timeshare Loan.

                  "REDEMPTION DATE" shall mean with respect to the redemption of
the Notes on or after the Optional Redemption Date, the date fixed pursuant to
Section 10.1 of the Indenture.

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

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



                                     - 20 -
<PAGE>

whatever character from time to time supporting or securing payment of such
Timeshare Loan, and (iv) all other security and books, records and computer
tapes relating to the foregoing.

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

                  "REQUEST FOR RELEASE" shall be a request for release of
Timeshare Loan Documents in the form required by the Custodial Agreement.

                  "REQUIRED PAYMENTS" shall mean each of the items described in
(i) through (xviii) of Section 3.4 of the Indenture.

                  "RESERVATION SYSTEM": The reservation system utilized by the
Club and owned by the Club Managing Entity and operated by Resort Condominium
International, Inc. or the services contracted by the Club Managing Entity with
a third party.

                  "RESIDUAL INTEREST CERTIFICATE" shall mean the certificate
issued under the Trust Agreement, which represents the economic residual
interest of the Trust formed thereunder.

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

                  "RESORT" shall mean any of the Bluegreen Owned Resorts or any
of the Non-Bluegreen Owned Resorts.

                  "RESORT INTERESTS" shall mean as defined in the Club Trust
Agreement.

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




                                     - 21 -
<PAGE>

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

                  "SALE AGREEMENT" shall mean that certain sale agreement, dated
as of June 15, 2004, between the Depositor and the Issuer pursuant to which the
Depositor sells Timeshare Loans to the Issuer.

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

                  1        Name of Obligor
                  2        Condo Ref/Loan Number
                  3        Interest Rate Per Annum
                  4        Date of Origin
                  5        Maturity
                  6        Sales Price
                  7        Monthly Payment
                  8        Original Loan Balance
                  9        Original Term
                  10       Outstanding Loan Balance
                  11       Down Payment
                  12       First payment date

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

                  "SELLER" shall mean with respect to (i) the Purchase
Agreement, Bluegreen, (ii) the Transfer Agreement, BXG Trust 2001-A and (iii)
the Sale Agreement, the Depositor.

                  "SEQUENTIAL PAY EVENT" shall mean either a Payment Default
Event or a Trust Estate Liquidation Event.

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

                  "SERVICER EVENT OF DEFAULT" shall have the meaning specified
in Section 5.4 of the Indenture.

                  "SERVICING FEE" shall mean for any Payment Date, the product
of (i)(A) if Bluegreen or an affiliate thereof is Servicer, one-twelfth of 1.50%
and (B) if the Indenture Trustee is the successor Servicer, one-twelfth of
1.55%, and (ii) the Aggregate Loan Balance as of the first day of the related
Due Period; provided that if the Indenture Trustee is the successor



                                     - 22 -
<PAGE>

Servicer, it shall, after payment of the Backup Servicing Fee, be entitled to a
minimum monthly payment of $5,500.00.

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

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

                  "SERVICER TERMINATION COSTS" shall mean any extraordinary
out-of-pocket expenses incurred by the Indenture Trustee associated with the
transfer of servicing.

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

                  "STATED MATURITY" shall mean the Payment Date occurring in
July 2019.

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

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

                  "SUBSEQUENT TIMESHARE LOANS" shall mean the Timeshare Loans
meeting the criteria specified in Section 4.3 of the Indenture, sold by the
Depositor, purchased by the Issuer and pledged to the Indenture Trustee on a
Transfer Date during the Prefunding Period.

                  "SUBSEQUENT TRANSFER NOTICE" shall have the meaning specified
in Section 4.2(a) of the Indenture.

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

                  "TIMESHARE DECLARATION" shall mean the declaration or other
document recorded in the real estate records of the applicable municipality or
government office where a Resort is



                                     - 23 -
<PAGE>

located for the purpose of creating and governing the rights of owners of
Timeshare Properties related thereto, as it may be in effect from time to time.

