Exhibit 10.185

                              STANDARD DEFINITIONS

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

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

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

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

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

            "Administration  Agreement" shall mean the administration agreement,
dated as of  September  15,  2006,  by and  among the  Administrator,  the Owner
Trustee,  the Issuer and the Indenture Trustee,  as amended from time to time in
accordance with the terms thereof.

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

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

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

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            "Affiliate" shall mean any Person:  (a) which directly or indirectly
controls,  or is controlled by, or is under common control with such Person; (b)
which  directly or  indirectly  beneficially  owns or holds five percent (5%) or
more of the voting stock of such  Person;  or (c) for which five percent (5%) or
more of the voting stock of which is directly or indirectly  beneficially  owned
or held by such Person; provided, however, that under no circumstances shall (i)
the Owner  Trustee be deemed to be an Affiliate of the Issuer,  the Depositor or
the Trust  Owner,  nor shall any of such parties be deemed to be an Affiliate of
the Owner Trustee or (ii)  Bluegreen be deemed an Affiliate of any 5% or greater
shareholder  of Bluegreen  or any  Affiliate  of such  shareholder  who is not a
Direct  Affiliate  (as  defined  herein)  of  Bluegreen,   nor  shall  any  such
shareholder be deemed to be an Affiliate of Bluegreen.  The term "control" means
the  possession,  directly  or  indirectly,  of the power to direct or cause the
direction  of the  management  and  policies  of a Person,  whether  through the
ownership of voting securities,  by contract or otherwise.  For purposes of this
definition,  any  entity  included  in  the  same  GAAP  consolidated  financial
statements  as  Bluegreen   shall  be  an  Affiliate  of  Bluegreen  (a  "Direct
Affiliate").

            "Aggregate  Closing Date  Collateral  Balance" is an amount equal to
$153,000,000.

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

            "Aggregate  Loan Balance" means the sum of the Loan Balances for all
Timeshare Loans (other than Defaulted Timeshare Loans).

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

            "Aruba Club Loans" shall mean all timeshare loans  originated by the
Aruba  Originator  on or after  January 26, 2004 each  secured by Co-op  Shares,
which  entitle  the owner  thereof  to use and  occupy a fixed Unit at La Cabana
Resort.

            "Aruba Loans" shall mean, collectively, the Aruba Club Loans and the
Aruba Non-Club Loans.

            "Aruba Non-Club Loans" shall mean timeshare loans  originated by the
Aruba  Originator  prior to  January  26,  2004,  each  evidenced  by a  Finance
Agreement for the purchase of Co-op Shares.

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

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


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

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

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

            "Available  Funds" shall mean for any Payment Date, (A) all funds on
deposit in the  Collection  Account  after  making all  transfers,  deposits  or
payments from (i) the Lockbox Account  pursuant to the Lockbox  Agreement,  (ii)
the General Reserve Account  pursuant to Section 3.2(b) of the Indenture,  (iii)
the Prefunding  Account  pursuant to Section  3.2(c) of the Indenture,  (iv) the
Capitalized Interest Account pursuant to Section 3.2(d) of the Indenture (v) the
Club Originator or the Depositor, as the case may be, pursuant to Section 4.6 of
the Indenture,  and (vi) the Servicer  pursuant to the  Indenture,  plus (B) all
investment  earnings  on funds on deposit  in the  Collection  Account  from the
immediately  preceding  Payment Date through such Payment Date, if any, less (C)
amounts on deposit in the Collection  Account related to collections  related to
any Due Periods  subsequent to the Due Period related to such Payment Date, less
(D) any Additional Servicing  Compensation on deposit in the Collection Account,
less  (E)  Misdirected  Deposits,  if  any.   Notwithstanding  anything  in  the
Transaction  Documents  to the  contrary,  Available  Funds  shall only  include
amounts described in the foregoing sentence and not amounts otherwise  deposited
voluntarily by Blugreeen or any of its Affiliates.

