Exhibit 10.214

                                                                  Execution Copy

                             NOTE FUNDING AGREEMENT

                             Dated as of May 1, 2006

                                      among

                              BXG TIMESHARE TRUST I
                                   as Issuer,

                              BLUEGREEN CORPORATION
                             as Seller and Servicer,

                    BLUEGREEN TIMESHARE FINANCE CORPORATION I
                                  as Depositor,

                         THE PURCHASERS PARTIES HERETO,
                                       and

                        BRANCH BANKING AND TRUST COMPANY,
                                    as Agent

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

                                   Relating to
                              BXG TIMESHARE TRUST I
                    Timeshare Loan-Backed VFN Notes, Series I

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

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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

SECTION II.    AMOUNT AND TERMS OF COMMITMENTS................................ 1
    Section 2.1.   Purchases.................................................. 2
    Section 2.2.   Reductions, Increases and Extensions of Commitments........ 3
    Section 2.3.   Fees, Expenses, Payments, Etc.............................. 4
    Section 2.4.   Indemnification............................................ 5
    Section 2.5.   Funding Termination Event.................................. 7
    Section 2.6.   Notification of Note Rate.................................. 7

SECTION III.   CONDITIONS PRECEDENT........................................... 8
    Section 3.1.   Condition to Initial Funding............................... 8
    Section 3.2.   Condition to Borrowings................................... 10
    Section 3.3.   Transfers Pursuant to Section 2.2(e)...................... 11

SECTION IV.    REPRESENTATIONS AND WARRANTIES................................ 11
    Section 4.1.   Representations and Warranties of Bluegreen............... 11
    Section 4.2.   Representations and Warranties of the Issuer.............. 14
    Section 4.3.   Representations and Warranties of the Depositor........... 16

SECTION V.     COVENANTS..................................................... 18
    Section 5.1.   Covenants................................................. 18

SECTION VI.    INCREASED COSTS, INCREASED CAPITAL, ETC....................... 23
    Section 6.1.   Increased Costs........................................... 23
    Section 6.2.   Increased Capital......................................... 24
    Section 6.3.   Taxes..................................................... 24
    Section 6.4.   Nonrecourse Obligations; Limited Recourse................. 26
    Section 6.5.   Breakage.................................................. 26

SECTION VII.   THE AGENT..................................................... 26
    Section 7.1.   Appointment............................................... 26
    Section 7.2.   Delegation of Duties...................................... 27
    Section 7.3.   Exculpatory Provisions.................................... 27
    Section 7.4.   Reliance by Agent......................................... 27
    Section 7.5.   Notices................................................... 28
    Section 7.6.   Non-Reliance on Agent and Other Purchasers................ 28
    Section 7.7.   Indemnification........................................... 28
    Section 7.8.   Agent in Its Individual Capacities........................ 29
    Section 7.9.   Successor Agent........................................... 29
    Section 7.10.  Communications............................................ 29
    Section 7.11.  Control by Purchasers..................................... 29


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<PAGE>

SECTION VIII.  SECURITIES LAWS; TRANSFERS.................................... 30
    Section 8.1.   Transfers of Notes........................................ 30
    Section 8.2.   Register of Purchasers.................................... 33

SECTION IX.    MISCELLANEOUS................................................. 34
    Section 9.1.   Amendments and Waivers.................................... 34
    Section 9.2.   Notices................................................... 34
    Section 9.3.   No Waiver; Cumulative Remedies............................ 35
    Section 9.4.   Successors and Assigns.................................... 36
    Section 9.5.   Counterparts.............................................. 36
    Section 9.6.   Severability.............................................. 36
    Section 9.7.   Integration............................................... 36
    Section 9.8.   Governing Law............................................. 36
    Section 9.9.   Termination............................................... 36
    Section 9.10.  Limited Recourse; No Proceedings.......................... 36
    Section 9.11.  Survival of Representations and Warranties................ 37
    Section 9.12.  Submission to Jurisdiction; Waivers....................... 37
    Section 9.13.  WAIVERS OF JURY TRIAL..................................... 38
    Section 9.14.  Limitation of Liability of Owner Trustee.................. 38
    Section 9.15.  [RESERVED]................................................ 38
    Section 9.16.  Hedging Requirements...................................... 39
    Section 9.17.  No Bankruptcy Petition Against the Structured Purchaser... 39
    Section 9.18.  Limited Recourse Against the Structured Purchaser......... 39

                                LIST OF EXHIBITS

EXHIBIT A             Form of Investment Letter
EXHIBIT B             Form of Joinder Supplement
EXHIBIT C             Form of Transfer Supplement
EXHIBIT D             Form of Borrowing Notice
EXHIBIT E             Conditions Precedent to Initial Funding Date

Schedule A            Subsidiaries and Divisions
Schedule B            Tradenames
Schedule C            Material Transactions
Schedule 4.1(k)       Tax Schedule


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<PAGE>

            This NOTE FUNDING AGREEMENT (this  "Agreement"),  dated as of May 1,
2006,  by and among BXG  TIMESHARE  TRUST I, a  Delaware  statutory  trust  (the
"Issuer"),  BLUEGREEN CORPORATION,  a Massachusetts  corporation  ("Bluegreen"),
BLUEGREEN  TIMESHARE  FINANCE   CORPORATION  I,  a  Delaware   corporation  (the
"Depositor"), the PURCHASERS from time to time parties hereto (collectively, the
"Purchasers")  and BRANCH BANKING AND TRUST COMPANY  ("BB&T"),  a North Carolina
corporation,  as agent for the Purchasers  (together with its successors in such
capacity, the "Agent").

                              W I T N E S S E T H:

            WHEREAS, the Issuer, Bluegreen and U.S. Bank National Association, a
national banking association, as Indenture Trustee (together with its successors
in such capacity, the "Indenture Trustee"),  are parties to a certain Indenture,
dated  as of May 1,  2006  (as the same  may  from  time to time be  amended  or
otherwise  modified,  the "Indenture"),  pursuant to which the Issuer has issued
its Timeshare  Loan-Backed  VFN Notes,  Series I, Class A (the "Class A Notes"),
Timeshare  Loan-Backed  VFN  Notes,  Series I,  Class B (the  "Class B  Notes"),
Timeshare  Loan-Backed  VFN  Notes,  Series I,  Class C (the  "Class C  Notes"),
Timeshare  Loan-Backed  VFN  Notes,  Series I,  Class D (the  "Class D  Notes"),
Timeshare  Loan-Backed  VFN Notes,  Series I, Class E (the "Class E Notes",  and
together  with the Class A Notes,  the Class B Notes,  the Class C Notes and the
Class D Notes, the "Notes");

            WHEREAS,  the  Issuer  may,  from  time to time,  subject  to and in
accordance  with  the  terms  of  the  Indenture  and  this  Agreement,  request
Borrowings, such Borrowings to be evidenced by the Notes; and

            WHEREAS, the Purchasers desire to appoint BB&T as Agent hereunder on
and in accordance with the terms provided herein.

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

                             SECTION I. DEFINITIONS

            Section  1.1.  Definitions.  Capitalized  terms used but not defined
herein shall have the meanings set forth in the "Standard  Definitions" attached
hereto as Annex A.

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

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

<PAGE>

                   SECTION II. AMOUNT AND TERMS OF COMMITMENTS

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

                  (b) On and  subject  to  the  terms  and  conditions  of  this
Agreement from the Closing Date and prior to the Facility Termination Date, each
Committed Purchaser  severally,  agrees to advance its Commitment  Percentage of
each Borrowing requested;  provided that in no event shall a Committed Purchaser
be required on any date to make an advance  exceeding  its  aggregate  Available
Commitment,  (determined  prior to  giving  effect to such  advance);  provided,
further that in no event shall  Borrowings occur more frequently than once every
calendar month unless otherwise approved by the Agent.

                  (c)  Such  advance  shall  be made  available  to the  Issuer,
subject to the  satisfaction of the conditions  specified in Section 3.2 hereof,
at or prior to 2:00 p.m.  New York City time on the  applicable  Funding Date by
deposit of immediately available funds to an account designated by the Issuer to
the  Agent;  provided,  however,  that the  Structured  Purchaser  may  initiate
transfer  of its  advance  at or prior to 3:00  p.m.  New York  City time on the
applicable Funding Date.

                  (d) Each  Borrowing  on the  applicable  Funding Date shall be
made on prior  notice  from the Issuer  received by the Agent  (such  notice,  a
"Borrowing  Notice")  not later than 10:00 a.m. New York City time on the second
Business  Day  preceding  such  Funding  Date.  Each  Borrowing  Notice shall be
irrevocable  and shall specify (i) the aggregate  amount of the  Borrowing,  and
(ii) the applicable Funding Date (which shall be a Business Day) and shall be in
substantially  in the form attached hereto as Exhibit D. Borrowings may occur on
any Business Day, excluding the following (each, a "Blackout  Period"):  (a) the
last 3 Business Days of any month other than November and December, (b) the 15th
(or if the 15th is not a Business Day, the next succeeding  Business Day) of any
month,  (c) the last 5  Business  Days of  November  and (d) the last 15 days of
December.  The Agent shall promptly  forward a copy of all Borrowing  Notices to
each Purchaser no later than Noon on the same day received.

                        Notwithstanding  the language above that  Borrowings may
not occur  during a Blackout  Period,  upon five  Business  Day's prior  written
notice from the Issuer, the Agent agrees to enter into a pre-funding arrangement
with  the  Structured   Purchaser  for  the  issuance  of  commercial  paper  in
anticipation of a Blackout Period.  If, pursuant to such  pre-funding  agreement
with the Structured Purchaser,  an advance is scheduled to be made to the Issuer
during the  Blackout  Period (the  "Blackout  Funding  Date"),  then a Borrowing
Notice will be sent to all other Purchasers who are not Structured Purchasers in
accordance  with the  procedures  above and such  Borrowing  shall occur on such
Blackout Funding Date.

                  (e)  Pursuant to the  Indenture,  the Issuer  shall issue five
Classes of Notes - the Class A Notes,  the Class B Notes, the Class C Notes, the
Class D Notes and the Class E Notes.  Each  Borrowing  shall be  evidenced  by a
corresponding increase in the Outstanding Note Balance of each Class of Notes. A
Class of Notes will have its Outstanding Note Balance  increased on each Funding
Date by an amount equal to (1) the product of (A) the


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<PAGE>

amount of such Borrowing and (B) such Class' Percentage Interest, divided by (2)
the Borrowing Base Percentage.

                  (f)  Payments  on the Notes  shall be made as  provided in the
Indenture and the Agent shall allocate to the Purchasers each payment in respect
of the Notes received by the Agent in its capacity as nominee of the Purchasers.

