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                                                                  EXHIBIT 10.133

                                                           (Depositor to Issuer)

                                 SALE AGREEMENT

            This SALE AGREEMENT (this "AGREEMENT"), dated as of June 15, 2004,
is by and among Bluegreen Receivables Finance Corporation VIII, a Delaware
corporation (the "DEPOSITOR"), and BXG Receivables Note Trust 2004-B, a
statutory trust formed under the laws of the State of Delaware (the "ISSUER"),
and their respective permitted successors and assigns.

                              W I T N E S S E T H:

            WHEREAS, on the Closing Date, (i) the Depositor intends to sell and
the Issuer intends to purchase the Initial Timeshare Loans, and (ii) the Issuer
intends to pledge the Trust Estate (including all Timeshare Loans acquired by
the Issuer from time to time) to U.S. Bank National Association, a national
banking association, as Indenture Trustee (the "INDENTURE TRUSTEE"), pursuant to
an indenture, dated as of June 15, 2004 (the "INDENTURE"), by and among the
Issuer, Bluegreen Corporation ("BLUEGREEN" or the "CLUB ORIGINATOR"), a
Massachusetts corporation, in its capacity as Servicer (the "SERVICER"),
Vacation Trust, Inc., a Florida corporation, as Club Trustee (the "CLUB
TRUSTEE") and the Indenture Trustee, to secure the Issuer's 4.445% Timeshare
Loan-Backed Notes, Series 2004-B, Class A, 4.695% Timeshare Loan-Backed Notes,
Series 2004-B, Class B, 5.190% Timeshare Loan-Backed Notes, Series 2004-B, Class
C, 6.680% Timeshare Loan-Backed Notes, Series 2004-B, Class D and 7.180%
Timeshare Loan-Backed Notes, Series 2004-B, Class E (collectively, the "NOTES");

            WHEREAS, on each Transfer Date during the Prefunding Period (i) the
Depositor intends to sell and the Issuer intends to purchase one or more
Subsequent Timeshare Loans and (ii) by operation of the Indenture, the Issuer
shall pledge such Subsequent Timeshare Loans to the Indenture Trustee to secure
the Issuer's Notes.

            WHEREAS, the Depositor may, and in certain circumstances will be
required to cure, repurchase or substitute and provide Qualified Substitute
Timeshare Loans for Defective Timeshare Loans, previously sold to the Issuer
hereunder and pledged to the Indenture Trustee pursuant to the Indenture; and

            WHEREAS, the Depositor may, at the direction of the Club Originator,
be required to exercise the Club Originator's option to purchase or replace
Timeshare Loans that become subject to an Upgrade or Defaulted Timeshare Loans
previously sold to the Issuer hereunder and pledged to the Indenture Trustee
pursuant to the Indenture.

            NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto covenant and agree as follows:

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            SECTION 1. Definitions; Interpretation. Capitalized terms used but
not defined herein shall have the meanings specified in "Standard Definitions"
attached hereto as Annex A.

            SECTION 2. Acquisition of Timeshare Loans.

            (a) (i) Initial Timeshare Loans. On the Closing Date, by execution
of this Agreement and in return for the Timeshare Loan Acquisition Price for
each of the Initial Timeshare Loans, the Depositor does hereby transfer, assign,
sell and grant to the Issuer, without recourse (except as provided in Section 6
and Section 8 hereof), any and all of the Depositor's right, title and interest
in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii)
the Receivables in respect of the Initial Timeshare Loans due after the related
Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights
as developer or declarant under the Timeshare Declaration, the Timeshare Program
Consumer Documents or the Timeshare Program Governing Documents), (iv) all
Related Security in respect of each Initial Timeshare Loan, (v) the Depositor's
rights and remedies under the related Purchase Agreement and Transfer Agreements
including, but not limited to, its rights with respect to the representations
and warranties of the Club Originator therein, together with all rights of the
Depositor with respect to any breach thereof including any right to require the
Club Originator to cure, repurchase or substitute any Defective Timeshare Loans
in accordance with the provisions of the Transfer Agreements and Purchase
Agreement, and (vi) all income, payments, proceeds and other benefits and rights
related to any of the foregoing. Upon such sale and transfer, the ownership of
each Initial Timeshare Loan and all collections allocable to principal and
interest thereon since the related Cut-Off Date and all other property interests
or rights conveyed pursuant to and referenced in this Section 2(a)(i) shall
immediately vest in the Issuer, its successors and assigns. The Depositor shall
not take any action inconsistent with such ownership nor claim any ownership
interest in any Initial Timeshare Loan for any purpose whatsoever other than for
federal and state income tax reporting, if applicable. The parties to this
Agreement hereby acknowledge that the "credit risk" of the Initial Timeshare
Loans conveyed hereunder shall be borne by the Issuer and its subsequent
assignees.

            (ii) Subsequent Timeshare Loans. On the related Transfer Date during
the Prefunding Period, in return for an amount equal to the Timeshare Loan
Acquisition Price of each of the Subsequent Timeshare Loans to be sold on such
date, the Depositor does hereby transfer, assign, sell and grant to the Issuer,
without recourse (except as provided in Section 6 and Section 8 hereof), any and
all of the Depositor's right, title and interest in and to (i) the Subsequent
Timeshare Loans listed on the Schedule of Timeshare Loans attached to the
related Subsequent Transfer Notice, (ii) the Receivables in respect of the
Subsequent Timeshare Loans due after the related Cut-Off Date, (iii) the related
Timeshare Loan Documents (excluding any rights as developer or declarant under
the Timeshare Declaration, the Timeshare Program Consumer Documents or the
Timeshare Program Governing Documents), (iv) all Related Security in respect of
each Subsequent Timeshare Loan, (v) the Depositor's rights and remedies under
the related Purchase Agreement and Transfer Agreements including, but not
limited to, its rights with respect to the representations and warranties of the
Club Originator therein, together with all rights of the Depositor with respect
to any breach thereof including any right to require the Club Originator to
cure, repurchase or substitute any Defective Timeshare Loans in accordance with
the provisions of the Transfer Agreements and Purchase Agreement, and (vi) all
income,

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payments, proceeds and other benefits and rights related to any of the foregoing
(the property in Section 2(a)(i) and this Section 2(a)(ii), the "ASSETS"). Upon
such sale and transfer, the ownership of each Subsequent Timeshare Loan and all
collections allocable to principal and interest thereon since the related
Cut-Off Date and all other property interests or rights conveyed pursuant to and
referenced in this Section 2(a)(ii) shall immediately vest in the Issuer, its
successors and assigns. The Depositor shall not take any action inconsistent
with such ownership nor claim any ownership interest in any Subsequent Timeshare
Loan for any purpose whatsoever other than for federal and state income tax
reporting, if applicable. The parties to this Agreement hereby acknowledge that
the "credit risk" of the Subsequent Timeshare Loans conveyed hereunder shall be
borne by the Issuer and its subsequent assignees.

            (b) Delivery of Timeshare Loan Documents. In connection with the
sale, transfer, assignment and conveyance of any Timeshare Loans hereunder, the
Issuer hereby directs the Depositor and the Depositor hereby agrees to deliver
or cause to be delivered to the Custodian all related Timeshare Loan Files and
to the Servicer all related Timeshare Loan Servicing Files.

            (c) Collections. The Depositor shall deposit or cause to be
deposited all collections in respect of the Timeshare Loans received by the
Depositor or its Affiliates (other than the Issuer) after the related Cut-Off
Date in the Lockbox Account.

            (d) Limitation of Liability. None of the Issuer, the Depositor or
any subsequent assignee of the Issuer shall have any obligation or liability
with respect to any Timeshare Loan nor shall the Issuer, the Depositor or any
subsequent assignee have any liability to any Obligor in respect of any
Timeshare Loan. No such obligation or liability is intended to be assumed by the
Issuer, the Depositor or any subsequent assignee herewith and any such liability
is hereby expressly disclaimed.

            SECTION 3. Intended Characterization; Grant of Security Interest. It
is the intention of the parties hereto that each transfer of Timeshare Loans to
be made pursuant to the terms hereof shall constitute a sale by the Depositor to
the Issuer and not a loan secured by the Timeshare Loans. In the event, however,
that a court of competent jurisdiction were to hold that any such transfer
constitutes a loan and not a sale, it is the intention of the parties hereto
that the Depositor shall be deemed to have granted to the Issuer as of the date
hereof a first priority perfected security interest in all of Depositor's right,
title and interest in, to and under the Assets specified in Section 2 hereof and
that with respect to such conveyance, this Agreement shall constitute a security
agreement under applicable law. In the event of the characterization of any such
transfer as a loan, the amount of interest payable or paid with respect to such
loan under the terms of this Agreement shall be limited to an amount which shall
not exceed the maximum non-usurious rate of interest allowed by the applicable
state law or any applicable law of the United States permitting a higher maximum
non-usurious rate that preempts such applicable state law, which could lawfully
be contracted for, charged or received (the "HIGHEST LAWFUL RATE"). In the event
any payment of interest on any such loan exceeds the Highest Lawful Rate, the
parties hereto stipulate that (a) to the extent possible given the term of such
loan, such excess amount previously paid or to be paid with respect to such loan
be applied to reduce the principal balance of such loans, and the provisions
thereof immediately be deemed reformed and the amounts thereafter collectible
thereunder reduced, without the necessity of the execution of any new

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document, so as to comply with the then applicable law, but so as to permit the
recovery of the fullest amount otherwise called for thereunder and (b) to the
extent that the reduction of the principal balance of, and the amounts
collectible under, such loan and the reformation of the provisions thereof
described in the immediately preceding clause (a) is not possible given the term
of such loan, such excess amount will be deemed to have been paid with respect
to such loan as a result of an error and upon discovery of such error or upon
notice thereof by any party hereto such amount shall be refunded by the
recipient thereof.