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

            "Backup  Servicing   Agreement"  shall  mean  the  backup  servicing
agreement,  dated as of  September  15,  2006,  by and  among  the  Issuer,  the
Depositor,  the Servicer,  the Backup Servicer and the Indenture Trustee, as the
same may be amended, supplemented or otherwise modified from time to time.

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

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


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

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

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

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

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

            "Bluegreen  Owned  Resorts"  shall mean a Resort in which  Bluegreen
acquired or developed a significant number of the vacation  ownership  interests
associated  with the  Resort,  even if  Bluegreen  no  longer  owns  substantial
vacation  ownership  interests in the Resort and includes the following resorts:
Casa del Mar Resort,  Daytona  SeaBreeze(TM),  The Fountains  (f/k/a Oasis Lakes
Resort),  Grande  VillasTM at World Golf  Village(R),  The  Hammocks at Marathon
Resort(TM),  Orlando's Sunshine Resort(TM), Solara Surfside(TM) Resort, Mountain
Run at BoyneTM, The Falls VillageTM Resort, The Suites at Hershey(TM),  Carolina
Grande(TM),  Harbour  LightsTM  Resort,  The Lodge  Alley  Inn(TM),  Shore Crest
Vacation  VillasTM,  Laurel CrestTM Resort,  MountainLoftTM  Resort,  Shenandoah
CrossingTM, Christmas Mountain VillageTM and La Cabana Resort.

            "Bluegreen   Purchase   Agreement"   shall  mean  the  purchase  and
contribution  agreement,  dated  as of  September  15,  2006,  between  the Club
Originator  and the  Depositor  pursuant  to  which  the Club  Originator  sells
Timeshare  Loans to the Depositor on the Closing Date and during the  Prefunding
Period.

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

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

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

            "BXG  Timeshare  I" shall  mean BXG  Timeshare  Trust I, a  Delaware
statutory trust.


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            "Capitalized  Interest Account" shall mean the account maintained by
the Indenture Trustee pursuant to Section 3.2(d) of the Indenture.

            "Capitalized   Interest   Account   Initial   Deposit"  shall  equal
$550,391.14.

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

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

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

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

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

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

            "Certificateholders" shall mean the holders of the Certificates.

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

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

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

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

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

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

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


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            "Closing Date" shall mean September 21, 2006.

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

            "Club  Loans"  means,  collectively,  the Deeded  Club Loans and the
Aruba Club Loans.

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

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

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

            "Club Property" shall mean Timeshare  Properties,  Owner Beneficiary
Rights and Vacation Points.

            "Club  Trust  Agreement"  shall  mean,  collectively,  that  certain
Bluegreen  Vacation  Club  Trust  Agreement,  dated as of May 18,  1994,  by and
between the Developer and the Club  Trustee,  as amended,  restated or otherwise
modified from time to time,  together with all other  agreements,  documents and
instruments governing the operation of the Club.

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

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

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

            "Collection  Policy"  shall  mean  the  collection  policies  of the
initial  servicer  in effect on the  Closing  Date  attached as Exhibit K to the
Indenture,  as may be amended from time to time in accordance with the Servicing
Standard

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

            "Confidential   Information"  means  information   obtained  by  any
Noteholder including,  without limitation, the Preliminary Confidential Offering
Circular dated  September 6, 2006 or the  Confidential  Offering  Circular dated
September 13, 2006 related to the Notes and the Transaction  Documents,  that is
proprietary in nature and that was clearly marked or labeled as


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being confidential  information of the Issuer, the Servicer or their Affiliates,
provided that such term does not include information that (a) was publicly known
or otherwise known to the Noteholder prior to the time of such  disclosure,  (b)
subsequently  becomes  publicly  known  through  no  act  or  omission  by  such
Noteholder  or any Person acting on its behalf,  (c) otherwise  becomes known to
the  Noteholder  other than through  disclosure  by the Issuer,  the Servicer or
their Affiliates or (d) any other public disclosure  authorized by the Issuer or
the Servicer.