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

                  (h) The aggregate  minimum advance for a Funding Date shall be
$10,000,000;  provided,  however, that if the Available Commitment shall be less
than  $10,000,000,  the  minimum  advance  shall be  $5,000,000;  and  provided,
further,  that the aggregate  minimum advance for the Initial Funding Date shall
be $15,000,000.

            Section 2.2.  Reductions,  Increases and Extensions of  Commitments.
(a) At any time the Issuer may, acting at the direction of the Residual Interest
Owner,  upon at least three  Business  Days' prior written  notice to the Agent,
terminate  the  Commitments  or  reduce  the  aggregate  Commitments;  provided,
however, such Commitments may not be reduced to an amount less than $50,000,000;
provided,  further,  that any such  reduction  shall not  entitle  the Issuer to
prepay the balance of the Notes other than through  Available  Funds.  Each such
partial  reduction  shall be in an aggregate  amount of  $5,000,000  or integral
multiples of $1,000,000 in excess thereof (or such other amount requested by the
Issuer to which the Committed Purchasers  consent).  Reductions of the aggregate
Commitments pursuant to this subsection 2.2(a) shall be allocated pro rata among
the  Committed   Purchasers  in  accordance  with  each  Committed   Purchaser's
Commitment  Percentage.  At any  time,  the Agent  may upon the  request  of the
Residual  Interest Owner and the consent of all the Committed  Purchasers (which
consent may be withheld in their sole  discretion),  increase the Commitments of
the Committed Purchasers.

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

                  (c) On the date hereof, the Structured  Purchaser has executed
a Joinder  Supplement  (as defined  below) and on the date hereof is a Committed
Purchaser hereunder. Subject to the provisions of subsections 8.1(a) and 8.1(b),
any other  Person  may from time to time with the  consent  of the Agent and the
Issuer become a party to this  Agreement as a Purchaser by (i) delivering to the
Issuer an Investment Letter and (ii) entering into an agreement substantially in
the form attached hereto as Exhibit B hereto (a "Joinder Supplement"),  with the
Agent and the Issuer,  acknowledged by the Servicer, which shall specify (A) the
name and  address of such Person for  purposes  of Section  9.2 hereof,  (B) its
Commitment,  if any, and (C) the other information  provided for in such form of
Joinder Supplement.  Upon its receipt of a duly executed Joinder Supplement, the
Agent shall on the effective  date  determined  pursuant  thereto give notice of
such effectiveness to the Issuer, the Servicer and the Indenture Trustee.


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<PAGE>

                  (d) A Joinder  Supplement  may provide for a reduction  in the
Commitment of a Committed  Purchaser if, in accordance  with the terms  thereof,
proper  notice is delivered to the Agent,  the Issuer and the  Servicer.  At any
time such notice is received from a Committed Purchaser,  the Commitment of such
Committed Purchaser shall be reduced as provided for therein.

                  (e) So  long  as no  Event  of  Default  has  occurred  and is
continuing  (unless  otherwise agreed by the Agent), no more than 75 and no less
than 45 days prior to the  Commitment  Expiration  Date, the Issuer may request,
through the Agent, that each Purchaser extend the Commitment  Expiration Date to
a date  which is up to 364 days  after the  Commitment  Expiration  Date then in
effect,  which decision will be made by each  Purchaser in its sole  discretion.
Upon receipt of any such request, the Agent shall promptly notify each Purchaser
thereof.  Within 10 Business Days of notice from the Agent, each Purchaser shall
notify the Agent of its  willingness  or  refusal  to so extend  the  Commitment
Expiration Date (the "Extension  Notice  Deadline").  The Agent shall notify the
Issuer of such  willingness  or refusal by the  Purchasers  within five Business
Days of the Extension  Notice Deadline.  If any Purchaser  notifies the Agent of
its refusal to extend or does not expressly  notify the Agent that it is willing
to extend the  Commitment  Expiration  Date by the applicable  Extension  Notice
Deadline (each a  "Non-Extending  Purchaser"),  the Commitment  Expiration  Date
shall not be so extended.

                  (f)  Subject  to  the  extensions,  increases  and  reductions
described above, on the date hereof,  the aggregate  Commitments and the Maximum
Facility Balance shall each be $137,500,000.

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

                  (b)  Bluegreen  further  agrees to pay on the  earlier  of the
Initial  Funding  Date  and June  15,  2006,  to the  Agent  and the  Structured
Purchaser all reasonable  costs and expenses in connection with the preparation,
execution, delivery, administration (including any requested amendments, waivers
or consents of any of the Transaction  Documents or the Liquidity  Agreement) of
this Agreement,  the Transaction Documents and the Liquidity Agreement,  and the
other documents to be delivered hereunder or in connection  herewith,  including
the  reasonable  fees (for the Agent's  counsel,  estimated to be  approximately
$150,000) and out-of-pocket expenses of counsel for the Agent and the Structured
Purchaser with respect thereto.

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


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<PAGE>

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

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

                  (f) All payments to be made  hereunder or under the Indenture,
whether on account of  principal,  interest,  fees or  otherwise,  shall be made
without  setoff or  counterclaim  and shall be made prior to 1:00 p.m.  New York
City time on the due date thereof to the Agent's account specified in subsection
9.2(b) hereof or directly to the Purchasers'  accounts if the Agent so instructs
the  Indenture  Trustee.  Payments  received  after 1:00 p.m. New York City time
shall be deemed to have been made on the next  Business  Day. In any event,  the
Agent  shall  forward  or  instruct  the  Indenture  Trustee  to  forward to the
Purchasers  their respective  portion of such payments in immediately  available
funds  for  receipt  no later  than  3:00  p.m.  New York  City time on the date
received.  Notwithstanding  anything herein to the contrary,  if any payment due
hereunder  becomes  due and  payable  on a day other than a  Business  Day,  the
payment date thereof shall be extended to the next  succeeding  Business Day and
in the case of principal,  interest shall accrue thereon at the applicable  rate
during  such  extension.  To the  extent  that (i) the  Indenture  Trustee,  the
Depositor,  the Seller,  the Issuer or the Servicer makes a payment to the Agent
or a Purchaser  or (ii) the Agent or a  Purchaser  receives or is deemed to have
received any payment or proceeds for application to an obligation, which payment
or proceeds or any part  thereof are  subsequently  invalidated,  declared to be
fraudulent  or  preferential,  set aside or required to be repaid to a Indenture
Trustee,  receiver or any other party under any  bankruptcy or  insolvency  law,
state or Federal law,  common law, or for equitable  cause,  then, to the extent
such payment or proceeds are set aside,  the obligation or part thereof intended
to be satisfied  shall be revived and  continue in full force and effect,  as if
such payment or proceeds had not been  received or deemed  received by the Agent
or the Purchasers, as the case may be.

            Section  2.4.  Indemnification.  (a)  Bluegreen  (the  "Indemnitor")
agrees to  indemnify  and hold  harmless  the Agent and each  Purchaser  and any
shareholders,  members,  directors,  officers,  employees,  agents or Affiliates
thereof,  of the Agent or Purchasers  (each such Person being  referred to as an
"Indemnitee") from and against any and all claims, damages, losses, liabilities,
costs or expenses  whatsoever  (including  reasonable fees and expenses of legal
counsel) which such  Indemnitee may incur (or which may be claimed  against such
Indemnitee) arising out of, by reason of or in connection with the execution and
delivery  of, or  payment or other  performance  under,  or the  failure to make
payments or perform under, any Transaction Document or the issuance of the Notes
(including in connection with the preparation for defense of any  investigation,
litigation or proceeding  arising out of, related to or in connection  with such
execution, delivery, payment, performance or issuance), except (i) to the extent
that any such claim, damage, loss, liability, cost or expense shall be caused by
the willful misconduct, bad faith,


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<PAGE>

recklessness or gross negligence of, or breach of any representation or warranty
in any Transaction Document by, any Indemnitee, (ii) to the extent that any such
claim,  damage,  loss,  liability,  cost or expense is covered or  addressed  by
subsection  2.3(c)  or (d)  hereof,  (iii) to the  extent  that any such  claim,
damage, loss, liability, cost or expense relates to disclosure made by the Agent
or a Purchaser in connection  with an Assignment  or  Participation  pursuant to
Section 8.1 hereof which  disclosure  is not based on  information  given to the
Agent or such Purchaser by or on behalf of Bluegreen,  or any affiliate  thereof
or by or on behalf of the  Indenture  Trustee  or (iv) to the  extent  that such
claim, damage, loss,  liability,  cost or expense shall be caused by any default
in payment of any  Timeshare  Loan.  The foregoing  indemnity  shall include any
claims,  damages,  losses,  liabilities,  costs or  expenses  to which  any such
Indemnitee may become subject under the Securities Act, the Securities  Exchange
Act of 1934, as amended,  the  Investment  Company Act of 1940,  as amended,  or
other federal or state law or regulation arising out of or based upon any untrue
statement  or alleged  untrue  statement  of a material  fact in any  disclosure
document relating to the Notes or any amendments thereof or supplements thereto,
in any case,  provided or approved by the Issuer (other than statements provided
by the Indemnitee  expressly for inclusion  therein) or arising out of, or based
upon, the omission or the alleged omission to state a material fact necessary to
make the statements therein or any amendment thereof or supplement  thereto,  in
light of the  circumstances in which they were made, not misleading  (other than
with respect to statements  provided by the  Indemnitee  expressly for inclusion
therein).