      The characterization of the Depositor as "debtor" and the Issuer as
"secured party" in any such financing statement required hereunder is solely for
protective purposes and shall in no way be construed as being contrary to the
intent of the parties that this transaction be treated as a sale to the Issuer
of such Depositor's entire right, title and interest in and to the Assets.

      Each of the Club Trustee, Club Trust, the Depositor and any of their
Affiliates hereby agrees to make the appropriate entries in its general
accounting records and to indicate that the Timeshare Loans have been
transferred to the Indenture Trustee and constitute part of the Issuer's estate
in accordance with the terms of the Trust created under the Trust Agreement.

            SECTION 4. Conditions Precedent to Acquisition of Timeshare Loans by
the Issuer. The obligations of the Issuer to purchase any Timeshare Loans
hereunder shall be subject to the satisfaction of the following conditions:

            (a) All representations and warranties of the Depositor contained in
Section 5 and in Schedule I hereof, and all information provided in the Schedule
of Timeshare Loans or as updated with respect to the related Subsequent Transfer
Notice shall be true and correct as of the Closing Date or Transfer Date, as
applicable, and the Depositor shall have delivered to the Issuer, the Indenture
Trustee and the Initial Purchaser an Officer's Certificate to such effect.

            (b) On or prior to the Closing Date or a Transfer Date, as
applicable, the Depositor shall have delivered or shall have caused the delivery
of (i) the related Timeshare Loan Files to the Custodian and the Custodian shall
have delivered a receipt therefore pursuant to the Custodial Agreement and (ii)
the Timeshare Loan Servicing Files to the Servicer.

            (c) The Depositor shall have delivered or cause to be delivered all
other information theretofore required or reasonably requested by the Issuer to
be delivered by the Depositor or performed or cause to be performed all other
obligations required to be performed as of the Closing Date or the Transfer
Date, as the case may be, including all filings, recordings and/or registrations
as may be necessary in the reasonable opinion of the Issuer or the Indenture
Trustee to establish and preserve the right, title and interest of the Issuer or
the Indenture Trustee, as the case may be, in the related Timeshare Loans.

            (d) On or before the Closing Date, the Issuer, the Servicer, the
Club Trustee, the Backup Servicer and the Indenture Trustee shall have entered
into the Indenture.

            (e) The Notes shall be issued and sold on the Closing Date, the
Issuer shall receive the full consideration due it upon the issuance of the
Notes, and the Issuer shall have

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applied such consideration, to the extent necessary, to pay the Timeshare Loan
Acquisition Price for each Initial Timeshare Loan.

            (f) With respect to Subsequent Timeshare Loans, the Issuer shall
apply funds from the Prefunding Account, to the extent necessary, to pay the
Depositor the Timeshare Loan Acquisition Price for each Subsequent Timeshare
Loan. Each Subsequent Timeshare Loan conveyed on a Transfer Date shall be an
Eligible Timeshare Loan and each of the conditions herein and in the Indenture
for the purchase of Subsequent Timeshare Loans shall have been satisfied..

            (g) Each Timeshare Loan conveyed on a Transfer Date shall satisfy
each of the criteria specified in the definition of "Qualified Substitute
Timeshare Loan" and each of the conditions herein and in the Indenture for
substitution of Timeshare Loans shall have been satisfied.

            (h) The Issuer shall have received such other certificates and
opinions as it shall be reasonably request.

            SECTION 5. Representations and Warranties and Certain Covenants of
the Depositor.

            (a) The Depositor represents and warrants to the Issuer and the
Indenture Trustee for the benefit of the Noteholders, as of the Closing Date
(with respect to the Initial Timeshare Loans transferred on the Closing Date)
and on each Transfer Date (with respect to any Subsequent Timeshare Loans or
Qualified Substitute Timeshare Loans transferred on such Transfer Date) as
follows:

                  (i) Due Incorporation; Valid Existence; Good Standing. The
      Depositor is a corporation duly organized and validly existing in good
      standing under the laws of the jurisdiction of its incorporation; and is
      duly qualified to do business as a foreign corporation and in good
      standing under the laws of each jurisdiction where the character of its
      property, the nature of its business or the performance of its obligations
      under this Agreement makes such qualification necessary, except where the
      failure to be so qualified will not have a material adverse effect on the
      business of the Depositor or its ability to perform its obligations under
      this Agreement or any other Transaction Document to which it is a party or
      under the transactions contemplated hereunder or thereunder or the
      validity or enforceability of any Timeshare Loans.

                  (ii) Possession of Licenses, Certificates, Franchises and
      Permits. The Depositor holds, and at all times during the term of this
      Agreement will hold, all material licenses, certificates, franchises and
      permits from all governmental authorities necessary for the conduct of its
      business, and has received no notice of proceedings relating to the
      revocation of any such license, certificate, franchise or permit, which
      singly or in the aggregate, if the subject of an unfavorable decision,
      ruling or finding, would materially and adversely affect its ability to
      perform its obligations under this Agreement or any

<PAGE>

      other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder or the validity or
      enforceability of the Timeshare Loans.

                  (iii) Corporate Authority and Power. The Depositor has, and at
      all times during the term of this Agreement will have, all requisite
      corporate power and authority to own its properties, to conduct its
      business, to execute and deliver this Agreement and all documents and
      transactions contemplated hereunder and to perform all of its obligations
      under this Agreement and any other Transaction Document to which it is a
      party or under the transactions contemplated hereunder or thereunder. The
      Depositor has all requisite corporate power and authority to acquire, own,
      transfer and convey the Timeshare Loans to the Issuer.

                  (iv) Authorization, Execution and Delivery Valid and Binding.
      This Agreement and all other Transaction Documents and instruments
      required or contemplated hereby to be executed and delivered by the
      Depositor have been duly authorized, executed and delivered by the
      Depositor and, assuming the due execution and delivery by, the other party
      or parties hereto and thereto, constitute legal, valid and binding
      agreements enforceable against the Depositor in accordance with their
      respective terms subject, as to enforceability, to bankruptcy, insolvency,
      reorganization, liquidation, dissolution, moratorium and other similar
      applicable laws affecting the enforceability of creditors' rights
      generally applicable in the event of the bankruptcy, insolvency,
      reorganization, liquidation or dissolution, as applicable, of the
      Depositor and to general principles of equity, regardless of whether such
      enforceability shall be considered in a proceeding in equity or at law.
      This Agreement constitutes a valid transfer of the Depositor's interest in
      the Timeshare Loans to the Issuer or, in the event of the characterization
      of any such transfer as a loan, the valid creation of a first priority
      perfected security interest in the Timeshare Loans in favor of the Issuer.

                  (v) No Violation of Law, Rule, Regulation, etc. The execution,
      delivery and performance by the Depositor of this Agreement and any other
      Transaction Document to which the Depositor is a party do not and will not
      (A) violate any of the provisions of the articles of incorporation or
      bylaws of the Depositor, (B) violate any provision of any law,
      governmental rule or regulation currently in effect applicable to the
      Depositor or its properties or by which the Depositor or its properties
      may be bound or affected, including, without limitation, any bulk transfer
      laws, where such violation would have a material adverse effect on its
      ability to perform its obligations under this Agreement or any other
      Transaction Document to which it is a party or under the transactions
      contemplated hereunder or thereunder or the validity or enforceability of
      the Timeshare Loans, (C) violate any judgment, decree, writ, injunction,
      award, determination or order currently in effect applicable to the
      Depositor or its properties or by which the Depositor or its properties
      are bound or affected, where such violation would have a material adverse
      effect on its ability to perform its obligations under this Agreement or
      any other Transaction Document to which it is a party or under the
      transactions contemplated hereunder or thereunder or the validity or
      enforceability of the Timeshare Loans, (D) conflict with, or result in a
      breach of, or constitute a default under, any of the provisions of any
      indenture, mortgage, deed of trust, contract or other

<PAGE>

      instrument to which the Depositor is a party or by which it is bound where
      such violation would have a material adverse effect on its ability to
      perform its obligations under this Agreement or any other Transaction
      Document to which it is a party or under the transactions contemplated
      hereunder or thereunder or the validity or enforceability of Timeshare
      Loans or (E) result in the creation or imposition of any Lien upon any of
      its properties pursuant to the terms of any such indenture, mortgage, deed
      of trust, contract or other instrument.

                  (vi) Governmental Consent. No consent, approval, order or
      authorization of, and no filing with or notice to, any court or other
      Governmental Authority in respect of the Depositor is required which has
      not been obtained in connection with the authorization, execution,
      delivery or performance by the Depositor of this Agreement or any of the
      other Transaction Documents to which it is a party or under the
      transactions contemplated hereunder or thereunder, including, without
      limitation, the transfer of the Timeshare Loans and the creation of the
      security interest of the Issuer therein pursuant to Section 3 hereof.