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

            "Co-op  Shares"  shall  mean  a  share  certificate  issued  by  the
timeshare cooperative  association of La Cabana Resort, which entitles the owner
thereof the right to use and occupy a fixed Unit at a fixed period of time at La
Cabana Resort.

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

            "Credit Card Account" shall mean the deposit account (account number
008981708368)  established  at the Lockbox Bank,  which shall be a  non-interest
bearing account.

            "Credit Card  Timeshare  Loan" shall mean a Timeshare Loan where the
Obligor makes its payments due on such  Timeshare  Loan with credit card payment
arrangements.

            "Credit Policy" shall mean the credit and  underwriting  policies of
the  Originators  in effect on the  Closing  Date  attached  as Exhibit C to the
Indenture.

            "Custodial  Agreement" shall mean the custodial agreement,  dated as
of September 15, 2006 by and among the Issuer, the Depositor,  the Servicer, the
Backup  Servicer,  and the Indenture  Trustee and Custodian,  as the same may be
amended,  supplemented or otherwise modified from time to time providing for the
custody  and  maintenance  of  the  Timeshare  Loan  Documents  relating  to the
Timeshare Loans.

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

            "Custodian's  Certification"  shall have the  meaning  specified  in
Section 2.2(a) of the Custodial Agreement.

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

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

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


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            "Deeded  Club Loan" shall mean a Timeshare  Loan  originated  by the
Club Originator and evidenced by a Mortgage Note and secured by a first Mortgage
on a fractional fee simple timeshare interest in a Unit or an undivided interest
in a Resort associated with a Unit.

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

            "Default  Level" shall mean for any Due Period,  the aggregate  Loan
Balance  (without regard to recoveries) of Timeshare Loans that became Defaulted
Timeshare Loans during such Due Period and not repurchased or substituted by the
last day of such Due Period (less the Loan Balances of Defaulted Timeshare Loans
that subsequently  became current during such Due Period which are still subject
to the Lien of the Indenture at such time) divided by the Aggregate Loan Balance
on the first day of such Due Period, expressed as a percentage.

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

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

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

            "Definitive Note" shall have the meaning specified in Section 2.2 of
the Indenture.

            "Delinquency  Level"  shall mean for any Due Period,  the sum of the
Loan Balances of Timeshare Loans (other than Defaulted Timeshare Loans) that are
61 days or more  delinquent  on the last day of such Due  Period  divided by the
Aggregate  Loan  Balance  on the first day of such Due  Period  (expressed  as a
percentage).

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

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


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            "Depository  Agreement"  shall  mean the  letter of  representations
dated as of September 21, 2006, by and among the Issuer,  the Indenture  Trustee
and the Depository.

            "Depository  Participant"  shall mean a securities broker or dealer,
bank, trust company, clearing corporation,  other financial institution or other
Person for whom from time to time a Depository  directly or  indirectly  effects
book-entry transfers and pledges securities deposited with the Depository.

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

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

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

            "Due Period" shall mean with respect to any Payment Date, the period
from the 16th day of the second preceding  calendar month to the 15th day of the
preceding  calendar month.  The initial Due Period for the Initial Payment Date,
shall be the period from and including September 16, 2006 to October 15, 2006.

            "Early  Amortization  Event" shall occur on a Determination  Date if
the average of the Default  Levels for the last three Due Periods  exceeds 0.60%
and shall  continue  until the Default  Level is equal to or less than 0.60% for
three consecutive Due Periods.

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

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

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

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


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            and  provided,  further,  that the  short-term  obligations  of such
            depository  institution  or  trust  company  shall  be  rated in the
            highest rating category by such Rating Agency;

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

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

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

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

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

            "Eligible  Timeshare  Loan" shall mean a Timeshare  Loan which meets
all of the criteria set forth in Schedule I of the Sale Agreement.

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

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


                                     - 10 -
<PAGE>

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

            "Event of Default"  shall have the meaning  specified in Section 6.1
of the Indenture.