                  (b) Promptly after the receipt by an Indemnitee of a notice of
the  commencement  of any action against an  Indemnitee,  such  Indemnitee  will
notify the Agent and the Agent will, if a claim in respect thereof is to be made
against  an  Indemnitor  pursuant  to  subsection  2.4(a)  hereof,  notify  such
Indemnitor in writing of the commencement thereof; but the omission so to notify
such party will not relieve such party from any  liability  which it may have to
such  Indemnitee  pursuant to the preceding  paragraph  except to the extent the
Indemnitor is prejudiced by such failure.  If any such action is brought against
an Indemnitee and it notifies an Indemnitor of its commencement, such Indemnitor
will be  entitled  to  participate  in and,  to the extent  that it so elects by
delivering  written notice to the Indemnitee  promptly after receiving notice of
the  commencement of the action from the Indemnitee to assume the defense of any
such action, with a single counsel mutually  satisfactory to such Indemnitor and
each affected Indemnitee.  After receipt of such notice by an Indemnitor from an
Indemnitee,  such Indemnitor will not be liable to such Indemnitee for any legal
or other expenses  except as provided below and except for the reasonable  costs
of  investigation  incurred by the Indemnitee in connection  with the defense of
such action.  Each  Indemnitee  will have the right to employ its own counsel in
any such action,  but the fees,  expenses and other charges of such counsel will
be at the  expense  of the such  Indemnitee  unless (i) the  employment  of such
counsel by such  Indemnitee has been  authorized in writing by such  Indemnitor,
(ii) such Indemnitor shall have failed to assume the defense and employ counsel,
(iii)  the  named  parties  to any such  action  or  proceeding  (including  any
impleaded  parties)  include both such  Indemnitee  and either an  Indemnitor or
another  person  or  entity  that may be  entitled  to  indemnification  from an
Indemnitor  (by virtue of this  Section 2.4 or  otherwise)  and such  Indemnitee
shall have been advised by counsel that there may be one or more legal  defenses
available to such  Indemnitee  which are  different  from or additional to those
available  to an  Indemnitor  or  such  other  party  or  shall  otherwise  have
reasonably determined that the co-representation would present such counsel with
a conflict of interest (in which case the Indemnitor  will not have the right to
direct the defense of such action on behalf of the Indemnitee). In any such case
described in clauses (i) through (iii) of the


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<PAGE>

preceding  sentence,  the reasonable  fees,  disbursements  and other charges of
counsel will be at the expense of the Indemnitor; it being understood that in no
event  shall the  Indemnitors  be liable for the fees,  disbursements  and other
charges of more than one counsel  (in  addition  to any local  counsel)  for all
Indemnitees in connection with any one action or separate but similar or related
actions  arising  out of the  same  general  allegations  or  circumstances.  An
Indemnitor  shall not be liable for any  settlement of any such action,  suit or
proceeding effected without its written consent, which shall not be unreasonably
withheld,  but if settled with the written  consent of an Indemnitor or if there
shall  be a final  judgment  for  the  plaintiff  in any  such  action,  suit or
proceeding, such Indemnitor agrees to indemnify and hold harmless any Indemnitee
to the extent set forth in this  Agreement  from and  against  any loss,  claim,
damage,  liability  or  reasonable  expense  by  reason  of such  settlement  or
judgment.  No  Indemnitor  shall,  without  the  prior  written  consent  of  an
Indemnitee (not to be unreasonably withheld), settle or compromise or consent to
the entry of any judgment in any pending or threatened  claim,  action,  suit or
proceeding in respect of which indemnification may be sought hereunder,  if such
settlement,  compromise  or consent  includes an  admission  of  culpability  or
wrong-doing on the part of such Indemnitee or the entry or an order,  injunction
or other equitable or nonmonetary  relief (including any administrative or other
sanctions or  disqualifications)  against such Indemnitee or if such settlement,
compromise  or  consent  does  not  include  an  unconditional  release  of such
Indemnitee  from  all  liability  arising  out of such  claim,  action,  suit or
proceeding.

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

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

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


                                      -7-
<PAGE>

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

                        SECTION III. CONDITIONS PRECEDENT

            Section  3.1.   Conditions  to  Closing.   The  following  shall  be
conditions precedent to the Closing Date:

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

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

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

                  (d) No Funding  Termination Event, Event of Default,  Servicer
Event of Default under any Transaction Document or event that with the giving of
notice or lapse of time or both would  constitute such an amortization  event or
other termination event shall have occurred and be continuing.

                  (e)  The  Agent  shall  have  received  (and,  to  the  extent
requested, made available to each Purchaser):

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


                                      -8-
<PAGE>

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

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

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

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

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

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

                        (viii) A favorable  opinion  of  counsel  to  Bluegreen,
dated the Initial Funding Date, in form and substance satisfactory to the Agent,
such opinion to permit reliance by the Purchasers;

                        (ix) A favorable  opinion of counsel to Vacation  Trust,
Inc., dated the Initial Funding Date, in form and substance  satisfactory to the
Agent related to corporate,  regulatory and insolvency matters,  such opinion to
permit reliance by the Purchasers;

                        (x) A favorable written opinion of counsel  to the Owner
Trustee and special  Delaware  counsel to the Issuer,  dated the Initial Funding
Date, in form and substance  satisfactory  to the Agent,  such opinion to permit
reliance by the Purchasers;

                        (xi) A favorable  written  opinion  of  counsel  to  the
Issuer,  dated the Initial  Funding Date, in form and substance  satisfactory to
the Agent, such opinion to permit reliance by the Purchasers;

                        (xii) A favorable written opinion of internal counsel
for the Indenture Trustee and the Custodian each dated the Initial Funding Date,
as to general  corporate  matters  and such other  matters  with  respect to the
Indenture  Trustee  and  Custodian  as the Agent may  reasonably  request,  such
opinion to permit reliance by the Purchasers,


                                      -9-
<PAGE>

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

                        (xiv) A favorable  written opinion of local counsels for
the  Seller,  dated as of the  Initial  Funding  Date  regarding  certain  state
timeshare and real estate legal matters related to each Initial Approved Opinion
Resort and the related  Timeshare  Loans, in form and substance  satisfactory to
the Agent  regarding  local law matters,  such opinion to permit reliance by the
Purchasers;

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

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

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

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

            Section  3.2.  Condition  to  Borrowings.  The  following  shall  be
conditions  precedent to any funding by a Purchaser on each Funding Date (unless
otherwise indicated) (which conditions must be satisfied no later than 2:00 p.m.
New York City time on the Business Day immediately preceding such Funding Date):

                  (a) The Issuer shall have timely  delivered a Borrowing Notice
pursuant to subsection 2.1(d) hereof;

                  (b) The  representations  and  warranties  of  Bluegreen,  the
Issuer and the  Depositor  set forth or referred to in Section  4.1, 4.2 and 4.3
hereof  shall be true and correct in all  material  respects on the date of such
Borrowing  as  though  made  on  and  as  of  such  date   (except   where  such
representation  or warranty  specifically  relates to any earlier date, in which
case such  representation  and warranty  shall have been true and correct in all
material  respects  as of such  earlier  date);  no event  which is, or upon the
giving  of  notice,  the lapse of time or both  would be, a Funding  Termination
Event shall have occurred and be continuing on such date;

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

                  (d) All conditions  specified in the Indenture with respect to
such Borrowing shall have been satisfied;


                                      -10-
<PAGE>

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

                  (f) With respect to the initial  Funding Date, the Agent shall
have received (and, to the extent  requested,  made available to each Purchaser)
delivery of such  documents,  opinions  and  certificates  as are  specified  on
Exhibit E hereto;

                  (g) Unless  previously  received on a Funding Date,  the Agent
shall have received a favorable written opinion on timeshare and real estate law
matters for the  Timeshare  Loans to be included on such Funding Date related to
the Resort for which Bluegreen is seeking to have Agent approve as an Additional
Approved Opinion Resort, such opinion to permit reliance by the Purchasers; and

                  (h)  With  respect  to  Borrowings  funded  by the  Structured
Purchaser,  (i) the Liquidity Agreement with respect to the Structured Purchaser
shall be in full force and  effect,  (ii) the  Structured  Purchaser  shall have
sufficient  unused  liquidity  support  (after giving effect to the Borrowing to
occur on such Funding Date) pursuant to such  Liquidity  Agreement and (iii) the
Structured  Purchaser will have received funds from either the commercial  paper
market or pursuant to the Liquidity Agreement sufficient to make such Borrowing.

                   SECTION IV. REPRESENTATIONS AND WARRANTIES

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

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

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


                                      -11-
<PAGE>

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

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

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

                  (f) It has delivered to the Agent  complete and correct copies
of its  audited  financial  statements  for the  fiscal  year  ended on or about
December 31, 2005.

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

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

                  (i)  Bluegreen  repeats  and  reaffirms  to the  Agent and the
Purchasers  each of the  representations  and  warranties  of  Bluegreen  in the
Transaction  Documents to which it is a party and each other document  delivered
in connection  therewith or herewith,  and represents that such  representations
and warranties are true and correct in all material respects


                                      -12-
<PAGE>

(except  where  such  representation  or  warranty  specifically  relates to any
earlier  date,  in which case such  representation  and warranty is repeated and
affirmed as of such earlier date).

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

                  (k) All tax returns (federal,  state and local) required to be
filed with respect to Bluegreen have been filed (which filings may be made by an
Affiliate of Bluegreen on a  consolidated  basis  covering  Bluegreen  and other
Persons)  and  there  has  been  paid or  adequate  provision  made in its  GAAP
financial  statements  for the  payment  of all  taxes,  assessments  and  other
governmental  charges  in  respect of  Bluegreen  (or in the event  consolidated
returns have been filed,  with respect to the Persons  subject to such returns),
other than as on Schedule 4.1(k) hereto.

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

                  (m)  There  has not been any  material  adverse  change in the
business,  operations,  financial  condition,  properties or assets of Bluegreen
since the year ended December 31, 2005.

                  (n) The chief executive  office of Bluegreen is at the address
indicated in Section 9.2 hereof.

                  (o) The Credit Policy and the  Collection  Policy  attached as
Exhibits J and K to the Indenture, respectively (as the same may be amended from
time to time in  accordance  with  the  provisions  of the  Indenture  and  this
Agreement),  are representative of policies of Bluegreen and are consistent with
the  Servicing  Standard and, to the best  knowledge of the  Servicer,  industry
standard (it being  understood  that  Bluegreen  does not review  credit  bureau
reports or scores reported by Fair Isaacs & Company prior to loan origination).

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

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


                                      -13-
<PAGE>

                  (r) The name and address of the Lockbox  Bank,  together  with
the account  numbers of the Lockbox  Accounts at the Lockbox Bank, are specified
in the Lockbox  Agreement  (or at such other Lockbox Bank and/or with such other
Lockbox  Accounts as have been notified to the Agent).  All applicable  Obligors
will be instructed to make payment to the Lockbox Account in accordance with the
Indenture.

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

                  (t) Bluegreen and each of its Affiliates has and intends to in
the future to properly disclose and account for the transactions contemplated by
the Transaction  Documents as an on balance sheet transaction in accordance with
GAAP. Bluegreen intends to have the transactions contemplated by the Transaction
Documents  reviewed by a third party  advisor and  eventually by its auditors to
confirm the foregoing. The transaction contemplated by the Transaction Documents
is a structured financing for tax purposes.

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

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

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


                                      -14-
<PAGE>

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

                  (d) The  execution,  delivery and  performance of each of this
Agreement  and the  Transaction  Documents to which it is a party do not violate
any provision of any existing law or  regulation  applicable to it, any order or
decree  of any  court  to which  it is  subject,  the  Trust  Agreement,  or any
mortgage,  indenture,  contract or other  agreement to which it is a party or by
which it or any significant portion of its properties is bound.

                  (e) There is no litigation or administrative proceeding before
any  court,  tribunal  or  governmental  body  pending  or,  to  its  knowledge,
threatened against it, with respect to this Agreement the Transaction  Documents
to which it is a party, the transactions  contemplated  hereby or thereby or the
issuance of the Notes.