                  (vii) Defaults. The Depositor is not in default under any
      material agreement, contract, instrument or indenture to which the
      Depositor is a party or by which it or its properties is or are bound, or
      with respect to any order of any court, administrative agency, arbitrator
      or governmental body, in each case, which would have a material adverse
      effect on the transactions contemplated hereunder or on the business,
      operations, financial condition or assets of the Depositor, and no event
      has occurred which with notice or lapse of time or both would constitute
      such a default with respect to any such agreement, contract, instrument or
      indenture, or with respect to any such order of any court, administrative
      agency, arbitrator or governmental body.

                  (viii) Insolvency. The Depositor is solvent and will not be
      rendered insolvent by the transfer of the Timeshare Loans hereunder. On
      the Closing Date, the Depositor will not engage in any business or
      transaction the result of which would cause the property remaining with
      the Depositor to constitute an unreasonably small amount of capital.

                  (ix) Pending Litigation or Other Proceedings. Other than as
      described in the Offering Circular, there is no pending or, to the
      Depositor's Knowledge, threatened action, suit, proceeding or
      investigation before any court, administrative agency, arbitrator or
      governmental body against or affecting the Depositor which, if decided
      adversely, would materially and adversely affect (A) the condition
      (financial or otherwise), business or operations of the Depositor, (B) the
      ability of the Depositor to perform its obligations under, or the validity
      or enforceability of, this Agreement or any other documents or
      transactions contemplated under this Agreement, (C) any Timeshare Loan or
      title of any Obligor to any related Timeshare Property or (D) the Issuer's
      or the Indenture Trustee's ability to foreclose or otherwise enforce the
      liens of the Mortgage Notes and the rights of the Obligors to use and
      occupy the related Timeshare Properties.

<PAGE>

                  (x) Information. No document, certificate or report furnished
      or required to be furnished by or on behalf of the Depositor pursuant to
      this Agreement, in its capacity as Depositor, contains or will contain
      when furnished any untrue statement of a material fact or fails or will
      fail to state a material fact necessary in order to make the statements
      contained therein not misleading in light of the circumstances in which it
      was made. There are no facts known to the Depositor which, individually or
      in the aggregate, materially adversely affect, or which (aside from
      general economic trends) may reasonably be expected to materially
      adversely affect in the future, the financial condition or assets or
      business of the Depositor, or which may impair the ability of the
      Depositor to perform its obligations under this Agreement, which have not
      been disclosed herein or therein or in the certificates and other
      documents furnished to the Issuer by or on behalf of the Depositor
      specifically for use in connection with the transactions contemplated
      hereby or thereby.

                  (xi) Foreign Tax Liability. The Depositor is not aware of any
      Obligor under a Timeshare Loan who has withheld any portion of payments
      due under such Timeshare Loan because of the requirements of a foreign
      taxing authority, and no foreign taxing authority has contacted the
      Depositor concerning a withholding or other foreign tax liability.

                  (xii) Employee Benefit Plan Liability. As of the Closing Date
      and each Transfer Date, as applicable, (i) no "accumulated funding
      deficiency" (as such term is defined under ERISA and the Code), whether or
      not waived, exists with respect to any "employee pension benefit plan" (as
      such term is defined under ERISA) sponsored, maintained or contributed to
      by the Depositor or any of its affiliates, and, to the Depositor's
      knowledge, no event has occurred or circumstance exists that may result in
      an accumulated funding deficiency as of the last day of the current plan
      year of any such plan; (ii) the Depositor and each of its affiliates has
      made all contributions required under each multiemployer plan (as such
      term is defined under ERISA) (a "Multiemployer Plan") to which the
      Depositor or any of its affiliates contributes or in which the Depositor
      or any of its affiliates participates (a "Depositor Multiemployer Plan");
      and (iii) neither the Depositor nor any of its affiliates has withdrawn
      from any Multiemployer Plan with respect to which there is any outstanding
      liability and, to the Depositor's knowledge, no event has occurred or
      circumstance exists that presents a risk of the occurrence of any
      withdrawal from, or the partition, termination, reorganization or
      insolvency of, any Depositor Multiemployer Plan that could result in any
      liability to the Depositor.

                  (xiii) Taxes. The Depositor has filed all tax returns
      (federal, state and local) which it reasonably believes are required to be
      filed and has paid or made adequate provision for the payment of all
      taxes, assessments and other governmental charges due from the Depositor
      or is contesting any such tax, assessment or other governmental charge in
      good faith through appropriate proceedings or except where the failure to
      file or pay will not have a material adverse effect on the rights and
      interests of the Issuer or any of its subsequent assignees. The Depositor
      knows of no basis for any material additional tax assessment for any
      fiscal year for which adequate reserves have not been established.

<PAGE>

      The Depositor intends to pay all such taxes, assessments and governmental
      charges when due.

                  (xiv) Place of Business. The principal place of business and

      chief executive office where the Depositor keeps its records concerning
      the Timeshare Loans will be 4960 Conference Way North, Suite 100, Boca
      Raton, Florida 33431 (or such other place specified by the Depositor by
      written notice to the Issuer and the Indenture Trustee). The Depositor is
      a corporation formed under the laws of the State of Delaware.

                  (xv) Securities Laws. The Depositor is not an "investment
      company" or a company "controlled" by an "investment company" within the
      meaning of the Investment Company Act of 1940, as amended. No portion of
      the Timeshare Loan Acquisition Price for each of the Timeshare Loans will
      be used by the Depositor to acquire any security in any transaction which
      is subject to Section 13 or Section 14 of the Securities Exchange Act of
      1934, as amended.

                  (xvi) Bluegreen Vacation Club. With respect to the Club Loans:

                        (A) The Club Trust Agreement, of which a true and
            correct copy is attached hereto as Exhibit B is in full force and
            effect and a certified copy of the Club Trust Agreement has been
            delivered to the Indenture Trustee together with all amendments and
            supplements in respect thereof;

                        (B) The arrangement of contractual rights and
            obligations (duly established in accordance with the Club Trust
            Agreement under the laws of the State of Florida) was established
            for the purpose of holding and preserving certain property for the
            benefit of the Beneficiaries referred to in the Club Trust
            Agreement. The Club Trustee has all necessary trust and other
            authorizations and powers required to carry out its obligations
            under the Club Trust Agreement in the State of Florida and in all
            other states in which it owns Resort Interests. The Club is not a
            corporation or business trust under the laws of the State of
            Florida. The Club is not taxable as an association, corporation or
            business trust under federal law or the laws of the State of
            Florida;

                        (C) The Club Trustee is a corporation duly formed,
            validly existing and in good standing under the laws of the State of
            Florida. The Club Trustee is authorized to transact business in no
            other state. The Club Trustee is not an affiliate of the Servicer
            for purposes of Chapter 721, Florida Statutes and is in compliance
            with the requirements of such Chapter 721 requiring that it be
            independent of the Servicer;

                        (D) The Club Trustee had all necessary corporate power
            to execute and deliver, and has all necessary corporate power to
            perform its obligations under this Agreement, the other Transaction
            Documents to which it is a party, the Club Trust Agreement and the
            Club Management Agreement. The Club Trustee possesses all requisite
            franchises, operating rights, licenses, permits, consents,

<PAGE>

            authorizations, exemptions and orders as are necessary to discharge
            its obligations under the Club Trust Agreement;

                        (E) The Club Trustee holds all right, title and interest
            in and to all of the Timeshare Properties related to the Club Loans
            solely for the benefit of the Beneficiaries referred to in, and
            subject in each case to the provisions of, the Club Trust Agreement
            and the other documents and agreements related thereto. Except with
            respect to the Mortgages, the Club Trustee has permitted none of
            such related Timeshare Loans to be made subject to any lien or
            encumbrance during the time it has been a part of the trust estate
            under the Club Trust Agreement;

                        (F) There are no actions, suits, proceedings, orders or
            injunctions pending against the Club or the Club Trustee, at law or
            in equity, or before or by any governmental authority which, if
            adversely determined, could reasonably be expect to have a material
            adverse effect on the Trust Estate or the Club Trustee's ability to
            perform its obligations under the Transaction Documents;

                        (G) Neither the Club nor the Club Trustee has incurred
            any indebtedness for borrowed money (directly, by guarantee, or
            otherwise);

                        (H) All ad valorem taxes and other taxes and assessments
            against the Club and/or its trust estate have been paid when due and
            neither the Servicer nor the Club Trustee knows of any basis for any
            additional taxes or assessments against any such property. The Club
            has filed all required tax returns and has paid all taxes shown to
            be due and payable on such returns, including all taxes in respect
            of sales of Owner Beneficiary Rights (as defined in the Club Trust
            Agreement) and Vacation Points;

                        (I) The Club and the Club Trustee are in compliance in
            all material respects with all applicable laws, statutes, rules and
            governmental regulations applicable to it and in compliance with
            each material instrument, agreement or document to which it is a
            party or by which it is bound, including, without limitation, the
            Club Trust Agreement;

                        (J) Except as expressly permitted in the Club Trust
            Agreement, the Club Trustee has maintained the One-to-One
            Beneficiary to Accommodation Ratio (as such terms are defined in the
            Club Trust Agreement);

                        (K) Bluegreen Vacation Club, Inc. is a non-stock
            corporation duly formed, validly existing and in good standing under
            the laws of the State of Florida;

                        (L) Upon purchase of the Club Loans and related Trust
            Estate hereunder, the Issuer is an "Interest Holder Beneficiary"
            under the Club Trust Agreement and each of the Club Loans
            constitutes "Lien Debt", "Purchase Money

<PAGE>

            Lien Debt" and "Owner Beneficiary Obligations" under the Club Trust
            Agreement; and

                        (M) Except as disclosed to the Indenture Trustee in
            writing, each Mortgage associated with a Club Loan and granted by
            the Club Trustee or the Obligor on the related Club Loan, as
            applicable, has been duly executed, delivered and recorded by or
            pursuant to the instructions of the Club Trustee under the Club
            Trust Agreement and such Mortgage is valid and binding and effective
            to create the lien and security interests in favor of the Indenture
            Trustee (upon assignment thereof to the Indenture Trustee). Each of
            such Mortgages was granted in connection with the financing of a
            sale of a Resort Interest.