            "Finance  Agreement"  shall mean a purchase  and  finance  agreement
between an  Obligor  and the Aruba  Originator  pursuant  to which such  Obligor
finances the purchase of Co-op Shares.

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

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

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

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

            "General Reserve Account Initial Deposit" shall mean an amount equal
to 1.00% of the Aggregate Closing Date Collateral Balance.

            "General  Reserve Account  Required  Balance" shall equal,  for each
Payment Date, the greater of (i) 1.50% of the Aggregate  Closing Date Collateral
Balance and (ii) the Target Amount;  provided,  however,  that in no event shall
the General  Reserve Account  Required  Balance equal an amount greater than the
Aggregate  Outstanding  Note Balance as of such Payment Date  regardless of what
the  Target  Amount  or the  General  Reserve  Account  Required  Balance  would
otherwise be.

            "Global Note" shall have the meaning specified in Section 2.2 of the
Indenture.

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

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


                                     - 11 -
<PAGE>

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

            "II" shall mean Interval International, Inc.

            "Indenture"  shall mean the  indenture,  dated as of  September  15,
2006,  by and among the  Issuer,  the Club  Trustee,  the  Servicer,  the Backup
Servicer and the Indenture Trustee.

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

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

            "Initial Cut-Off Date" shall mean the close of business on September
15, 2006.

            "Initial Note Balance" shall mean with respect to the Class A Notes,
the Class B Notes,  the Class C Notes,  the Class D Notes, the Class E Notes and
the  Class  F  Notes,  $51,561,000,   $21,879,000,   $22,338,000,   $24,480,000,
$11,475,000 and $7,497,000, respectively.

            "Initial  Payment  Date" shall mean the Payment  Date  occurring  in
November 2006.

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

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

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

            "Interest Accrual Period" shall mean with respect to (i) any Payment
Date other than the Initial  Payment  Date,  the period from the 16th day of the
second preceding  calendar month to the 15th day of the preceding calendar month
and (ii) the Initial  Payment  Date,  the period from and  including the Closing
Date through October 15, 2006.

            "Interest Distribution Amount" shall equal, for a Class of Notes and
on any Payment Date, the sum of (i) interest accrued during the related Interest
Accrual Period at the related Note Rate on the Outstanding  Note Balance of such
Class of Notes  immediately  prior to such Payment Date (or, if any Note Balance
Write-Down  Amounts have been applied to such Class of Notes,  the Adjusted Note
Balance of such Class of Notes) and (ii) the amount of unpaid


                                     - 12 -
<PAGE>

Interest  Distribution Amounts from prior Payment Dates for such Class of Notes,
plus, to the extent permitted by applicable law,  interest on such unpaid amount
at the related Note Rate. The Interest  Distribution  Amount shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months.

            "Issuer" shall mean BXG Receivables  Note Trust 2006-B,  a statutory
trust  formed  under the laws of the  State of  Delaware  pursuant  to the Trust
Agreement.

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

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

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

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

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

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

            "Liquidation  Proceeds" means with respect to the Liquidation of any
Foreclosure Property related to a Defaulted Timeshare Loan, the amounts actually
received  by the  Servicer  or the  Remarketing  Agent in  connection  with such
Liquidation.


                                     - 13 -
<PAGE>

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

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

            "Lockbox   Agreement"   shall  mean  the  deposit   account  control
agreement,  dated as of  September  15,  2006,  by and  among  the  Issuer,  the
Indenture Trustee and the Lockbox Bank.

            "Lockbox Bank" shall mean Bank of America, N.A.

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

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

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

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

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

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

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

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

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

            "Note  Balance  Write-Down  Amount"  shall mean with  respect to any
Payment Date, an amount equal to the excess,  if any, of the aggregate  Adjusted
Note Balance of all Classes  (immediately  after the  distribution  of Available
Funds) over the sum of (i) the Aggregate


                                     - 14 -
<PAGE>

Loan  Balance as of the end of the Due Period  related to such  Payment Date and
(ii)  amounts on deposit  in the  General  Reserve  Account  and the  Prefunding
Account, if any.