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

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

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

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


                                      -15-
<PAGE>

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

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

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

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

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

                  (d) The  execution,  delivery and  performance of each of this
Agreement  and the  Transaction  Documents to which it is a party do not violate
any provision of any existing law or  regulation  applicable to it, any order or
decree of any court to which it is  subject,  its  charter  or  By-laws,  or any
mortgage,  indenture,  contract or other  agreement to which it is a party or by
which it or any significant portion of its properties is bound.

                  (e) There is no litigation or administrative proceeding before
any  court,  tribunal  or  governmental  body  pending  or,  to  its  knowledge,
threatened against it, with respect to this Agreement, the Transaction Documents
to which it is a party, the transactions  contemplated  hereby or thereby or the
issuance of the Notes.


                                      -16-
<PAGE>

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

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

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

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

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

                  (k) The  chief  executive  office of the  Depositor  is at the
address indicated in Section 9.2 hereof.

                              SECTION V. COVENANTS

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

                  (a) it shall  perform  in all  material  respects  each of the
respective  agreements  and  indemnities  applicable  to it  and  comply  in all
material respects with each of the respective terms and provisions applicable to
it under the other Transaction Documents to which


                                      -17-
<PAGE>

it is party,  which  agreements  and  indemnities  are  hereby  incorporated  by
reference into this  Agreement as if set forth herein in full; it shall,  to the
extent  any other  party  shall fail to perform  any of its  obligations  in the
Transaction Documents,  take all reasonable action to enforce the obligations of
each of the other  parties to such  Transaction  Documents  which are  contained
therein;

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

                  (c) the  Issuer  shall  furnish  to the Agent on or before the
date such  reports are due under the  Indenture  copies of each of the  reports,
notices and certificates required by Section 7.2 of the Indenture;

                  (d) the  Issuer  shall  promptly  furnish to the Agent a copy,
addressed to the Agent,  of each opinion of counsel  delivered to the  Indenture
Trustee pursuant to Section 7.3(d) of the Indenture;

                  (e)  Bluegreen  shall not permit a  Servicer  Event of Default
under the Indenture to occur;

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

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

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

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

                  (h) the Issuer and the  Servicer  shall  furnish to the Agent,
promptly  after  the  occurrence  of any event  which is, or upon the  giving of
notice,  the lapse of time or both would be, an  Funding  Termination  Event,  a
certificate of an appropriate officer of the Issuer or


                                      -18-
<PAGE>

the Servicer,  as the case may be, setting forth the circumstances of such event
and any action taken or proposed to be taken by the Issuer or the Servicer  with
respect thereto;

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

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

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

                  (l)  Bluegreen  will not  resign as  Servicer,  unless (i) the
performance of its duties under the Indenture is no longer permissible  pursuant
to Requirements of Law and there is no reasonable  action which it could take to
make the performance of such duties  permissible under such Requirements of Law,
or (ii) at least 66-2/3% of the Purchasers shall have consented thereto;

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

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


                                      -19-
<PAGE>

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

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

                  (n) Bluegreen  shall not make, or permit any Person within its
control to make, any material  amendment,  modification or change to, or provide
any material  waiver  under,  the Indenture or the other  Transaction  Documents
without  the prior  written  consent of the Agent and in any case in  compliance
with Section 9.1 hereof;

                  (o)  Bluegreen  will comply in all material  respects with the
Credit  Policy  and the  Collection  Policy in regard  to each  Timeshare  Loan.
Bluegreen shall (i) notify the Agent ten days prior to any material amendment of
or change in the Credit  Policy or the  Collection  Policy  and (ii)  obtain the
Agent's prior written consent (which consent will not be  unreasonably  withheld
or delayed) if such amendment or change has a material and adverse affect on the
Noteholders; provided, that Bluegreen may immediately implement any changes (and
provide  notice  to the  Agent  subsequent  thereto)  as may be  required  under
applicable law from time to time upon the reasonable determination of Bluegreen;
and provided,  further,  that Bluegreen shall deliver a copy of any non-material
amendments or changes to the Collection Policy or the Credit Policy to the Agent
with the Monthly Report to be delivered subsequent to the effective date of such
amendments or changes.

                  (p) at the request of the Agent,  the Seller shall cause to be
delivered to the Agent,  within 30 days following the end of each fiscal quarter
of the Seller,  the written  report of a review  conducted as of the last day of
such  fiscal  quarter by an  independent  auditor  acceptable  to the Agent of a
random sampling of Timeshare Loans that are held by the Custodian, together with
all related Timeshare Loans Documents held by the Custodian;  provided, however,
in addition to the quarterly  reports  described  above,  each calendar year (so
long as no Event of Default has occurred),  the Agent,  in its sole  discretion,
can request one written  report to be  conducted  other than  quarterly  and the
Seller  shall cause such  written  report to be  delivered to the Agent no later
than the later of (i) thirty  days  after such  request by the Agent or (ii) the
fifth  Business Day after the  completion  of the related audit  procedures;  it
being understood, however, that if the Agent shall request more than two written
reports during a calendar year (excluding any written reports  requested  during
the occurrence of an Event of Default), the third request and all other requests
thereafter  during such calendar  year shall be at the expense of the Agent;  it
being  further  understood,  however,  that upon the  occurrence  of an Event of
Default, the Agent shall not be limited to the number of written reports that it
may  request  and the  expense  of such  written  reports  shall be borne by the
Seller.

                  (q) to the  extent it has not  previously  done so,  Bluegreen
shall instruct all applicable  Obligors to cause all Collections to be deposited
directly to the Lockbox  Account.  Bluegreen  shall hold in trust,  and deposit,
immediately, but in any event not later than two


                                      -20-
<PAGE>

Business Days of its receipt  thereof,  to the Lockbox  Account all  Collections
received from time to time by it from the related Obligors;

                  (r) Bluegreen  shall  deliver all the Timeshare  Loan Files to
the Custodian pursuant to the terms of the Custodial Agreement;

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

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

                  (u) except as otherwise permitted in the Indenture or with the
prior  written  consent  of the  Agent,  Bluegreen  will  not  extend,  amend or
otherwise modify the terms of any Timeshare Loan, or amend,  modify or waive any
term or condition of any contract related thereto;

                  (v) neither Bluegreen nor the Servicer will make any change in
its  instructions  to  Obligors  regarding  payments  to be made to the  Lockbox
Account,  unless  such  instructions  are to deposit  such  payments  to another
lockbox account approved by the Agent;

                  (w) none of the  Seller,  the  Depositor  or the  Issuer  will
change its name, identity or structure or its chief executive office,  unless at
least  30 days  prior  to the  effective  date of any such  change  such  person
delivers to the  Indenture  Trustee and the Agent UCC  financing  statements  to
continue the  perfection  of the Indenture  Trustee's  interest in the Timeshare
Loans and written authority to file the same;

                  (x) each of the  Issuer,  Bluegreen  and the  Depositor  shall
properly  disclose  and  account  for  the  transactions   contemplated  by  the
Transaction Documents as an on balance sheet transaction under and in accordance
with GAAP;

                  (y) the Depositor and the Issuer each shall,  unless the Agent
shall otherwise consent in writing:

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

                        (ii) maintain  corporate  records  and  books of account
separate from those of Bluegreen and any Affiliate (other than itself) thereof;


                                      -21-
<PAGE>

                        (iii) obtain   proper   authorization  for  all   action
requiring such authorization;

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

                        (v) continuously  maintain  its resolutions,  agreements
and other instruments underlying the transactions described in this Agreement as
part of its official records;

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

                        (vii) keep  its assets  and  liabilities  separate  from
those of all other entities other than as permitted herein;

                        (viii) not  maintain bank  accounts or other  depository
accounts to which any  Affiliate is an account party or from which any Affiliate
has the power to make withdrawals;

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

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

                        (xi) not enter into,  or  be  a party to any transaction
with any of its  Affiliates,  except as  contemplated  by this Agreement and the
other Transaction Documents;

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

                        (xiii) not  form,   or   cause   to   be   formed,   any
subsidiaries; or make or suffer to exist any loans or advances to, or extend any
credit  to,  or  make  any   investments   (by  way  of  transfer  of  property,
contributions to capital, purchase of stock or securities or evidences


                                      -22-
<PAGE>

of indebtedness (other than the Timeshare Loans), acquisition of the business or
assets,  or otherwise) in, any Affiliate or any other Person except as otherwise
permitted herein; and

                  (z) if requested by the Agent (which is expected to be no more
than once during each annual period  following the Closing Date),  Bluegreen and
the Issuer shall provide the Agent with a report,  satisfactory  to the Agent in
its sole discretion,  from an independent  review company selected by the Agent,
confirming  the accuracy of the  information in the  Transaction  Documents with
respect to the  Timeshare  Loans and the ability of the  Servicer to perform its
obligations thereunder.

              SECTION VI. INCREASED COSTS, INCREASED CAPITAL, ETC.

            Section 6.1.  Increased Costs.  Subject to the provisions of Section
6.4 hereof,  if, due to the introduction of or any change  (including any change
by  way  of  imposition  or  increase  of  reserve  requirements)  in or in  the
Interpretation  of any law or regulation  or the  imposition of any guideline or
request from any central  bank or other  Governmental  Authority  after the date
hereof,  there shall be an increase in the cost to an Affected  Party of making,
funding or maintaining any investment in the Notes or any interest therein or of
agreeing to purchase or invest in the Notes or any interest therein, as the case
may be  (other  than by  reason  of any  Interpretation  of or change in laws or
regulations relating to Taxes or Excluded Taxes), the Issuer shall, upon written
demand by such Affected Party (or, if such Affected Party is not a Purchaser, by
the Purchaser  from whom such Affected Party derives its rights) (with a copy to
the Agent),  direct the Indenture Trustee in writing to pay to the Agent for the
benefit of such Affected Party (as a third party beneficiary,  in the case of an
Affected  Party that is not also a  Purchaser  hereunder)  that  portion of such
increased  costs  incurred which such Affected  Party  reasonably  determines is
attributable  to making,  funding or maintaining  any investment in the Notes or
any  interest  therein or  agreeing  to  purchase  or invest in the Notes or any
interest therein,  as the case may be. In determining such amount, such Affected
Party may use any reasonable averaging and attribution methods,  consistent with
the averaging and attribution  methods  generally used by such Affected Party in
determining  amounts of this type.  A  certificate  as to such  increased  costs
incurred  submitted to the Issuer and the Agent,  setting forth the  calculation
thereof in reasonable detail,  shall be prima facie evidence as to the amount of
such increased  costs.  Any Affected  Party that incurs such increased  costs as
described  in this Section 6.1 (or, if such  Affected  Party is not a Purchaser,
the Purchaser  from whom such  Affected  Party derives its rights) shall use its
commercially  reasonable efforts  (consistent with its internal policy and legal
and regulatory restrictions) to take such steps as would eliminate or reduce the
amount of such increased costs; provided that no such steps shall be required to
be taken if, in the reasonable judgment of such Affected Party, such steps would
be materially disadvantageous to such Affected Party.