            (b) The Depositor hereby represents and warrants to the Issuer and
the Indenture Trustee that it has entered into the Transfer Agreements and
Purchase Agreement, that the Club Originator has made the representations and
warranties in the Transfer Agreements and Purchase Agreement as set forth
therein, that such representations and warranties run to and are for the benefit
of the Depositor, the Issuer, the Indenture Trustee and the Noteholders, and
that pursuant to Section 2 hereof, the Depositor has transferred and assigned to
the Issuer all rights and remedies of the under the Transfer Agreements and
Purchase Agreement.

            (c) The Transfer Agreements and Purchase Agreement, including the
other Transaction Documents contemplated thereby, are the only agreements
pursuant to which the Depositor acquires ownership of the Timeshare Loans. To
the Knowledge of the Depositor, the representations and warranties of Club
Originator under the Transfer Agreements and Purchase Agreement are true and
correct.

            (d) In consideration of Sections 5(b) and (c) above, the Depositor
hereby makes the representations and warranties relating to the Timeshare Loans
contained in Schedule I hereto for the benefit of the Issuer and the Indenture
Trustee for the benefit of the Noteholders as of the Closing Date (with respect
to each Initial Timeshare Loan transferred on the Closing Date) and as of each
Transfer Date (with respect to any Subsequent Timeshare Loans or Qualified
Substitute Timeshare Loan transferred on such Transfer Date), as applicable.

            (e) It is understood and agreed that the representations and
warranties set forth in this Section 5 shall survive the sale of each Timeshare
Loan to the Issuer and any assignment of such Timeshare Loan by the Issuer to
the Indenture Trustee on behalf of the Noteholders and shall continue so long as
any such Timeshare Loans shall remain outstanding or until such time as such
Timeshare Loans are repurchased, purchased or a Qualified Substitute Timeshare
Loan is provided pursuant to Section 6 hereof. The Depositor acknowledges that
it has been advised that the Issuer intends to assign all of its right, title
and interest in and to each Timeshare Loan and its rights and remedies under
this Agreement to the Indenture Trustee on behalf of the Noteholders. The
Depositor agrees that, upon any such assignment, the Indenture Trustee may
enforce directly, without joinder of the Issuer (but subject to any defense that
the Depositor may have under this Agreement) all rights and remedies hereunder.

<PAGE>

            (f) With respect to any representations and warranties contained in
Section 5 which are made to the Depositor's Knowledge, if it is discovered that
any representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of a Timeshare Loan or the interests of the Issuer
or any subsequent assignee thereof, then notwithstanding the such lack of
Knowledge of the accuracy of such representation and warranty at the time such
representation or warranty was made (without regard to any Knowledge
qualifiers), such inaccuracy shall be deemed a breach of such representation or
warranty for purposes of the repurchase or substitution obligations described in
Sections 6(a)(i) or (ii) below.

            SECTION 6. Repurchases and Substitutions.

            (a) Mandatory Repurchases and Substitutions for Breaches of
Representations and Warranties. Upon the receipt of notice by the Depositor of a
breach of any of the representations and warranties in Section 5 hereof (on the
date on which such representation or warranty was made) which materially and
adversely affects the value of a Timeshare Loan or the interests of the Issuer
or any subsequent assignee of the Issuer (including the Indenture Trustee on
behalf of the Noteholders) therein, the Depositor shall, within 60 days of
receipt of such notice, cure in all material respects the circumstance or
condition which has caused such representation or warranty to be incorrect or
either (i) repurchase the Issuer's interest in such Defective Timeshare Loan
from the Issuer at the Repurchase Price or (ii) provide one or more Qualified
Substitute Timeshare Loans and pay the related Substitution Shortfall Amounts,
if any. It is understood and agreed that the Depositor shall have the right and
will enforce such right to require the Club Originator to repurchase or
substitute a Defective Timeshare Loan in the event of a breach of any of the
representations and warranties in Section 5 hereof which materially and
adversely affects the value of a Timeshare Loan or the interests of the Issuer
or any subsequent assignee of the Issuer (including the Indenture Trustee on
behalf of the Noteholders) in accordance with the provisions of the Transfer
Agreements and Purchase Agreement.

            (b) Optional Purchases or Substitutions of Club Loans. The Issuer
acknowledges that pursuant to the Purchase Agreement and each Transfer
Agreement, the Depositor has irrevocably granted the Club Originator any options
to repurchase or replace Original Club Loans it has thereunder. The Issuer
acknowledges that with respect any Original Club Loans for which the Club
Originator and the related Obligor have elected to effect an Upgrade, the Club
Originator will (at its option) either (i) pay the Repurchase Price for such
Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare
Loans for such Original Club Loan and pay the related Substitution Shortfall
Amounts, if any; provided, however, that the Club Originator's option to
substitute one or more Qualified Substitute Timeshare Loans for an Original Club
Loan is limited on any date to (x) 20% of the sum of the Aggregate Closing Date
Collateral Balance less (y) the Loan Balances of all Original Club Loans
previously substituted by the Club Originator on the related substitution dates
pursuant to this Agreement, the Purchase Agreement or the Transfer Agreements.
In addition, the Issuer acknowledges that the Club Originator shall use best
efforts to exercise its substitution option with respect to Original Club Loans
prior to exercise of its repurchase option and to the extent that the Club
Originator shall elect to substitute Qualified Substitute Timeshare Loans for an
Original Club Loan, the Club Originator shall use best efforts to cause each
such Qualified Substitute Timeshare Loan to be, in

<PAGE>

the following order of priority, (i) the Upgrade Club Loan related to such
Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club
Loan.

            (c) Optional Purchases or Substitutions of Defaulted Timeshare
Loans. The Issuer acknowledges that pursuant to the Purchase Agreement and each
Transfer Agreement, the Depositor has irrevocably granted the Club Originator
any options to repurchase or substitute Defaulted Timeshare Loans it has
thereunder. With respect to any Defaulted Timeshare Loans, on any date, the Club
Originator will have the option, but not the obligation, to either (i) purchase
a Defaulted Timeshare Loan subject to the lien of the Indenture at the
Repurchase Price for such Defaulted Timeshare Loan or (ii) substitute one or
more Qualified Substitute Timeshare Loans for such Defaulted Timeshare Loan and
pay the related Substitution Shortfall Amounts, if any; provided, however, that
the Club Originator's option to purchase a Defaulted Timeshare Loan or to
substitute one or more Qualified Substitute Timeshare Loans for a Defaulted
Timeshare Loan is limited on any date to the Optional Purchase Limit and the
Optional Substitution Limit, respectively. The Club Originator may irrevocably
waive its option to purchase or substitute a Defaulted Timeshare Loan by
delivering or causing to deliver to the Indenture Trustee a Waiver Letter in the
form of Exhibit A attached hereto.

            (d) Payment of Repurchase Prices and Substitution Shortfall Amounts.
The Issuer hereby directs and the Depositor hereby agrees to remit or cause to
be remitted all amounts in respect of Repurchase Prices and Substitution
Shortfall Amounts payable during the related Due Period in immediately available
funds to the Indenture Trustee to be deposited in the Collection Account on the
related Transfer Date in accordance with the provisions of the Indenture. In the
event that more than one Timeshare Loan is replaced pursuant to Sections 6(a),
(b) or (c) hereof on any Transfer Date, the Substitution Shortfall Amounts and
the Loan Balances of Qualified Substitute Timeshare Loans shall be calculated on
an aggregate basis for all substitutions made on such Transfer Date.

            (e) Schedule of Timeshare Loans. The Issuer hereby directs and the
Depositor hereby agrees, on each date on which a Timeshare Loan has been
repurchased, purchased or substituted, to provide or cause to be provided to the
Issuer and the Indenture Trustee with a electronic supplement to Schedule III
hereto and the Schedule of Timeshare Loans reflecting the removal and/or
substitution of Timeshare Loans and subjecting any Qualified Substitute
Timeshare Loans to the provisions of this Agreement.