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

            "Note  Purchase  Agreement"  shall mean that certain  note  purchase
agreement  dated  September  13,  2006,  between the Initial  Purchaser  and the
Issuer.

            "Note Rate" shall mean with respect to the Class A Notes,  the Class
B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F
Notes, 5.605%, 5.704%, 5.952%, 6.468%, 7.210% and 9.377%, respectively.

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

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

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

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

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

            "Offering  Circular" shall mean that certain  Confidential  Offering
Circular,  dated  September  13, 2006  related to the Notes and the  Transaction
Documents.

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

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

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

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


                                     - 15 -
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                     - 16 -
<PAGE>

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

            "Owner  Trustee  Corporate  Trust  Office"  shall mean Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

            "Owner  Trustee Fee" shall mean an annual fee equal (A) prior to the
Owner Trustee becoming successor Administrator, $6,000.00 and (B) upon the Owner
Trustee becoming successor Administrator,  $5,000.00, which fee shall be due and
payable on the first Payment Date of each year during the term hereof  occurring
after the Issuer's receipt of an invoice therefor.

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

            "Payment  Date"  shall mean the 2nd day of each  month,  or, if such
date is not a Business Day, then the next succeeding Business Day, commencing on
the Initial Payment Date.

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

            "Percentage Interest" for a Class of Notes shall mean the following:

            (i)   initially, for the Class A Notes, the Class B Notes, the Class
                  C Notes,  the Class D Notes, the Class E Notes and the Class F
                  Notes,  33.70%,  14.30%,  14.60%,  16.00%,  7.50%  and  4.90%,
                  respectively;

            (ii)  if an Early Amortization Event has occurred and is continuing,
                  for each Class of Notes,  the then Outstanding Note Balance of
                  such Class  divided  by the then  Aggregate  Outstanding  Note
                  Balance,   expressed  as  a   percentage,   until  such  Early
                  Amortization  Event is  cured,  at which  time the  Percentage
                  Interest  for  each  Class  of  Notes  shall  equal  the  then
                  Outstanding Note Balance of such Class of Notes divided by the
                  then Aggregate Loan Balance, expressed as a percentage; and

            (iii) if a Trigger  Event has  occurred and is  continuing,  for the
                  most senior Class of Notes  outstanding at any time,  100% and
                  the remaining  Classes of Notes,  0%, until such Trigger Event
                  is cured,  at which time,  the  Percentage  Interest  for each
                  Class of Notes shall equal the then  Outstanding  Note Balance
                  of such  Class of Notes  divided  by the then  Aggregate  Loan
                  Balance, expressed as a percentage.


                                     - 17 -
<PAGE>

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

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

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

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

            "Prefunding Account Initial Deposit" shall equal $35,720,236.47.

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

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

            "Principal Distribution Amount" shall equal for any Payment Date and
Class of Notes, the sum of the following, without duplication:

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


                                     - 18 -
<PAGE>

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

            (iii) on the first  Payment  Date after the  Prefunding  Termination
                  Date,  the product of (a)(1) such Class'  Percentage  Interest
                  divided  by (2)  91% and (b) the  amount  deposited  into  the
                  Collection  Account from the  Prefunding  Account  pursuant to
                  Section 3.2(c) of the Indenture, if any; and

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

            "Qualified  Substitute  Timeshare  Loan" shall mean a Timeshare Loan
(i) that, when aggregated with other Qualified  Substitute Timeshare Loans being
substituted on such Transfer Date, has a Loan Balance,  after application of all
payments  of  principal  due and  received  during  or  prior  to the  month  of
substitution,  not in excess of the Loan  Balance  of the  Timeshare  Loan being
substituted on the related Transfer Date, (ii) that complies,  as of the related
Transfer Date, with each of the representations and warranties  contained in the
Sale Agreement,  the Transfer  Agreement and the Bluegreen  Purchase  Agreement,
including that such Qualified Substitute Timeshare Loan is an Eligible Timeshare
Loan;  provided  that  there will be no  seasoning  requirement  if a  Qualified
Substitute  Timeshare  Loan is an Upgrade Club Loan  replacing an Original  Club
Loan with the same  Obligor,  (iii)  that shall not cause the  weighted  average
coupon  rate  of  the  Timeshare  Loans  to  be  less  than  14.75%  after  such
substitution,  (iv) that shall not cause the weighted  average  months of age on
the Timeshare Loans to be less than 3 months after such  substitution,  (v) that
shall not cause the weighted average remaining term to maturity of the Timeshare
Loans to be equal to or greater  than 117 months,  and (vi) that does not have a
stated maturity later than October 2019.