            Section 6.2. Increased Capital. Subject to the provisions of Section
6.4 hereof, if the introduction of or any change in or in the  Interpretation of
any law or  regulation  or the  imposition  of any guideline or request from any
central bank or other Governmental  Authority after the date hereof,  affects or
would affect the amount of capital  required or expected to be maintained by any
Affected Party after the date hereof,  and such Affected Party  determines  that
the amount of such capital is increased as a result of (i) the existence of such
Affected Party's agreement to make or maintain an investment in the Notes or any
interest  therein or (ii) the existence of any agreement by such Affected  Party
to make or maintain an investment in the


                                      -23-
<PAGE>

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

            Section 6.3. Taxes.  (a) Any and all payments and deposits  required
to be made hereunder or under the Indenture to or for the benefit of a Purchaser
shall be made,  to the  extent  allowed  by law,  free and clear of and  without
deduction for any and all present or future taxes, levies, imposts,  deductions,
charges or withholdings,  and all liabilities  with respect  thereto,  excluding
taxes,  levies,  imposts,  deductions,  charges or  withholdings  imposed on, or
measured by  reference  to, the net income of such  Purchaser,  franchise  taxes
imposed on such Purchaser,  and taxes (other than  withholding  taxes),  levies,
imposts,  deductions,  charges or  withholdings  imposed on the receipt or gross
receipts of such Purchaser by any of (i) the United States or any State thereof,
(ii) the state or foreign jurisdiction under the laws of which such Purchaser is
organized,  with which it has a present or former  connection (other than solely
by reason of this  Agreement),  or in which it is  otherwise  doing  business or
(iii) any political  subdivision thereof (all such excluded items being referred
to as "Excluded Taxes" and all such taxes, levies, imposts, deductions, charges,
withholdings  and  liabilities  other than Excluded  Taxes being  referred to as
"Taxes").  If the Indenture Trustee, as directed by the Agent, shall be required
by law to deduct any Taxes from or in respect of any sum  required to be paid or
deposited  hereunder or under any instrument  delivered  hereunder to or for the
benefit of a Purchaser  (A)  subject to Section  6.4  hereof,  such sum shall be
increased  as may be  necessary  so that after  making all  required  deductions
(including  deductions  applicable  to  additional  sums  required to be paid or
deposited  under this Section  6.3) the amount  received by such  Purchaser,  or
otherwise  deposited  hereunder or under such instrument,  shall be equal to the
sum which would have been so received or deposited had no such  deductions  been
made,  (B) the  Indenture  Trustee,  as directed  by the Agent,  shall make such
deductions and (C) the Indenture  Trustee,  as directed by the Agent,  shall pay
the full amount of such deductions to the relevant  taxation  authority or other
authority in accordance with applicable laws.


                                      -24-
<PAGE>

                  (b) Subject to the limitations set forth in subsection  6.3(d)
and  Section  6.4  hereof,  the Issuer  shall  direct the  Indenture  Trustee to
indemnify  each  Purchaser  for the full  amount of Taxes  (including  any Taxes
imposed by any  jurisdiction  on amounts payable under this Section 6.3) paid by
such  Purchaser  due  to  the  modification  of or  any  change  in  or  in  the
interpretation  or  administration  by any governmental or regulatory  agency or
body charged with the  interpretation or administration of any law or regulation
relating to Taxes  after the date  hereof  (including  penalties,  interest  and
expenses)  arising  therefrom or required to be paid with respect thereto.  Each
Purchaser  agrees to promptly  notify the Agent and the Issuer of any payment of
such  Taxes  made by it and,  if  practicable,  any  request,  demand  or notice
received in respect  thereof  prior to such  payment.  Each  Purchaser  shall be
entitled  to payment of this  indemnification  within 30 days from the date such
Purchaser  makes  written  demand  therefor  to the  Agent  and  the  Issuer.  A
certificate as to the amount of such indemnification submitted to the Issuer and
the Agent by such Purchaser setting forth in reasonable detail the basis for and
the calculation thereof, shall be prima facie evidence of the amounts so owed.

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

                  (d)  Each  Purchaser  that is  organized  under  the laws of a
jurisdiction  other than the United States or a state  thereof  hereby agrees to
complete,  execute and deliver to the Indenture  Trustee from time to time prior
to the date on which such  Purchaser  will be entitled to receive  distributions
pursuant to the Indenture or this Agreement,  Internal Revenue Service W-8ECI or
W-8BEN  (or  any  successor  form),  as  applicable,  or  such  other  forms  or
certificates as may be required under the laws of any applicable jurisdiction in
order to permit the Indenture  Trustee to make payments to, and deposit funds to
or for the account of, such Purchaser hereunder and under the Indenture and this
Agreement  without any  deduction or  withholding  for or on account of any tax.
Each  Purchaser  agrees  to  provide,  to the  extent  permitted  by  law,  like
additional  subsequent  duly executed  forms on or before the date that any such
form expires or becomes obsolete,  or upon the occurrence of any event requiring
an  amendment,  resubmission  or  change  in the  most  recent  form  previously
delivered by it and to provide such  extensions or renewals as may be reasonably
requested by the Issuer. Each Purchaser further agrees that compliance with this
subsection  6.3(d) (including by reason of Section 8.1 hereof in the case of any
assignment,  sale or other transfer of any interest in the Notes) is a condition
to the payment of any amount  otherwise due pursuant to  subsections  6.3(a) and
(b) hereof.

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

                  (f) Any  Purchaser  entitled to the payment of any  additional
amount pursuant to this Section 6.3 shall use its best efforts  (consistent with
its internal policy and legal and regulatory restrictions) to take such


                                      -25-
<PAGE>

steps as would eliminate or reduce the amount of such payment;  provided that no
such steps shall be required to be taken if, in the reasonable  judgment of such
Purchaser, such steps would be materially disadvantageous to such Purchaser.

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

            Section  6.5.  Breakage.  Subject to Section 6.4 hereof,  if for any
reason (other than a default by the  Structured  Purchaser in failing to advance
proceeds of commercial  paper  actually  raised for such  Borrowing) a Borrowing
does not take place on the  Funding  Date  specified  in a  Borrowing  Notice (a
"Defaulted  Borrowing  Date"),  the Issuer shall direct the Indenture Trustee in
writing to pay the Agent for the benefit of the Structured Purchaser,  an amount
equal to the sum of (a) all interest (at the applicable CP Rate) that would have
accrued had the Borrowing occurred hereunder on, through and including the later
to occur of (i) the day on which the aggregate  principal component of Allocated
Commercial  Paper of such  Structured  Purchaser  will  mature  on or after  the
Defaulted Borrowing Date or (ii) the day on which the latest maturing Structured
Hedge  Agreement  entered into by the  Structured  Purchaser and relating to the
Allocated  Commercial  Paper  described in clause (i) of this paragraph  matures
(such later date, the "Funding Maturity Date"), plus (b) any amounts required to
be paid to unwind any relevant Structured Hedge Agreements;  provided, that such
Structured  Purchaser  shall,  on the applicable  Funding  Maturity Date, make a
payment to the  Issuer in an amount  equal to the  income  (less the  reasonable
costs and expenses of obtaining such income),  if any, actually received by such
Structured  Purchaser  from  investing  the  aggregate  component  of  Allocated
Commercial  Paper for the period from the  Defaulted  Borrowing  Date until such
Funding Maturity Date.

                             SECTION VII. THE AGENT

            Section 7.1.  Appointment.  Each  Purchaser  hereby  designates  and
appoints the Agent as the agent of such Purchaser under this Agreement, and each
such Purchaser  authorizes the Agent, as the agent for such  Purchaser,  to take
such action on its behalf under the provisions of the Transaction  Documents and
to exercise  such powers and perform  such duties  thereunder  as are  expressly
delegated to the Agent by the terms of the Transaction Documents,  together with
such other powers as are  reasonably  incidental  thereto.  Notwithstanding  any
provision to the contrary elsewhere in this Agreement,  the Agent shall not have
any duties or responsibilities,  except those expressly set forth herein, or any
fiduciary relationship with any Purchaser, and no implied covenants,  functions,
responsibilities,  duties,  obligations or  liabilities  shall be read into this
Agreement or otherwise  exist  against the Agent.  The Required  Purchasers  may
replace the Agent at any time with ten Business Days' notice;  provided,  that a
replacement agent is named prior to dismissal of the Agent.

            Section 7.2.  Delegation of Duties. The Agent may execute any of its
duties  under  any  of  the  Transaction  Documents  by  or  through  agents  or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters pertaining to such duties. The Agent shall not


                                      -26-
<PAGE>

be   responsible   for  the   negligence   or   misconduct   of  any  agents  or
attorneys-in-fact selected by it with due care.

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

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

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


                                      -27-
<PAGE>

            Section  7.6.  Non-Reliance  on Agent  and  Other  Purchasers.  Each
Purchaser expressly acknowledges that neither the Agent nor any of its officers,
directors,  employees,  agents,  attorneys-in-fact  or  Affiliates  has made any
representations  or  warranties  to it and  that no act by the  Agent  hereafter
taken,  including any review of the affairs of the Seller,  the  Depositor,  the
Issuer,  the Servicer or the Indenture Trustee shall be deemed to constitute any
representation  or  warranty  by the  Agent  to any  Purchaser.  Each  Purchaser
represents to the Agent that it has, independently and without reliance upon the
Agent or any other Purchaser,  and based on such documents and information as it
has deemed  appropriate,  made its own appraisal of and  investigation  into the
business,   operations,    property,   financial   and   other   condition   and
creditworthiness of the Indenture Trustee, the Seller, the Depositor, the Issuer
and the Servicer and made its own decision to purchase its interest in the Notes
hereunder and enter into this Agreement.  Each Purchaser also represents that it
will,  independently and without reliance upon the Agent or any other Purchaser,
and based on such documents and information as it shall deem  appropriate at the
time,  continue to make its own analysis,  appraisals and decisions in taking or
not  taking  action  under any of the  Transaction  Documents,  and to make such
investigation  as it  deems  necessary  to  inform  itself  as to the  business,
operations,  property, financial and other condition and creditworthiness of the
Indenture  Trustee,  the Seller,  the  Depositor,  the Issuer and the  Servicer.
Except,  in the case of the Agent,  for  notices,  reports  and other  documents
received by the Agent under Section 5 hereof,  the Agent shall not have any duty
or  responsibility to provide any Purchaser with any credit or other information
concerning  the  business,   operations,   property,   condition  (financial  or
otherwise),  prospects or creditworthiness of the Indenture Trustee, the Seller,
the Depositor,  the Issuer or the Servicer which may come into the possession of
the   Agent   or  any   of   its   officers,   directors,   employees,   agents,
attorneys-in-fact or Affiliates.