            (f) Qualified Substitute Timeshare Loans. On the related Transfer
Date, the Issuer hereby directs and the Depositor hereby agrees to deliver or to
cause the delivery of the Timeshare Loan Files relating to the Qualified
Substitute Timeshare Loans to the Indenture Trustee or to the Custodian, at the
direction of the Indenture Trustee, in accordance with the provisions of the
Indenture. As of such related Transfer Date, the Depositor does hereby transfer,
assign, sell and grant to the Issuer, without recourse (except as provided in
Section 6 and Section 8 hereof), any and all of the Depositor's right, title and
interest in and to (i) each Qualified Substitute Timeshare Loan conveyed to the
Issuer on such Transfer Date, (ii) the Receivables in respect of the Qualified
Substitute Timeshare Loans due after the related Cut-Off Date, (iii) the related
Timeshare Loan Documents (excluding any rights as developer or declarant under
the Timeshare Declaration, the Timeshare Program Consumer Documents or the
Timeshare Program

<PAGE>

Governing Documents), (iv) all Related Security in respect of such Qualified
Substitute Timeshare Loans, (v) the Depositor's rights and remedies under the
related Purchase Agreement and Transfer Agreement with respect to such Qualified
Substitute Timeshare Loan, and (vi) all income, payments, proceeds and other
benefits and rights related to any of the foregoing. Upon such sale, the
ownership of each Qualified Substitute Timeshare Loan and all collections
allocable to principal and interest thereon since the related Cut-Off Date and
all other property interests or rights conveyed pursuant to and referenced in
this Section 6(f) shall immediately vest in the Issuer, its successors and
assigns. The Depositor shall not take any action inconsistent with such
ownership nor claim any ownership interest in any Qualified Substitute Timeshare
Loan for any purpose whatsoever other than consolidated financial and federal
and state income tax reporting. The Depositor agrees that such Qualified
Substitute Timeshare Loans shall be subject to the provisions of this Agreement
and shall thereafter be deemed a "Timeshare Loan" for the purposes of this
Agreement.

            (g) Officer's Certificate. The Depositor shall, on each related
Transfer Date, certify or cause to be certified in writing to the Issuer and the
Indenture Trustee that each new Timeshare Loan meets all the criteria of the
definition of "Qualified Substitute Timeshare Loan" and that (i) the Timeshare
Loan Files for such Qualified Substitute Timeshare Loans have been delivered to
the Custodian, and (ii) the Timeshare Loan Servicing Files for such Qualified
Substitute Timeshare Loans have been delivered to the Servicer.

            (h) Subsequent Transfer Notices. The Depositor shall, on each
related Transfer Date, deliver a Subsequent Transfer Notice in the form attached
as Exhibit J to the Indenture, as specified by Section 4.3 of the Indenture.

            (i) Release. In connection with any repurchase, purchase or
substitution of one or more Timeshare Loans contemplated by this Section 6, upon
satisfaction of the conditions contained in this Section 6, the Issuer and the
Indenture Trustee shall execute and deliver or shall cause the execution and
delivery of such releases and instruments of transfer or assignment presented to
it by the Depositor, in each case, without recourse, as shall be necessary to
vest in the Depositor or its designee the legal and beneficial ownership of such
Timeshare Loans. The Issuer and the Indenture Trustee shall cause the Custodian
to release the related Timeshare Loan Files to the Depositor or its designee and
the Servicer to release the related Timeshare Loan Servicing Files to the
Depositor or its designee.

            (j) Sole Remedy. It is understood and agreed that the obligations of
the Depositor contained in Section 6(a) to cure a material breach, or to
repurchase or substitute Defective Timeshare Loans and the obligation of the
Depositor to indemnify pursuant to Section 8, shall constitute the sole remedies
available to the Issuer or its subsequent assignees for the breaches of any of
its representation or warranty contained in Section 5, and such remedies are not
intended to and do not constitute "credit recourse" to the Depositor.

            SECTION 7. Additional Covenants of the Depositor. The Depositor
hereby covenants and agrees with the Issuer as follows:

<PAGE>

            (a) The Depositor shall comply with all applicable laws, rules,
regulations and orders applicable to it and its business and properties except
where the failure to comply will not have a material adverse effect on the
business of the Depositor or its ability to perform its obligations under this
Agreement or any other Transaction Document to which it is a party or under the
transactions contemplated hereunder or thereunder or the validity or
enforceability of the Timeshare Loans.

            (b) The Depositor shall preserve and maintain its existence
(corporate or otherwise), rights, franchises and privileges in the jurisdiction
of its organization and except where the failure to so preserve and maintain
will not have a material adverse effect on the business of the Depositor or its
ability to perform its obligations under this Agreement or any other Transaction
Document to which it is a party or under the transactions contemplated hereunder
or thereunder or the validity or enforceability of the Timeshare Loans.

            (c) On or prior to the Closing Date or a Transfer Date, as
applicable, the Depositor shall indicate in its and its Affiliates' computer
files and other records that each Timeshare Loan has been sold to the Issuer.

            (d) The Depositor shall respond to any inquiries with respect to
ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold
to the Issuer and that the Issuer is the owner of such Timeshare Loan.

            (e) On or prior to the Closing Date, the Depositor shall file or
cause to be filed, at its own expense, financing statements in favor of the
Issuer, and, if applicable, the Indenture Trustee on behalf of the Noteholders,
with respect to the Timeshare Loans, meeting the requirements of state law in
such manner and in such jurisdictions as are necessary or appropriate to perfect
the acquisition of such Timeshare Loans by the Issuer from the Depositor, and
shall deliver file-stamped copies of such financing statements to the Issuer and
the Indenture Trustee on behalf of the Noteholders.

            (f) The Depositor agrees from time to time, at its own expense, to
promptly execute and deliver all further instruments and documents, and to take
all further actions, that may be necessary, or that the Issuer or the Indenture
Trustee may reasonably request, to perfect, protect or more fully evidence the
sale of the Timeshare Loans to the Issuer, or to enable the Issuer or the
Indenture Trustee to exercise and enforce its rights and remedies hereunder or
under any Timeshare Loan including, but not limited to, powers of attorney, UCC
financing statements and assignments of mortgage. The Depositor hereby appoints
the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is
coupled with an interest and is therefore irrevocable, to act on behalf and in
the name of the Depositor under this Section 7(f).

            (g) Any change in the legal name of the Depositor and any use by it
of any tradename, fictitious name, assumed name or "doing business as" name
occurring after the Closing Date shall be promptly disclosed to the Issuer and
the Indenture Trustee in writing.

            (h) Upon the discovery or receipt of notice by a Responsible Officer
of the Depositor of a breach of any of its representations or warranties and
covenants contained herein,

<PAGE>

the Depositor shall promptly disclose to the Issuer and the Indenture Trustee,
in reasonable detail, the nature of such breach.

            (i) In the event that the Depositor shall receive any payments in
respect of a Timeshare Loan after the Closing Date or Transfer Date, as
applicable (including any insurance proceeds that are not payable to the related
Obligor), the Depositor shall, within two (2) Business Days of receipt, transfer
or cause to be transferred, such payments to the Lockbox Account.

            (j) In the event that the Depositor or the Issuer or any assignee of
the Issuer should receive actual notice of any transfer taxes arising out of the
transfer, assignment and conveyance of a Timeshare Loan to the Issuer, on
written demand by the Issuer, or upon the Depositor otherwise being given notice
thereof, the Depositor shall pay, and otherwise indemnify and hold the Issuer,
or any subsequent assignee harmless, on an after-tax basis, from and against any
and all such transfer taxes.

            (k) The Depositor will keep its principal place of business and
chief executive office and the office where it keeps its records concerning the
Timeshare Loans at the address of the Depositor listed herein.

            (l) The Depositor authorizes the Issuer and the Indenture Trustee to
file continuation statements, and amendments thereto, relating to the Timeshare
Loans and all payments made with regard to the related Timeshare Loans without
the signature of the Depositor where permitted by law. A photocopy or other
reproduction of this Agreement shall be sufficient as a financing statement
where permitted by law. The Issuer confirms that it is not its present intention
to file a photocopy or other reproduction of this Agreement as a financing
statement, but reserves the right to do so if, in its good faith determination,
there is at such time no reasonable alternative remaining to it.

            SECTION 8. Indemnification.

            (a) The Depositor agrees to indemnify the Issuer, the Indenture
Trustee, the Noteholders and the Initial Purchaser (collectively, the
"INDEMNIFIED PARTIES") against any and all claims, losses, liabilities,
(including reasonable legal fees and related costs) that the Issuer, the
Indenture Trustee, the Noteholders or the Initial Purchaser may sustain directly
related to any breach of the representations and warranties of the Depositor
under Section 5 hereof (the "INDEMNIFIED AMOUNTS") excluding, however (i)
Indemnified Amounts to the extent resulting from the gross negligence or willful
misconduct on the part of such Indemnified Party; (ii) any recourse for any
uncollectible Timeshare Loan not related to a breach of representation or
warranty; (iii) recourse to the Depositor for a Defective Timeshare Loan so long
as the same is cured, substituted or repurchased pursuant to Section 6 hereof,
(iv) income, franchise or similar taxes by such Indemnified Party arising out of
or as a result of this Agreement or the transfer of the Timeshare Loans; (v)
Indemnified Amounts attributable to any violation by an Indemnified Party of any
requirement of law related to an Indemnified Party; or (vi) the operation or
administration of the Indemnified Party generally and not related to the
enforcement of this Agreement. The Depositor shall (A) promptly notify the
Issuer and the Indenture Trustee if a claim is made by a third party with
respect to this Agreement or the Timeshare Loans, and

<PAGE>

relating to (i) the failure by the Depositor to perform its duties in accordance
with the terms of this Agreement or (ii) a breach of the Depositor's
representations, covenants and warranties contained in this Agreement, (B)
assume (with the consent of the Issuer, the Indenture Trustee, the Noteholders
or the Initial Purchaser, as applicable, which consent shall not be unreasonably
withheld) the defense of any such claim and (C) pay all expenses in connection
therewith, including legal counsel fees and promptly pay, discharge and satisfy
any judgment, order or decree which may be entered against it or the Issuer, the
Indenture Trustee, the Noteholders or the Initial Purchaser in respect of such
claim. If the Depositor shall have made any indemnity payment pursuant to this
Section 8 and the recipient thereafter collects from another Person any amount
relating to the matters covered by the foregoing indemnity, the recipient shall
promptly repay such amount to the Depositor.