            "Rating Agency" shall mean Moody's and S&P.

            "RCI" shall mean Resort Condominiums  International,  LLC (or one of
its wholly owned subsidiaries).

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

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

            "Record  Date" shall mean,  with  respect to any Payment  Date,  the
close of business on the last day of the related Interest Accrual Period.


                                     - 19 -
<PAGE>

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

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

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

            "Remarketing Agent" shall mean Bluegreen.

            "Remarketing   Agreement"   shall  mean  that  certain   remarketing
agreement,  dated as of September  15, 2006,  by and among,  the  Servicer,  the
Issuer,  the  Remarketing  Agent and the Indenture  Trustee,  as the same may be
amended,  modified,  or  supplemented  from time to time in accordance  with the
terms thereof.

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

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

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

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

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

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


                                     - 20 -
<PAGE>

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

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

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

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

            "Sale Agreement" shall mean that certain sale agreement, dated as of
September 15, 2006,  between the Depositor and the Issuer  pursuant to which the
Depositor sells Timeshare Loans, from time to time, to the Issuer.

            "Sampler Loan" shall mean a loan originated by Bluegreen pursuant to
the terms of a Sampler Program Agreement.

            "Sampler Converted Loan" shall mean a Timeshare Loan, the obligor of
which,  previously had a Sampler Loan and converted the same to a Timeshare Loan
pursuant to the terms of a Sampler Program Agreement.

            "Sampler  Program  Agreement"  shall mean an  agreement  pursuant to
which a purchaser  thereunder  obtains those certain  benefits set forth therein
which comprise the "Sampler Membership" and, subject to the terms and conditions
thereof,  has the  opportunity  to convert  such  Sampler  Membership  into full
ownership in the Bluegreen Vacation Club multi-site timeshare plan.

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


                                     - 21 -
<PAGE>

            1     Name of Obligor

            2     Condo Ref/Loan Number

            3     Interest Rate Per Annum

            4     Date of Origin

            5     Maturity

            6     Monthly Payment

            7     Original Loan Balance

            8     Original Term

            9     Outstanding Loan Balance

            10    First payment date

            11    Loan Term

            12    Zip Code

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

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

            "Seller" shall mean with respect to (i) the Transfer Agreement,  BXG
Timeshare I, (ii) the Bluegreen Purchase Agreement, Bluegreen and (iii) the Sale
Agreement, the Depositor.

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

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

            "Servicer  Credit  Card  Processing  Cost"  shall  have the  meaning
specified in Section 5.3(b) of the Indenture.

            "Servicer  Event of  Default"  shall have the meaning  specified  in
Section 5.4 of the Indenture.

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

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


                                     - 22 -
<PAGE>

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

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

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

            "Stated  Maturity"  shall mean the Payment Date occurring in October
2021.

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

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

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

            "Subsequent  Transfer  Notice"  shall have the meaning  specified in
Section 4.2(a) of the Indenture.

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

            "Target Amount" shall mean, for any Payment Date, an amount equal to
the product of (i) the Target Amount  Percentage and (ii) the Aggregate  Closing
Date Collateral Balance.

            "Target  Amount  Percentage"  shall mean (i) for each  Payment  Date
until and  including  the Payment  Date in April  2008,  5.00% and (ii) for each
Payment Date thereafter,  5.00% less the product of (A) 0.75% and (B) the number
of Target Amount Reduction Dates after the Payment Date in April 2008;  provided
that in no circumstances will the Target Amount Percentage be less than 1.50%.