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

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

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

                  "TIMESHARE LOAN FILES" shall mean, with respect to a Timeshare
Loan, the Timeshare Loan and all documents related to such Timeshare Loan,
including:

                  1.       with respect to a Club Loan, the original Mortgage
                           Note with the related allonge or other assignment
                           attached as required by the Custodial Agreement,
                           signed (which may be by facsimile) by an Authorized
                           Officer of the Club Originator or the Indenture
                           Trustee or other party as appropriate and showing a
                           complete chain of endorsements from the original
                           payee of the Mortgage Note to the Indenture Trustee:
                           "Pay to the order of _____________, without recourse
                           representation or warranty";

                  2.       with respect to a Club Loan, the original recorded or
                           unrecorded Mortgage with evidence of delivery for
                           filing (or, if the original of the recorded or
                           unrecorded Mortgage is not available, a copy of such
                           recorded or unrecorded Mortgage (with evidence of
                           delivery for filing), in each case certified by an
                           Authorized Officer of the Club Originator to be a
                           true and correct copy);

                  3.       with respect to a Club Loan, an original recorded or
                           unrecorded Assignment of Mortgage (which may be a
                           part of a blanket assignment of more than one Club
                           Loan), from the Club Originator to the Indenture
                           Trustee, with evidence of proper recordation, if
                           applicable, signed by an Authorized Officer of the
                           Club Originator (or evidence from a third party that
                           such assignment has been submitted for recordation);

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



                                     - 24 -
<PAGE>

                  5.       with respect to a Club Loan, a copy of any recorded
                           or unrecorded warranty deed transferring legal title
                           to the related Timeshare Property to the Club
                           Trustee;

                  6.       with respect to a Club Loan, an original lender's
                           title insurance policy or title commitment or master
                           policy referencing such Timeshare Loan and covering
                           Bluegreen Corporation and its successors and/or
                           assigns;

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

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

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

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

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

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

                  "TIMESHARE LOAN SERVICING FILES" shall mean with respect to
each Timeshare Loan and each Obligor, the portion of the Timeshare Loan Files
necessary for the Servicer to service such Timeshare Loan including but not
limited to (i) the original truth-in-lending disclosure statement executed by
such Obligor, as applicable, (ii) all writings pursuant to which such Timeshare
Loan arises or which evidences such Timeshare Loan and not delivered to the
Custodian, (iii) all papers and computerized records customarily maintained by
the Servicer in servicing timeshare loans comparable to the Timeshare Loans in
accordance with the Servicing Standard and (iv) each Timeshare Program Consumer
Document and Timeshare Program Governing Document Declaration, if applicable,
related to the applicable Timeshare Property.

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




                                     - 25 -
<PAGE>

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

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

                  "TIMESHARE PROJECTS" shall mean the part of the Resorts
described in EXHIBIT C to the Sale Agreement related to any Timeshare Loan.

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

                  "TRANSACTION DOCUMENTS" shall mean the Indenture, the Purchase
Agreement, the Transfer Agreement, the Sale Agreement, the Lockbox Agreement,
the Backup Servicing Agreement, the Administration Agreement, the Custodial
Agreement, the Note Purchase Agreement and all other agreements, documents or
instruments delivered in connection with the transactions contemplated thereby.

                  "TRANSFER AGREEMENT" shall mean the transfer agreement, dated
as of June 15, 2004, by and among Bluegreen, the Depositor and BXG Trust 2001-A
pursuant to which the Initial Timeshare Loans are sold to the Depositor.

                  "TRANSFER DATE" shall mean with respect to (i) a Subsequent
Timeshare Loan, the date during the Prefunding Period on which the Issuer
purchases such Subsequent Timeshare Loan from a Seller and pledges such
Timeshare Loan to the Indenture Trustee to be included as part of the Trust
Estate, and (ii) a Qualified Substitute Timeshare Loan, the date on which the
Club Originator substitutes one or more Timeshare Loan in accordance with
Section 4.6 of the Indenture.

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




                                     - 26 -
<PAGE>

                  "TRUST" shall mean the Issuer.

                  "TRUST ACCOUNTS" shall mean collectively, the Lockbox Account,
the Collection Account and the General Reserve Account, the Prefunding Account
and the Capitalized Interest Account.

                  "TRUST AGREEMENT" shall mean the amended and restated trust
agreement, dated July 8, 2004, by and among Bluegreen Receivables Finance
Corporation VIII, GSS Holdings, Inc. and Wilmington Trust Company.

                  "TRUST CERTIFICATE" shall mean the certificate issued under
the Trust Agreement, which represents the sole equity interest in the Trust
formed hereunder.

                  "TRUST COMPANY" shall have the meaning specified in the Trust
Agreement.

                  "TRUST ESTATE" shall have the meaning specified in the
Granting Clause of the Indenture.

                  "TRUST ESTATE LIQUIDATION EVENT" shall have the meaning
specified in Section 6.6(b) of the Indenture.

                  "TRUST PAYING AGENT" shall have the meaning specified in
Section 3.13 of the Trust Agreement.

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

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

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

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

                  "VACATION POINTS" shall have the meaning specified in the Club
Trust Agreement.




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