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

            Section 7.8. Agent in Its Individual  Capacities.  The Agent and its
Affiliates may make loans to, accept  deposits from and generally  engage in any
kind of business with the Indenture Trustee, the Seller, the Servicer, the Owner
Trustee,  the  Depositor  and the  Issuer as though  the Agent was not the agent
hereunder. Each Purchaser acknowledges that Branch Banking and Trust company may
act as agent  for  Liquidity  Institutions  relating  to this  Agreement  and in
various other capacities  relating to the business of any Liquidity  Institution
and/or the  Structured  Purchaser.  Branch  Banking  and Trust  Company,  in its
capacity as the Agent shall not,


                                      -28-
<PAGE>

by virtue of its acting in any such other  capacities,  be deemed to have duties
or  responsibilities  hereunder  or be held to a standard of care in  connection
with the performance of its duties as the Agent other than as expressly provided
in this Agreement. Branch Banking and Trust Company may act as the Agent without
regard to and without additional duties or liabilities  arising from its role as
such  administrator  or  agent or  arising  from its  acting  in any such  other
capacity.

            Section 7.9.  Successor Agent. The Agent may resign as Agent upon 30
days'  notice  to  the  Purchasers,  the  Indenture  Trustee,  the  Issuer,  the
Depositor,  the Seller and the Servicer with such resignation becoming effective
upon a successor agent succeeding to the rights,  powers and duties of the Agent
pursuant to this  Section  7.9.  If the Agent  shall  resign as Agent under this
Agreement,  a successor agent for the Purchasers  shall be appointed by at least
66-2/3% of the  Purchasers  (which must  include the  Structured  Purchaser  for
purposes of this Section 7.9). The successor  agent shall succeed to the rights,
powers and duties of the Agent,  and the term "Agent" shall mean such  successor
agent effective upon its appointment,  and the former Agent's rights, powers and
duties as Agent shall be terminated, without any other or further act or deed on
the part of such former Agent or any of the parties to this Agreement. After the
retiring Agent's  resignation as Agent, the provisions of this Section VII shall
inure to its benefit as to any actions  taken or omitted to be taken by it while
it was Agent under this Agreement. Unless waived by the Required Purchasers, the
Agent  shall be  required  to have a combined  capital  and  surplus of at least
$100,000,000.

            Section 7.10.  Communications.  The Agent shall promptly  forward to
the  Purchasers,  copies of all  communications  received  by it under  Sections
5.1(c),  (d),  (h)  and  (m)  hereof  and  Section  5.5 of the  Indenture.  Upon
reasonable  notice, the Agent shall also make available or provide copies to the
Purchasers  of all  other  relevant  communications,  documents  or  information
obtained or prepared by the Agent in connection with the Transaction Documents.

            Section 7.11. Control by Purchasers.  The Required  Purchasers shall
have the right to direct the time,  method and place of  conducting  any action,
non-action,  the granting or withholding  of consent,  proceeding for any remedy
available to the Agent, the Indenture Trustee or the Noteholder under any of the
Transaction  Documents.  Notwithstanding  the  foregoing,  (i) no such direction
shall be in conflict with any rule of law or with this Agreement; (ii) the Agent
shall not be required to follow any such  direction  which the Agent  reasonably
believes  might  result in any  personal  liability on the part of the Agent for
which the Agent is not adequately indemnified;  and (iii) the Agent may take any
other action deemed proper by the Agent which is not inconsistent  with any such
direction;  provided  that the Agent shall give notice of any such action to the
Purchasers.  The  Agent,  as the  Noteholder,  shall  cast  any vote or give any
direction  under  the  Indenture  on  behalf  of the  Purchasers  if it has been
directed to do so by the  Required  Purchasers,  provided,  that with respect to
Sections 5.4(b), 5.10, 5.16(e),  6.2(b),  6.2(f),  6.3(a),  6.3(d),  6.13(a) and
8.5(e)(ii) of the Indenture,  the Agent, as the Noteholder,  shall cast any vote
or give any direction  under the Indenture on behalf of the Purchasers only with
the  consent of at least  66-2/3% of the  Purchasers.  The Agent  agrees that it
shall not effect any material action under this Agreement,  the Indenture or any
other Transaction Documents without the direction of the Required Purchasers and
the Agent further agrees that it shall notify all Purchasers with respect to any
action or consent  requested of the Agent that requires  direction of a majority
of the Purchasers at least five days before taking such action or providing such
consent.


                                      -29-
<PAGE>

                    SECTION VIII. SECURITIES LAWS; TRANSFERS

            Section  8.1.  Transfers  of  Notes.  (a) Each of the  Agent and the
Purchasers agrees that any interest in the Notes purchased or otherwise acquired
by it  will  be  acquired  for  investment  only  and  not  with a  view  to any
distribution thereof, and that it will not offer to sell or otherwise dispose of
any Note  acquired by it (or any  interest  therein) in  violation of any of the
registration   requirements  of  the  Securities  Act  or  the  registration  or
qualification  requirements of any applicable  state or other  securities  laws.
Each of the  Agent  and the  Purchasers  acknowledges  that it has no  right  to
require the Issuer to register, under the Securities Act or any other securities
law,  the  Notes (or any  interest  therein)  acquired  by it  pursuant  to this
Agreement, any Joinder Supplement or any Transfer Supplement.  Each of the Agent
and the  Purchasers  hereby  confirms  and agrees  that in  connection  with any
transfer or  syndication  by it of an interest in the Notes,  it has not engaged
and will not engage in a general  solicitation or general advertising  including
advertisements,  articles,  notices  or other  communications  published  in any
newspaper,  magazine or similar media or broadcast over radio or television,  or
any  seminar  or  meeting  whose  attendees  have been  invited  by any  general
solicitation or general advertising.

                  (b) Each Purchaser which executes a Joinder  Agreement  agrees
that it will comply with all transfer  restrictions  specified in the  Indenture
and will  execute and  deliver to the Issuer,  the  Seller,  the  Servicer,  the
Depositor,  the Indenture  Trustee and the Agent on or before the effective date
of its Joinder  Agreement a letter in the form attached  hereto as Exhibit A (an
"Investment  Letter")  with  respect to the  purchase  by such  Purchaser  of an
interest in the Notes.  Each initial purchaser of a Note or any interest therein
and any Assignee thereof or Participant therein shall certify to the Issuer, the
Seller, the Servicer, the Depositor, the Indenture Trustee and the Agent that it
is either (A)(i) a citizen or resident of the United States,  (ii) a corporation
or  partnership  (or any other entity  treated as a corporation or a partnership
for federal  income tax  purposes)  organized in or under the laws of the United
States  or  any  political  subdivision  thereof  which,  if  such  entity  is a
tax-exempt  entity,  recognizes  that  payments  with  respect  to the Notes may
constitute  unrelated business taxable income or (iii) a person not described in
(i) or (ii) whose  income  from the Notes is and will be  effectively  connected
with the conduct of a trade or  business  within the United  States  (within the
meaning  of the Code) and whose  ownership  of any  interest  in a Note will not
result in any  withholding  obligation with respect to any payments with respect
to the Notes by any Person and who will  furnish to the Agent,  the Seller,  the
Servicer  and the  Indenture  Trustee,  and to the Owner  making the  Transfer a
properly  executed U.S.  Internal  Revenue Service Form W-8ECI or W-8BEN (or any
successor form) (and to agree (to the extent legally able) to provide a new Form
W-8ECI or W-8BEN (or any successor  form) upon the expiration or obsolescence of
any  previously  delivered  form and  comparable  statements in accordance  with
applicable  United States laws), (B) an estate the income of which is includible
in gross income for United States  federal income tax purposes or (C) a trust if
a court within the United States is able to exercise  primary  supervision  over
the  administration of such trust and one or more United States fiduciaries have
the authority to control all substantial decisions of the trust.

                  (c) Any sale,  transfer,  assignment,  participation,  pledge,
hypothecation  or other  disposition  (a  "Transfer")  of a Note or any interest
therein may be made only in accordance  with this Section 8.1. Any Transfer of a
Note, an interest in a Note, or any Commitment Percentage shall be in respect of
at least $1,000,000 of the outstanding principal


                                      -30-
<PAGE>

under the Notes.  Any Transfer of an interest in a Note  otherwise  permitted by
this Section 8.1 will be permitted only if it consists of a pro rata  percentage
interest  in all  payments  made  with  respect  to the  Purchaser's  beneficial
interest in such Note.  No Note or any interest  therein may be  Transferred  by
Assignment  or  Participation  (each as defined  below) to any Person  (each,  a
"Transferee")  unless such  transfer  complies  with the  transfer  restrictions
specified in the Indenture and prior to the transfer the  Transferee  shall have
executed and delivered to the Agent and the Issuer an Investment Letter.

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

                  (e) The Agent and each  Purchaser,  severally and with respect
to itself only,  covenants and agrees that any information obtained by the Agent
or such Purchaser  pursuant to, or otherwise in connection  with, this Agreement
or the  other  Transaction  Documents  shall  be held in  confidence  (it  being
understood  that documents  provided to the Agent  hereunder may in all cases be
distributed  by the  Agent to the  Purchasers)  except  that  the  Agent or such
Purchaser may disclose such information (i) to its officers, directors, members,
employees, agents, counsel,  accountants,  auditors, advisors or representatives
who have an obligation to maintain the confidentiality of such information, (ii)
to the extent such  information has become available to the public other than as
a result of a disclosure by or through the Agent or such Purchaser, (iii) to the
extent  such  information  was  available  to the Agent or such  Purchaser  on a
nonconfidential  basis prior to its disclosure to the Agent or such Purchaser in
connection with this transaction,  (iv) with the consent of the Servicer, (v) to
the extent permitted by the preceding paragraph, (vi) to the extent the Agent or
such Purchaser should be (A) required in connection with any legal or regulatory
proceeding  or (B)  requested by any  Governmental  Authority  to disclose  such
information;  provided,  that,  in the case of  clause  (vi),  the Agent or such
Purchaser,  as the case may be, will (unless  otherwise  prohibited by law or in
connection with regular  regulatory  reviews) notify the Issuer of its intention
to make  any  such  disclosure  as early as  practicable  prior to  making  such
disclosure  and  cooperate  with the Servicer in  connection  with any action to
obtain a protective order with respect to such disclosure;  or (vii) in the case
of the  Structured  Purchaser,  to any rating agency rating or proposing to rate
any  commercial  paper  issued  by  the  Structured  Purchaser  or  a  Liquidity
Institution.