            (b) The obligations of the Depositor under this Section 8 to
indemnify the Issuer, the Indenture Trustee, the Noteholders and the Initial
Purchaser shall survive the termination of this Agreement and continue until the
Notes are paid in full or otherwise released or discharged.

            SECTION 9. No Proceedings. The Depositor hereby agrees that it will
not, directly or indirectly, institute, or cause to be instituted, or join any
Person in instituting, against the Issuer or any Association, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy or similar law so long as
there shall not have elapsed one year plus one day since the latest maturing
Notes issued by the Issuer.

            SECTION 10. Notices, Etc. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing and
mailed or telecommunicated, or delivered as to each party hereto, at its address
set forth below or at such other address as shall be designated by such party in
a written notice to the other parties hereto. All such notices and
communications shall not be effective until received by the party to whom such
notice or communication is addressed.

      Depositor

      Bluegreen Receivables Finance Corporation VIII
      4950 Communication Avenue, Suite 400
      Boca Raton, Florida 33431
      Attention: Terry Jones, President
      Telecopier:  (561) 912-8121

      Issuer

      BXG Receivables Note Trust 2004-B
      c/o Wilmington Trust Company
      Rodney Square North
      1100 North Market Street
      Wilmington, Delaware 19890-0001
      Attention:  Corporate Trust Administration

<PAGE>

      Telecopier No: (302) 651-8882

            SECTION 11. No Waiver; Remedies. No failure on the part of the
Depositor, the Issuer or any assignee thereof to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any other remedies provided by law.

            SECTION 12. Binding Effect; Assignability. This Agreement shall be
binding upon and inure to the benefit of the Depositor, the Issuer and their
respective successors and assigns. Any assignee of the Issuer shall be an
express third party beneficiary of this Agreement, entitled to directly enforce
this Agreement. The Depositor may not assign any of its rights and obligations
hereunder or any interest herein without the prior written consent of the Issuer
and any assignee thereof. The Issuer may, and intends to, assign all of its
rights hereunder to the Indenture Trustee on behalf of the Noteholders and the
Depositor consents to any such assignment. This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms, and shall remain in full force and effect until its termination;
provided, however, that the rights and remedies with respect to any breach of
any representation and warranty made by the Depositor pursuant to Section 5 and
the repurchase or substitution and indemnification obligations shall be
continuing and shall survive any termination of this Agreement but such rights
and remedies may be enforced only by the Issuer and the Indenture Trustee.


            SECTION 13. Amendments; Consents and Waivers. No modification,
amendment or waiver of, or with respect to, any provision of this Agreement, and
all other agreements, instruments and documents delivered thereto, nor consent
to any departure by the Depositor from any of the terms or conditions thereof
shall be effective unless it shall be in writing and signed by each of the
parties hereto, the written consent of the Indenture Trustee on behalf of the
Noteholders is given and confirmation from the Rating Agencies that such action
will not result in a downgrade, withdrawal or qualification of any rating
assigned to a Class of Notes is received. The Issuer shall provide the Indenture
Trustee and the Rating Agencies with such proposed modifications, amendments or
waivers. Any waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No consent to or demand by the Depositor in
any case shall, in itself, entitle it to any other consent or further notice or
demand in similar or other circumstances. The Depositor acknowledges that in
connection with the intended assignment by the Issuer of all of its right, title
and interest in and to each Timeshare Loan to the Indenture Trustee on behalf of
the Noteholders, the Issuer intends to issue the Notes, the proceeds of which
will be used by the Issuer to purchase the Timeshare Loans hereunder.

            SECTION 14. Severability. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation, shall not in any
way be affected or impaired thereby in any other jurisdiction. Without limiting
the generality of the foregoing, in the event that a Governmental Authority
determines that the Issuer may not purchase or acquire Timeshare Loans, the
transactions evidenced hereby shall constitute

<PAGE>

a loan and not a purchase and sale, notwithstanding the otherwise applicable
intent of the parties hereto, and the Depositor shall be deemed to have granted
to the Issuer as of the date hereof, a first priority perfected security
interest in all of the Depositor's right, title and interest in, to and under
such Timeshare Loans and the related property as described in Section 2 hereof.

            SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION.

                  (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
      PRINCIPLES OF CONFLICTS OF LAW.

                  (B) THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE
      NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
      UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW
      YORK CITY AND EACH PARTY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
      UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
      REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH ON THE SIGNATURE PAGE
      HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER
      THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. THE
      PARTIES HERETO EACH WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS,
      AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS
      TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE
      BY THE COURT. NOTHING IN THIS SECTION 15 SHALL AFFECT THE RIGHT OF THE
      parties to this agreement TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
      PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY OF THEM TO BRING ANY ACTION OR
      PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.

            SECTION 16. Heading. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

            SECTION 17. Execution in Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and both of which when taken together
shall constitute one and the same agreement.

<PAGE>

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duty authorized, as of the date
first above written.

                                  Very truly yours,

                                  BLUEGREEN RECEIVABLES FINANCE
                                  CORPORATION VIII

                                  By: /S/ ALLAN J. HERZ
                                  Printed Name: Allan J. Herz
                                  Title:  Vice President and Assistant Secretary

                                  BXG RECEIVABLES NOTE TRUST 2004-B
                                  By:  Wilmington Trust Company,
                                       as Owner Trustee

                                  By: /S/ JANET R. HAVRILLA
                                  Printed Name:  Janet R. Havrilla
                                  Title: Financial Services Officer

Agreed and acknowledged as to
the last paragraph of Section 3
herein only:

BLUEGREEN VACATION CLUB TRUST

By: Vacation Trust, Inc., Individually and as Club Trustee

By: /S/ SHARI A. BASYE
Printed Name: Shari A. Basye
Title: Secretary/Treasurer

                     [Signature Page to the Sale Agreement]

<PAGE>

                                   SCHEDULE I

      Representations and Warranties of the Depositor Regarding the Timeshare
Loans

With respect to each Timeshare Loan, as of the related Closing Date or Transfer
Date, as applicable:

      (a)   except if such Timeshare Loan is listed on Schedule II(a) hereto,
            payments due under the Timeshare Loan are fully-amortizing and
            payable in level monthly installments;

      (b)   payment obligations under the Timeshare Loan bears a fixed rate of
            interest;

      (c)   the Obligor thereunder has made a down payment by cash, check or
            credit card of at least 10% percent of the actual purchase price
            (including closing costs) of the Timeshare Property (which cash down
            payment may, in the case of Upgraded Club Loans only, be represented
            by the principal payments on such Timeshare Loan since its date of
            origination) and no part of such payment has been made or loaned to
            Obligor by Bluegreen, the Depositor or an Affiliate thereof;

      (d)   as of the related Cut-Off Date, no principal or interest due with
            respect to the Timeshare Loan is sixty (60) days or more Delinquent;

      (e)   the Obligor is not an Affiliate of Bluegreen or any Subsidiary;
            provided, that solely for the purposes of this representation, a
            relative of an employee and employees of Bluegreen or any Subsidiary
            (or any of its Affiliates) shall not be deemed to be an "Affiliate";

      (f)   immediately prior to the conveyance of the Timeshare Loan to the
            Issuer, the Depositor will own full legal and equitable title to
            such Timeshare Loan, and the Timeshare Loan (and the related
            Timeshare Property) is free and clear of adverse claims, liens and
            encumbrances and is not subject to claims of rescission, invalidity,
            unenforceability, illegality, defense, offset, abatement,
            diminution, recoupment, counterclaim or participation or ownership
            interest in favor of any other Person;

      (g)   the Timeshare Loan (other than an Aruba Loan) is secured directly by
            a first priority Mortgage on the related purchased Timeshare
            Property;

      (h)   with respect to each Club Loan, the Timeshare Property mortgaged by
            or at the direction of the related Obligor constitutes a fractional
            fee simple timeshare interest in real property at the related Resort
            that entitles the holder of the interest to the use of a specific
            property for a specified number of days each year or every other
            year; the related Mortgage has been delivered for filing and
            recordation with all appropriate governmental authorities in all
            jurisdictions in which such Mortgage is required to be filed and
            recorded to create a valid, binding and enforceable first Lien on
            the related Timeshare Property and such Mortgage

<PAGE>

            creates a valid, binding and enforceable first Lien on the related
            Timeshare Property, subject only to Permitted Liens; and the
            Depositor is in compliance with any Permitted Lien respecting the
            right to the use of such related Timeshare Property; each of the
            Assignments of Mortgage and each related endorsement of the related
            Mortgage Note constitutes a duly executed, legal, valid, binding and
            enforceable assignment or endorsement, as the case may be, of such
            related Mortgage and related Mortgage Note, and all monies due or to
            become due thereunder, and all proceeds thereof;