                                     - 23 -
<PAGE>

            "Target Amount Reduction Date" shall mean a Payment Date in which no
Early Amortization Event or Trigger Event exists and is continuing.

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

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

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

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

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

            1.    with  respect to a Club Loan  (other than an Aruba Club Loan),
                  the original  Mortgage Note executed by the Obligor,  endorsed
                  either as (i) "Pay to the order of ________, without recourse,
                  representation  or warranty"  (either directly on the Mortgage
                  Note or on an allonge placed with such Mortgage  Note),  by an
                  Authorized  Officer of the  related  Seller  (such  Authorized
                  Officer's  signature  may be  computer  generated),  or (ii) a
                  chain  of  endorsement  as  follows:  "Pay  to  the  order  of
                  Bluegreen   Receivables   Finance   Corporation  XII,  without
                  recourse,  representation  or warranty",  "Pay to the order of
                  BXG   Receivables   Note  Trust  2006-B,   without   recourse,
                  representation or warranty" and "Pay to the order of U.S. Bank
                  National Association,  as Indenture Trustee, without recourse,
                  representation or warranty except as provided in the Indenture
                  dated  as of  September  15,  2006"  (either  directly  on the
                  Mortgage  Note or on an  allonge  placed  with  such  Mortgage
                  Note),  by an Authorized  Officer of the related  Seller,  the
                  Depositor and the Issuer (such Authorized  Officer's signature
                  may be computer generated),  respectively (in the case of both
                  clauses (i) and (ii) above,  together with a complete chain of
                  endorsements from the original payee to the related Seller, if
                  applicable);

            2.    with  respect to a Club Loan  (other than an Aruba Club Loan),
                  (i) an original  Mortgage with evidence that such Mortgage has
                  been recorded in the appropriate  recording  office or (ii) if
                  such Mortgage has not yet been


                                     - 24 -
<PAGE>

                  returned to the related  Seller by such  recording  office,  a
                  photocopy of the  unrecorded  Mortgage that has been delivered
                  to such recording office (with evidence that such Mortgage has
                  been  delivered  to  the  appropriate   recording  office  for
                  recording,);

            3.    with  respect to a Club Loan  (other than an Aruba Club Loan),
                  (i) original recorded  Assignments of Mortgage (which may be a
                  part of a  blanket  assignment  of more  than one Club Loan in
                  which  case,  a  copy  thereof,   with  the  original  blanket
                  Assignments  of Mortgage  held by the Custodian in the related
                  master pool header file),  showing the assignment of such Club
                  Loan from the record  mortgagee to the Indenture  Trustee,  or
                  (ii)  if such  Assignments  of  Mortgage  have  not  yet  been
                  returned by the related  recording  office, a photocopy of the
                  unrecorded Assignments of Mortgage that have been delivered to
                  such  recording  office  (which  may  be a part  of a  blanket
                  assignment of more than one Club Loan), showing the assignment
                  of such Club Loan from the record  mortgagee to the  Indenture
                  Trustee (with evidence (a copy of (A) the Federal  Express (or
                  similar service) receipt and (B) the check made payable to the
                  applicable  recording office,  being sufficient evidence) that
                  such  Assignments  of  Mortgage  have  been  delivered  to the
                  appropriate  recording office for recording),  or (iii) if the
                  related  Mortgage  has not yet  been  returned  such  that the
                  related  Assignments  of  Mortgage  can not yet be filed,  (A)
                  evidence  that that such  Mortgage  has been  delivered to the
                  appropriate  recording office for recordation (the evidence in
                  paragraph 2 above being  sufficient)  and (B)  Assignments  of
                  Mortgage in recordable form (other than the Mortgage recording
                  information)  duly  executed by the last record  holder of the
                  Mortgage  showing  the  assignment  of such Club Loan from the
                  record  mortgagee the Indenture  Trustee;  provided,  however,
                  that with respect to clauses (ii) and (iii) of this  paragraph
                  3,  photocopies  held by the Custodian in the related investor
                  file shall be sufficient.