                  (f) Each  Purchaser  may, in accordance  with  applicable  law
(which includes applicable securities laws), at any time grant participations in
all or part of its  Commitment  or its  interest  in the  Notes,  including  the
payments  due  to  it  under  this   Agreement  and  the  Indenture   (each,   a
"Participation"), to any Person (each, a "Participant"); provided, however, that
no Participation shall


                                      -31-
<PAGE>

be granted to any Person unless and until the Agent shall have consented thereto
(which  consent  shall  not be  unreasonably  withheld)  and the  conditions  to
Transfer  specified in this  Agreement,  including in subsection  8.1(c) hereof,
shall have been  satisfied  and that such  Participation  consists of a pro rata
percentage  interest  in all  principal  payments  made  with  respect  to  such
Purchaser's  beneficial  interest (if any) in the Notes and a specified interest
rate on the principal balance of such Participation. In connection with any such
Participation,  the Agent shall maintain a register of each  Participant and the
amount of each Participation. Each Purchaser hereby acknowledges and agrees that
(i) any such  Participation  will not alter or affect  such  Purchaser's  direct
obligations  hereunder,  and (ii) none of the Indenture Trustee, the Issuer, the
Depositor,  the Seller nor the Servicer  shall have any  obligation  to have any
communication  or relationship  with any  Participant.  No Participant  shall be
entitled to transfer all or any portion of its Participation,  without the prior
written  consent of the Agent.  Each  Participant  shall be  entitled to receive
indemnification  pursuant  to Section 2.4 hereof as if such  Participant  were a
Purchaser and such Section  applied to its  Participation.  Each Purchaser shall
give the Agent notice of the  consummation of any sale by it of a Participation,
and the Agent (upon receipt of notice from the related Purchaser) shall promptly
notify the Issuer,  the Servicer and the Indenture  Trustee.  Unless  separately
agreed to between  the  related  Purchaser  and the  Participant  in the related
participation  agreement,  no  Participant  shall have the right to approve  any
amendment or waiver of the terms of this Agreement  except with respect to those
matters set forth in clauses (i) and (ii) of the proviso to Section 9.1 hereof.

                  (g) Each  Purchaser may, with the consent of the Agent and the
Servicer  (which shall not  unreasonably  be withheld)  and in  accordance  with
applicable  law (which  includes  applicable  securities  laws),  sell or assign
(each, an "Assignment"),  to any Person (each, an "Assignee") all or any part of
its Commitment or its interest in the Notes and its rights and obligations under
this Agreement and the Indenture  pursuant to an agreement  substantially in the
form attached hereto as Exhibit C hereto (a "Transfer Supplement"),  executed by
such  Assignee and the Purchaser and delivered to the Agent and the Servicer for
their acceptance and consent; provided, however, that no such assignment or sale
shall be effective unless and until the conditions to Transfer specified in this
Agreement, including in subsection 8.1(c) hereof, shall have been satisfied; and
provided,  further,  however,  that  neither the consent of the Servicer nor the
Agent shall be required in the case of an assignment  by any existing  Purchaser
to another existing Purchaser (or, in the case of the Structured  Purchaser,  to
any Eligible Lender),  or in the case of any assignment to any Affiliates of the
Agent.  From and after the effective date  determined  pursuant to such Transfer
Supplement,  (x) the  Assignee  thereunder  shall be a party  hereto and, to the
extent provided in such Transfer Supplement,  have the rights and obligations of
a Purchaser  hereunder  as set forth  therein and (y) the  transferor  Purchaser
shall, to the extent provided in such Transfer Supplement,  be released from its
Commitment and other obligations under this Agreement;  provided,  however, that
after giving effect to each such  Assignment,  the  obligations  released by any
such  Purchaser  shall  have been  assumed by an  Assignee  or  Assignees.  Such
Transfer  Supplement shall be deemed to amend this Agreement to the extent,  and
only to the extent,  necessary to reflect the addition of such  Assignee and the
resulting  adjustment of Percentage  Interests,  Commitment  Percentages arising
from the Assignment. Upon its receipt and acceptance of a duly executed Transfer
Supplement,  the Agent shall on the effective date determined  pursuant  thereto
give notice of such  acceptance  to the Issuer,  the Servicer and the  Indenture
Trustee and the Servicer  will provide  notice  thereof to the Rating Agency (if
required).


                                      -32-
<PAGE>

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

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

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

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

                  (k)  Notwithstanding  anything  herein  to the  contrary,  the
Structured  Purchaser  shall be permitted to assign or transfer all of its Notes
or interests  therein and its rights and  obligations  under this Agreement to a
Liquidity  Institution  (including  a  Requested  Investment  (as defined in the
Liquidity  Agreement)) in accordance  with the Liquidity  Agreement  without the
consent  of  any  Person  and  the   requirements   (including  the  documentary
requirements)  of paragraph (b), (c), the proviso to paragraph (d) and paragraph
(g)  shall not  apply to any such  transfer.  Any  Liquidity  Institution  shall
automatically  become a Purchaser  hereunder to the extent of such  interest and
the Issuer and the Agent  shall take all steps to reflect  and  register  in the
Purchaser Register such transfer to such Liquidity Institution.

            Section 8.2.  Register of  Purchasers  and  Participants.  The Agent
shall  maintain  a  register  (the  "Purchaser/Participant  Register")  for  the
registration,  transfer  and exchange of interests in the Notes and the granting
of  Participations  of  interests in the Notes.  The names and  addresses of all
Purchasers and  Participants  and the names and addresses of the  transferees of
any  interests  in  Notes  shall  be  registered  in  the  Purchaser/Participant
Register.

                            SECTION IX. MISCELLANEOUS

            Section 9.1.  Amendments  and  Waivers.  This  Agreement  may not be
amended,  supplemented or modified nor may any provision hereof be waived except
in accordance  with the provisions of this Section 9.1. With the written consent
of the Required Purchasers,  the Agent, the Seller, the Servicer,  the Depositor
and  the  Issuer  may,  from  time  to  time,  enter  into  written  amendments,
supplements, waivers or modifications hereto for the purpose of adding any


                                      -33-
<PAGE>

provisions  to this  Agreement or changing in any manner the rights of any party
hereto or waiving,  on such terms and  conditions  as may be  specified  in such
instrument, any of the requirements of this Agreement;  provided,  however, that
no such  amendment,  supplement,  waiver or  modification  shall (i)  reduce the
amount of or extend  the  maturity  of any Note or reduce the rate or extend the
time of payment of interest thereon,  or reduce or alter the timing of any other
amount payable to any Purchaser  hereunder or under the Indenture,  in each case
without the consent of the Purchasers  affected thereby,  (ii) amend,  modify or
waive any provision of this Section 9.1, or reduce the  percentage  specified in
the  definition  of the  Required  Purchasers,  in each case without the written
consent of all Purchasers, (iii) amend, modify or waive any provision of Section
VII  hereof  without  the  written  consent  of the  Agent,  (iv)  increase  the
obligations  or  decrease  the rights of the  Structured  Purchaser  without its
consent, (v) modify the provisions  concerning the assignment or transfer of the
Notes or any  interest or  participation  in the Notes  without  the  Structured
Purchaser's  consent,  or (vi)  modify the  provisions  of Section  9.17 or 9.18
hereof  concerning  Limited  Recourse and No Petition in favor of the Structured
Purchaser  without its consent.  Any waiver of any  provision of this  Agreement
shall be limited to the provisions specifically set forth therein for the period
of time set forth therein and shall not be construed to be a waiver of any other
provision of this Agreement.

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

      The Issuer:                  BXG TIMESHARE TRUST I
                                   c/o Wilmington Trust Company
                                   Rodney Square North
                                   1100 N. Market Street
                                   Wilmington, DE 19890-0001

                                   Attention: Corporate Trust Administration/
                                   BXG TIMESHARE TRUST I
                                   Telecopier No.:  (302) 651-8882

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

      The Depositor:               BLUEGREEN TIMESHARE FINANCE CORPORATION I
                                   4950 Communication Avenue, Suite 900
                                   Boca Raton, Florida 33431
                                   Attention: Allan J. Herz
                                   Telecopy:  (561) 443-8743


                                      -34-
<PAGE>

      The Indenture Trustee:       U.S. BANK NATIONAL ASSOCIATION
                                   60 Livingston Avenue
                                   EP-MN-WS3D
                                   St. Paul, MN  55107-2292
                                   Phone: (651) 495-3880
                                   Fax: (651) 495-8093
                                   Attention:  BXG Timeshare Trust I

      The Agent:                   BB&T Capital Markets
                                   1133 Avenue of the Americas, 27th Floor
                                   New York, New York 10036
                                   Attention: Paul Richardson
                                   Fax No.:  (646) 390-8844

                                   and

                                   Branch Banking and Trust Company
                                   200 West Second Street, 16th Floor
                                   Winston-Salem, North Carolina 27101
                                   Attention: Cory Boyte
                                   Fax No.:  (336) 733-2740

                  (b) Unless otherwise directed by the Agent, all payments to it
shall be made by federal wire (ABA  #053101121),  to account number  4990024249,
bank name: BB&T,  account name: BXG Timeshare Trust,  with fax notice (including
federal  wire  number) to Beth Cook of Branch  Banking and Trust  Company;  Fax:
(336) 733-2740 and Phone: (336) 733-2726.

            Section 9.3. No Waiver;  Cumulative Remedies. No failure to exercise
and no  delay in  exercising,  on the part of the  Agent or any  Purchaser,  any
right, remedy,  power or privilege under any of the Transaction  Documents shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right,  remedy,  power  or  privilege  under  any of the  Transaction  Documents
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, remedy, power or privilege. The rights,  remedies,  powers and privileges
provided in the  Transaction  Documents are  cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

            Section 9.4. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Seller,  the Servicer,  the Depositor,  the
Issuer, the Agent, the Purchasers, any Assignee, any Participant, any Indemnitee
and their  respective  successors  and  assigns,  except  that the  Seller,  the
Servicer,  the  Depositor and the Issuer may not assign or transfer any of their
respective  rights or obligations under this Agreement except as provided herein
and in the  Indenture,  without  the prior  written  consent  of  66-2/3% of the
Purchasers and the Purchasers,  the Agent,  Assignees and  Participants  may not
assign or  transfer  any of their  respective  rights or  obligations  except as
provided herein.


                                      -35-
<PAGE>

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

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

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

            Section  9.8.  Governing  Law.  THIS  AGREEMENT  AND THE  RIGHTS AND
OBLIGATIONS  OF THE  PARTIES  UNDER THIS  AGREEMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT  GIVING  EFFECT TO  PRINCIPLES  OF CONFLICTS OF LAW OTHER THAN  SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

            Section 9.9. Termination.  This Agreement shall remain in full force
and effect  until the payment in full of the  principal  of and  interest on the
Notes and all other amounts payable to the Purchasers or the Agent hereunder and
the termination of all Commitments;  provided,  however,  that the provisions of
Sections 2.3, 2.4, 6.1, 6.2, 7.7, 9.11,  9.13,  9.14, 9.17 and 9.18 hereof shall
survive  termination of this Agreement,  the transfer by a Purchaser of any Note
or any interest therein and any amounts payable to the Agent,  Purchasers or any
Affected Party thereunder shall remain payable thereto.