      (i)   with respect to the Obligor and a particular Timeshare Property
            purchased by such Obligor, there is only one original Mortgage and
            Mortgage Note, in the case of a Club Loan, and, only one Finance
            Agreement, in the case of an Aruba Loan; all parties to the related
            Mortgage and the related Mortgage Note (and, in the case of an Aruba
            Loan, Finance Agreement) had legal capacity to enter into such
            Timeshare Loan Documents and to execute and deliver such related
            Timeshare Loan Documents, and such related Timeshare Loan Documents
            have been duly and properly executed by such parties; any amendments
            to such related Timeshare Loan Documents required as a result of any
            mergers involving the Depositor or its predecessors, to maintain the
            rights of the Depositor or its predecessors thereunder as a
            mortgagee (or a Depositor, in the case of the Aruba Loan) have been
            completed;

      (j)   at the time the related Originator originated such Timeshare Loan to
            the related Obligor, such Originator had full power and authority to
            originate such Timeshare Loan and the Obligor had good and
            indefeasible fee title or good and marketable fee simple title, or,
            in the case of an Aruba Loan, a cooperative interest, as applicable,
            to the Timeshare Property related to such Timeshare Loan, free and
            clear of all Liens, except for Permitted Liens;

      (k)   the related Mortgage (or, in the case of an Aruba Loan, the related
            Finance Agreement) contains customary and enforceable provisions so
            as to render the rights and remedies of the holder thereof adequate
            for the realization against the related Timeshare Property of the
            benefits of the security interests or lender's contractual rights
            intended to be provided thereby, including (a) if the Mortgage is a
            deed of trust, by trustee's sale, including power of sale, (b)
            otherwise by judicial foreclosure or power of sale and/or (c)
            termination of the contract, forfeiture of Obligor deposits and
            payments towards the related Timeshare Loan and expulsion from the
            related Association; in the case of the Club Loans, there is no
            exemption available to the related Obligor which would interfere
            with the mortgagee's right to sell at a trustee's sale or power of
            sale or right to foreclose such related Mortgage, as applicable;

      (l)   the related Mortgage Note is not and has not been secured by any
            collateral except the Lien of the related Mortgage;

<PAGE>

      (m)   if a Mortgage secures a Timeshare Loan, the title to the related
            Timeshare Property is insured (or a binding commitment for title
            insurance, not subject to any conditions other than standard
            conditions applicable to all binding commitments, has been issued)
            under a mortgagee title insurance policy issued by a title insurer
            qualified to do business in the jurisdiction where the related
            Timeshare Property is located in a form generally acceptable to
            prudent originators of similar mortgage loans, insuring the
            Depositor or its predecessor and its successors and assigns, as to
            the first priority mortgage Lien of the related Mortgage in an
            amount equal to the outstanding Loan Balance of such Timeshare Loan,
            and otherwise in form and substance acceptable to the Indenture
            Trustee; the Depositor or its assignee is a named insured of such
            mortgagee's title insurance policy; such mortgagee's title insurance
            policy is in full force and effect; no claims have been made under
            such mortgagee's title insurance policy and no prior holder of such
            Timeshare Loan has done or omitted to do anything which would impair
            the coverage of such mortgagee's title insurance policy; no premiums
            for such mortgagee's title insurance policy, endorsements and all
            special endorsements are past due;

      (n)   the Depositor has not taken (or omitted to take), and has no notice
            that the related Obligor has taken (or omitted to take), any action
            that would impair or invalidate the coverage provided by any hazard,
            title or other insurance policy on the related Timeshare Property;

      (o)   all applicable intangible taxes and documentary stamp taxes were
            paid as to the related Timeshare Loan;

      (p)   the proceeds of the Timeshare Loan have been fully disbursed, there
            is no obligation to make future advances or to lend additional funds
            under the originator's commitment or the documents and instruments
            evidencing or securing the Timeshare Loan and no such advances or
            loans have been made since the origination of the Timeshare Loan;

      (q)   the terms of each Timeshare Loan Document has not been impaired,
            waived, altered or modified in any respect, except (x) by written
            instruments which are part of the related Timeshare Loan Documents
            or (y) in accordance with the Credit Policy or the Servicing
            Standard (provided that no Timeshare Loan has been impaired, waived,
            altered, or modified in any respect more than once). No other
            instrument has been executed or agreed to which would effect any
            such impairment, waiver, alteration or modification; the Obligor has
            not been released from liability on or with respect to the Timeshare
            Loan, in whole or in part; if required by law or prudent originators
            of similar loans in the jurisdiction where the related Timeshare
            Property is located, all waivers, alterations and modifications have
            been filed and/or recorded in all places necessary to perfect,
            maintain and continue a valid first priority Lien of the related
            Mortgage, subject only to Permitted Liens;

<PAGE>

      (r)   other than if it is an Aruba Loan, the Timeshare Loan is principally
            and directly secured by an interest in real property;

      (s)   the Timeshare Loan was originated by one of the Depositor's
            Affiliates in the normal course of its business; the Timeshare Loan
            originated by the Depositor's Affiliates was underwritten in
            accordance with its underwriting guidelines; to the Depositor's
            Knowledge, the origination, servicing and collection practices used
            by the Depositor's Affiliates with respect to the Timeshare Loan
            have been in all respects, legal, proper, prudent and customary;

      (t)   the related Timeshare Loan is assignable to and by the obligee and
            its successors and assigns and the related Timeshare Property is
            assignable upon liquidation of the related Timeshare Loan, without
            the consent of any other Person (including any Association,
            condominium association, homeowners' or timeshare association);

      (u)   the related Mortgage is and will be prior to any Lien on, or other
            interests relating to, the related Timeshare Property;

      (v)   to the Depositor's Knowledge, there are no delinquent or unpaid
            taxes, ground rents (if any), water charges, sewer rents or
            assessments outstanding with respect to any of the Timeshare
            Properties, nor any other outstanding Liens or charges affecting the
            Timeshare Properties that would result in the imposition of a Lien
            on the Timeshare Property affecting the Lien of the related Mortgage
            or otherwise materially affecting the interests of the Indenture
            Trustee on behalf of the Noteholders in the related Timeshare Loan;

      (w)   other than with respect to delinquent payments of principal or
            interest 60 (sixty) or fewer days past due as of the Cut-Off Date,
            there is no default, breach, violation or event of acceleration
            existing under the Mortgage, the related Mortgage Note or any other
            document or instrument evidencing, guaranteeing, insuring or
            otherwise securing the related Timeshare Loan, and no event which,
            with the lapse of time or with notice and the expiration of any
            grace or cure period, would constitute a material default, breach,
            violation or event of acceleration thereunder; and the Depositor has
            not waived any such material default, breach, violation or event of
            acceleration under the Finance Agreement, Mortgage, the Mortgage
            Note or any such other document or instrument, as applicable;

      (x)   neither the Obligor nor any other Person has the right, by statute,
            contract or otherwise, to seek the partition of the Timeshare
            Property;

      (y)   the Timeshare Loan has not been satisfied, canceled, rescinded or
            subordinated, in whole or in part; no portion of the Timeshare
            Property has been released from the Lien of the related Mortgage, in
            whole or in part; no instrument has been executed that would effect
            any such satisfaction, cancellation, rescission, subordination or
            release; the terms of the related Mortgage do not provide for a
            release of any

<PAGE>


            portion of the Timeshare Property from the Lien of the related
            Mortgage except upon the payment of the Timeshare Loan in full;

      (z)   the Depositor and any of its Affiliates and, to the Depositor's
            Knowledge, each other party which has had an interest in the
            Timeshare Loan is (or, during the period in which such party held
            and disposed of such interest, was) in compliance with any and all
            applicable filing, licensing and "doing business" requirements of
            the laws of the state wherein the Timeshare Property is located to
            the extent necessary to permit the Depositor to maintain or defend
            actions or proceedings with respect to the Timeshare Loan in all
            appropriate forums in such state without any further act on the part
            of any such party;

      (aa)  there is no current obligation on the part of any other person
            (including any buy down arrangement) to make payments on behalf of
            the Obligor in respect of the Timeshare Loan;

      (bb)  the related Association was duly organized and are validly existing;
            a manager (the "MANAGER") manages such Resort and performs services
            for the Associations, pursuant to an agreement between the Manager
            and the respective Associations, such contract being in full force
            and effect; to the Depositor's Knowledge the Manager and the
            Associations have performed in all material respects all obligations
            under such agreement and are not in default under such agreement;

      (cc)  in the case of Bluegreen Owned Resorts (other than La Cabana Resort
            and Casa Del Mar Resort) and to the Depositor's Knowledge with
            respect to the Non-Bluegreen Owned Resorts and La Cabana Resort and
            Casa Del Mar Resort, (i) the related Resort is insured in the event
            of fire, earthquake, or other casualty for the full replacement
            value thereof, and in the event that the Timeshare Property should
            suffer any loss covered by casualty or other insurance, upon receipt
            of any insurance proceeds, the Associations at the Resorts are
            required, during the time such Timeshare Property is covered by such
            insurance, under the applicable governing instruments either to
            repair or rebuild the portions of the Timeshare Project in which the
            Timeshare Property is located or to pay such proceeds to the holders
            of any related Mortgage secured by a timeshare estate in the
            portions of the Timeshare Project in which the Timeshare Property is
            located; (ii) the related Resort, if located in a designated flood
            plain, maintains flood insurance in an amount not less than the
            maximum level available under the National Flood Insurance Act of
            1968, as amended or any applicable laws; (iii) the related Resort
            has business interruption insurance and general liability insurance
            in such amounts generally acceptable in the industry; and (iv) the
            related Resort's insurance policies are in full force and effect
            with a generally acceptable insurance carrier;