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

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

            6.    with  respect to a Club Loan  (other than an Aruba Club Loan),
                  either (i) a final original  lender's title  insurance  policy
                  showing  no   exceptions   to   coverage  or  (ii)  a  binding
                  unconditional  commitment  to issue a title  insurance  policy
                  showing no exceptions to coverage (which may be a


                                     - 25 -
<PAGE>

                  blanket commitment, the original blanket commitment to be held
                  by the Custodian in the related  master pool header file),  in
                  all  cases   referencing  such  Timeshare  Loan  and  insuring
                  Bluegreen Corporation and its successors and/or assigns;

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

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

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

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

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

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

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

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

            "Timeshare  Program  Consumer  Documents" shall mean, as applicable,
the Owner Beneficiary  Agreement,  Finance Agreement,  Mortgage Note,  Mortgage,
rescission  right notices,  public  offering  statements and other documents and
disclosures  used or to be used by an Originator in connection  with the sale of
Timeshare Properties.


                                     - 26 -
<PAGE>

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

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

            "Timeshare  Property"  shall mean (i) with  respect to a Deeded Club
Loan, a  fractional  fee simple  timeshare  interest in a Unit in a Resort or an
undivided  interest in a Resort  associated  with a Unit (which  pursuant to the
Timeshare Program Consumer Documents entitles the related Obligor to the use and
occupancy  of a Unit at such Resort for a specified  period of time each year or
every other year in  perpetuity)  and (ii) with respect to an Aruba Loan,  Co-op
Shares in the related  Association at La Cabana Resort,  which entitle the owner
thereof the right to use and occupy a fixed Unit at La Cabana Resort for a fixed
period of time.

            "Transaction  Documents"  shall mean the  Indenture,  the  Bluegreen
Purchase  Agreement,  the Transfer  Agreement,  the Sale Agreement,  the Lockbox
Agreement,  the Backup Servicing Agreement,  the Administration  Agreement,  the
Remarketing Agreement,  the Custodial Agreement, the Note Purchase Agreement and
all other  agreements,  documents or instruments  (other than the Timeshare Loan
Documents) delivered in connection with the transactions contemplated thereby.

            "Transfer Agreement" shall mean the transfer agreement,  dated as of
September  15, 2006, by and among  Bluegreen,  the Depositor and BXG Timeshare I
pursuant to which certain Initial Timeshare Loans are sold to the Depositor.

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

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

            "Trigger  Event"  shall occur on any  Determination  Date if (a) the
average of the Delinquency  Levels for the last three Due Periods is equal to or
greater  than 6%, (b) the average of the  Default  Levels for the last three Due
Periods  exceeds 1.40% and shall continue until the Default Level is equal to or
less than  1.40% for three  consecutive  Due  Periods  or (c) the  Servicer  (if
Bluegreen) fails to have at least $75,000,000 in financing facilities in place.


                                     - 27 -
<PAGE>

            "Trust" shall mean the Issuer.

            "Trust Accounts" shall mean collectively,  the Lockbox Account,  the
Collection Account,  the General Reserve Account,  the Prefunding  Account,  the
Credit Card Account and the Capitalized Interest Account.

            "Trust Agreement" shall mean the trust agreement, dated September 8,
2006, by and among the Depositor, the Trust Owner and the Owner Trustee.

            "Trust  Certificate"  shall mean the  certificate  issued  under the
Trust Agreement, which represents the legal ownership of the Trust and shall not
represent any economic interest in the Trust formed thereunder.

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

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

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

            "Trust Owner Fee" shall mean an annual fee equal to $3,500.00, which
fee shall be due and payable on the first  Payment  Date of each year during the
term hereof occurring after the Issuer's receipt of an invoice therefor.

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

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

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

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

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


                                     - 28 -
<PAGE>

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


                                     - 29 -