      (dd)  the related Mortgage gives the obligee and its successors and
            assigns the right to receive and direct the application of insurance
            and condemnation proceeds

<PAGE>

            received in respect of the related Timeshare Property, except where
            the related condominium declarations, timeshare declarations or
            applicable state law provide that insurance and condemnation
            proceeds be applied to restoration of the improvements;

      (ee)  each rescission period applicable to the related Timeshare Loan has
            expired;

      (ff)  no selection procedures were intentionally utilized by the Depositor
            in selecting the Timeshare Loan which the Depositor knew were
            materially adverse to the Indenture Trustee or the Noteholders;

      (gg)  the Units related to the Timeshare Loan in the related Resort have
            been completed in all material respects as required by applicable
            state and local laws, free of all defects that could give rise to
            any claims by the related Obligors under home warranties or
            applicable laws or regulations, whether or not such claims would
            create valid offset rights under the law of the State in which the
            Resort is located; to the extent required by applicable law, valid
            certificates of occupancy for such Units have been issued and are
            currently outstanding; the Depositor or any of its Affiliates have
            complied in all material respects with all obligations and duties
            incumbent upon the developers under the related timeshare
            declaration (each a "DECLARATION"), as applicable, or similar
            applicable documents for the related Resort; no practice, procedure
            or policy employed by the related Association in the conduct of its
            business violates any law, regulation, judgment or agreement,
            including, without limitation, those relating to zoning, building,
            use and occupancy, fire, health, sanitation, air pollution,
            ecological, environmental and toxic wastes, applicable to such
            Association which, if enforced, would reasonably be expected to (a)
            have a material adverse impact on such Association or the ability of
            such Association to do business, (b) have a material adverse impact
            on the financial condition of such Association, or (c) constitute
            grounds for the revocation of any license, charter, permit or
            registration which is material to the conduct of the business of
            such Association; the related Resort and the present use thereof
            does not violate any applicable environmental, zoning or building
            laws, ordinances, rules or regulations of any governmental
            authority, or any covenants or restrictions of record, so as to
            materially adversely affect the value or use of such Resort or the
            performance by the related Association of its obligations pursuant
            to and as contemplated by the terms and provisions of the related
            Declaration; there is no condition presently existing, and to the
            Depositor's Knowledge, no event has occurred or failed to occur
            prior to the date hereof, concerning the related Resort relating to
            any hazardous or toxic materials or condition, asbestos or other
            environmental or similar matters which would reasonably be expected
            to materially and adversely affect the present use of such Resort or
            the financial condition or business operations of the related
            Association, or the value of the Notes;

      (hh)  except if such Timeshare Loan is listed on Schedule II(hh) hereto,
            the original Loan Balance of such Timeshare Loan does not exceed
            $25,000;

<PAGE>

      (ii)  payments with respect to the Timeshare Loan are to be in legal
            tender of the United States;

      (jj)  all monthly payments made on the Timeshare Loan have been made by
            the Obligor and not by the Depositor or any Affiliate of the
            Depositor on the Obligor's behalf;

      (kk)  the Timeshare Loan relates to a Resort;

      (ll)  the Timeshare Loan constitutes either "chattel paper", a "general
            intangible" or an "instrument" as defined in the UCC as in effect in
            all applicable jurisdictions;

      (mm)  the sale, transfer and assignment of the Timeshare Loan and the
            Related Security does not contravene or conflict with any law, rule
            or regulation or any contractual or other restriction, limitation or
            encumbrance, and the sale, transfer and assignment of the Timeshare
            Loan and Related Security does not require the consent of the
            Obligor;

      (nn)  each of the Timeshare Loan, the Related Security, related Assignment
            of Mortgage, related Mortgage, related Mortgage Note, related
            Finance Agreement and each other related Timeshare Loan Document are
            in full force and effect, constitute the legal, valid and binding
            obligation of the Obligor thereof enforceable against such Obligor
            in accordance with its terms subject to the effect of bankruptcy,
            fraudulent conveyance or transfer, insolvency, reorganization,
            assignment, liquidation, conservatorship or moratorium, and is not
            subject to any dispute, offset, counterclaim or defense whatsoever;

      (oo)  the Timeshare Loan relates to a Completed Unit and the Related
            Security do not, and the origination of each Timeshare Loan did not,
            contravene in any material respect any laws, rules or regulations
            applicable thereto (including, without limitation, laws, rules and
            regulations relating to usury, retail installment sales, truth in
            lending, fair credit reporting, equal credit opportunity, fair debt
            collection practices and privacy) and with respect to which no party
            thereto has been or is in violation of any such law, rule or
            regulation in any material respect if such violation would impair
            the collectibility of such Timeshare Loan and the Related Security;
            no Timeshare Loan was originated in, or is subject to the laws of,
            any jurisdiction under which the sale, transfer, conveyance or
            assignment of such Timeshare Loan would be unlawful, void or
            voidable;

      (pp)  to Depositor's Knowledge, (i) no bankruptcy is currently existing
            with respect to the Obligor, (ii) the Obligor is not insolvent and
            (iii) the Obligor is not an Affiliate of the Depositor;

      (qq)  except if such Timeshare Loan is listed on Schedule II(qq) hereof,
            the Timeshare Loan shall not have a Timeshare Loan Rate less than 6%
            per annum;

<PAGE>

      (rr)  except if such Timeshare Loan is listed on Schedule II(rr) hereof,
            the Obligor has made at least two (2) month's aggregate required
            payments with respect to the Timeshare Loan (not including any down
            payment);

      (ss)  if a Resort (other than the La Cabana Beach Resort & Racquet Club in
            Aruba) is subject to a construction loan, the construction lender
            shall have signed and delivered a non-disturbance agreement (which
            may be contained in such lender's mortgage) pursuant to which such
            construction lender agrees not to foreclose on any Timeshare
            Properties relating to a Timeshare Loan which have been sold
            pursuant to this Agreement;

      (tt)  the Timeshare Properties and the related Resorts are free of
            material damage and waste and are in good repair and fully
            operational; there is no proceeding pending or threatened for the
            total or partial condemnation of or affecting any Timeshare Property
            or taking of the Timeshare Property by eminent domain; the Timeshare
            Properties and the Resorts in which the Timeshare Properties are
            located are lawfully used and occupied under applicable law by the
            owner thereof;

      (uu)  the portions of the Resorts in which the Timeshare Properties are
            located which represent the common facilities are free of material
            damage and waste and are in good repair and condition, ordinary wear
            and tear excepted;

      (vv)  no foreclosure or similar proceedings have been instituted and are
            continuing with respect to the Timeshare Loan or the related
            Timeshare Property;

      (ww)  with respect to the Aruba Loans only, Bluegreen shall own, directly
            or indirectly, 100% of the economic and voting interests of the
            Aruba Originator;

      (xx)  the Timeshare Loan does not have an original term to maturity in
            excess of 120 months;

      (yy)  to the Depositor's Knowledge, the capital reserves and maintenance
            fee levels of the Associations related to the Resorts are adequate
            in light of the operating requirements of such Associations;

      (zz)  except as required by law, the Timeshare Loan may not be assumed
            without the consent of the obligee;

      (aaa) for each Club Loan, the Obligor under the Timeshare Loan has not had
            its rights under the Club Trust Agreement suspended;

      (bbb) the payments under the Timeshare Loan are not subject to withholding
            taxes imposed by any foreign governments;

      (ccc) each entry with respect to the Timeshare Loan as set forth on
            Schedule II and Schedule III hereof is true and correct. Each entry
            with respect to a Qualified

<PAGE>

            Substitute Timeshare Loan as set forth on Schedule II and Schedule
            III hereof, as revised, is true and correct;

      (ddd) if the Timeshare Loan relates to a Timeshare Property located in
            Aruba, a notice has been mailed or will be mailed by July 31, 2004
            (with respect to Timeshare Loans sold on the Closing Date) or within
            30 days of the Transfer Date, as applicable, to the related Obligor
            indicating that such Timeshare Loan has been transferred to the
            Purchaser and will ultimately be transferred to the Issuer and
            pledged to the Indenture Trustee for the benefit of the Noteholders;
            and

      (eee) no broker is, or will be, entitled to any commission or compensation
            in connection with the transfer of the Timeshare Loans hereunder.

      (fff) if the related Obligor is paying its scheduled payments by
            pre-authorized debit or charge, such Obligor has executed an ACH
            Form substantially in the form attached hereto as Exhibit C.

      (ggg) the Timeshare Loan if a Subsequent Timeshare Loan, satisfies the
            criteria for Subsequent Timeshare Loans specified in Section 4.3 of
            the Indenture.

      (hhh) if the Timeshare Loan is an Aruba Loan, such Timeshare Loan was
            originated prior to January 26, 2004.