            Section 9.10. Limited Recourse;  No Proceedings.  The obligations of
the Issuer and the Depositor  under this Agreement are solely the obligations of
the Issuer and the Depositor,  as  applicable.  No recourse shall be had for the
payment of any fee or other  obligation  or claim  arising out of or relating to
this  Agreement  or any other  agreement,  instrument,  document or  certificate
executed and delivered or issued by the Issuer and the Depositor, or any officer
of  any  of  them  in  connection  therewith,   against  any  partner,   member,
stockholder,  employee,  officer, director or incorporator of the Issuer and the
Depositor.  With respect to obligations of the Issuer, neither the Agent nor any
Purchaser shall look to any property or assets of the Issuer,  other than to the
Trust Estate. Each Purchaser and the Agent hereby agrees that to the extent such
funds are  insufficient  or  unavailable  to pay any amounts  owing to it by the
Issuer pursuant to this Agreement,  prior to the commencement of a bankruptcy or
insolvency  proceeding by or against the Issuer, it shall not constitute a claim
against the Issuer. Each of the Issuer, the Depositor, the Seller, the Servicer,
the Agent and each Purchaser  agrees that it shall not institute or join against
the  Depositor  or  the  Issuer  any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation proceeding, or similar proceeding under any federal or
state  bankruptcy  law,  for one year and a day  after  the  termination  of the
Indenture. Nothing in this paragraph shall limit or otherwise


                                      -36-
<PAGE>

affect the  liability of the Servicer and the Seller with respect to any amounts
owing by the Servicer or the Seller, respectively, hereunder or the right of the
Agent or any  Purchaser  to enforce such  liability  against the Servicer or the
Seller,  respectively,  or any of its  respective  assets.  For  clarity,  it is
understood that the Timeshare Loans,  related Timeshare Loan Documents and other
assets will be conveyed by the Seller to the  Depositor  and by the Depositor to
the Issuer  pursuant to the terms of the Purchase  Agreement and Sale Agreement,
respectively,  without recourse,  representation on warranty except as expressly
provided  therein.  Without  limiting  the  foregoing,  none of the Seller,  the
Depositor  or any of their  respective  subsidiaries  shall be  responsible  for
payments on the Timeshare Loans, and any other credit risks associated therewith
shall be borne by the Issuer and the holders of any obligations of the Issuer.

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

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

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

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

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

            (4) AGREES  THAT  NOTHING  HEREIN  SHALL  AFFECT THE RIGHT TO EFFECT
            SERVICE OF PROCESS IN ANY OTHER MANNER


                                      -37-
<PAGE>

            PERMITTED  BY LAW OR  SHALL  LIMIT  THE  RIGHT  TO SUE IN ANY  OTHER
            JURISDICTION.

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

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

            Section 9.15. [RESERVED].

            Section 9.16. Hedging  Requirements.  Upon prior written notice from
the Agent to the Issuer and the  Servicer,  the Issuer  shall enter into a Hedge
Agreement with a Qualified Hedge  Counterparty and upon execution  thereof shall
pledge all of the Issuer's right,  title and interest under such Hedge Agreement
to the  Indenture  Trustee  for  the  benefit  of the  Agent  on  behalf  of the
Purchasers  pursuant  to  Section  2.3  hereof  and the  Indenture.  Each  Hedge
Agreement shall be in form and substance  satisfactory to the Agent,  including,
without limitation, having a notional amount based on the Required Hedge Amount.

            Notwithstanding  the foregoing,  the Agent shall review the Interest
Rate  Cap  Agreements   currently  pledged  to  Bluegreen   Receivables  Finance
Corporation  V (the  "Existing  Hedge  Agreements")  with a view to allowing the
Issuer to utilize  such  Existing  Hedge  Agreements  via novation to the extent
commercially  feasible to comply with the requirements of this Section 9.16. Any
decision to use the Existing Hedge Agreements shall be at the Agent's reasonable
discretion.

            Section  9.17.  No  Bankruptcy   Petition   Against  the  Structured
Purchaser.  Each of the parties to this  Agreement  hereby  covenants and agrees
that,  prior to the date which is one year and one day after the payment in full
of all outstanding  indebtedness for borrowed money of the Structured Purchaser,
it will not institute against, or join any other Person in instituting  against,
the Structured Purchaser any bankruptcy, reorganization, arrangement, insolvency
or  liquidation  proceedings or other similar  proceeding  under the Laws of the
United States or any state of the


                                      -38-
<PAGE>

United  States.  The  agreements set forth in this Section 9.17 and the parties'
respective  obligations under this Section 9.17 shall survive the termination of
this Agreement.

            Section 9.18.  Limited  Recourse  Against the Structured  Purchaser.
Each  party  to  this  Agreement   hereby   acknowledges  and  agrees  that  all
transactions with the Structured  Purchaser  hereunder or in connection herewith
shall be without  recourse of any kind to the Structured  Purchaser.  Each party
hereto  agrees that no  liability  or  obligation  of the  Structured  Purchaser
hereunder for fees, expenses or indemnities shall constitute a claim (as defined
in Section 101 of Title 11 of the United  States  Bankruptcy  Code)  against the
Structured  Purchaser  unless the Structured  Purchaser has received  sufficient
amounts pursuant to this Agreement to pay such amounts, and such amounts are not
necessary  to  pay  outstanding   commercial  paper  issued  by  the  Structured
Purchaser.  No recourse shall be had for any amount owing hereunder or any other
obligation of, or claim against the Structured Purchaser arising out of or based
upon this  Agreement  or any  agreement or document  entered into in  connection
herewith or therewith  against any equity  holder,  member,  employee,  officer,
agent,  or manager of the  Structured  Purchaser or any equity  holder,  member,
employee,  officer,  director, or affiliate thereof. The agreements set forth in
this  Section 9.18 and the parties'  respective  obligations  under this Section
9.18 shall survive the termination of this Agreement.


                                      -39-
<PAGE>

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

                           BXG TIMESHARE TRUST I

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

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

                           BLUEGREEN CORPORATION,
                             as Seller and Servicer

                           By:
                                ------------------------------------------------
                                Name: Anthony M. Puleo
                                Title: Senior Vice President, CFO & Treasurer

                           BLUEGREEN TIMESHARE FINANCE
                             CORPORATION I, as Depositor

                           By:
                                ------------------------------------------------
                                Name: Allan J. Herz
                                Title: President and Assistant Treasurer

                           BRANCH BANKING AND TRUST COMPANY,
                             as Agent

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


                                      -40-
<PAGE>

                                                                       EXHIBIT A

                            FORM OF INVESTMENT LETTER
                                     [Date]

BXG TIMESHARE TRUST I
c/o___________, as Owner Trustee
__________________________________
Attention:
Bluegreen Corporation

Bluegreen Timeshare Finance Corporation I

Re    BXG TIMESHARE TRUST I
      Timeshare Loan-Backed VFN Notes, Series I

Ladies and Gentlemen:

            This  letter  (the   "Investment   Letter")  is   delivered  by  the
undersigned (the "Purchaser")  pursuant to subsection 8.1(b) of the Note Funding
Agreement dated as of May 1, 2006 (as in effect, the "Note Funding  Agreement"),
among BXG TIMESHARE  TRUST I, as Issuer,  BLUEGREEN  CORPORATION,  as Seller and
Servicer,   BLUEGREEN  TIMESHARE  FINANCE  CORPORATION  I,  as  Depositor,   the
Purchasers  parties  thereto  and Branch  Banking and Trust  Company,  as Agent.
Capitalized  terms used herein  without  definition  shall have the meanings set
forth in the Note Funding Agreement. The Purchaser represents to and agrees with
the Issuer as follows:

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

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


<PAGE>

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

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

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

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

            (f) This Investment  Letter has been duly executed and delivered and
constitutes  the  legal,   valid  and  binding   obligation  of  the  Purchaser,
enforceable  against the Purchaser in accordance with its terms,  except as such
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium or similar laws or equitable  principles affecting the enforcement of
creditors' rights generally and general principles of equity.

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


                                      -2-
<PAGE>

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


                                      -3-
<PAGE>

                                                                       EXHIBIT B

                           FORM OF JOINDER SUPPLEMENT

            JOINDER  SUPPLEMENT,  dated as of the  date  set  forth in Item 1 of
Schedule  I  hereto,  among  BXG  TIMESHARE  TRUST I (the  "Issuer"),  BLUEGREEN
CORPORATION,  as Seller  and  Servicer  (the  "Servicer"),  BLUEGREEN  TIMESHARE
FINANCE  CORPORATION  I, as  Depositor,  the  Purchaser  set  forth in Item 2 of
Schedule I hereto (the  "Additional  Purchaser"),  and Branch  Banking and Trust
Company,  as Agent for the Purchasers under, and as defined in, the Note Funding
Agreement described below (in such capacity, the "Agent").

                               W I T N E S S E T H

            WHEREAS,   this  Supplement  is  being  executed  and  delivered  in
accordance with subsection 2.2(c) of the Note Funding Agreement, dated as of May
1, 2006,  among BXG  TIMESHARE  TRUST I, as Issuer,  BLUEGREEN  CORPORATION,  as
Seller and Servicer,  BLUEGREEN  TIMESHARE FINANCE  CORPORATION I, as Depositor,
the  Purchasers  parties  thereto,  and the Agent (as from time to time amended,
supplemented  or otherwise  modified in accordance  with the terms thereof,  the
"Note Funding Agreement";  unless otherwise defined herein, terms defined in the
Note Funding Agreement are used herein as therein defined); and

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

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

      Upon receipt by the Agent of five counterparts of this Supplement, to each
of which is attached a fully completed Schedule I and Schedule II, each of which
has been executed by the  Additional  Purchaser,  the Issuer and the Agent,  the
Agent will transmit to the Servicer,  the Issuer,  the Indenture Trustee and the
Additional  Purchaser a Joinder Effective  Notice,  substantially in the form of
Schedule III to this  Supplement (a "Joinder  Effective  Notice").  Such Joinder
Effective Notice shall be executed by the Agent and shall set forth, inter alia,
the  date on  which  the  transfer  effected  by this  Supplement  shall  become
effective (the "Joinder  Effective Date").  From and after the Joinder Effective
Date, the Additional  Purchaser  shall be a Purchaser  party to the Note Funding
Agreement for all purposes thereof having an initial Commitment Percentage and a
Commitment, if applicable, as set forth in such Schedule II.

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

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


                                      -1-
<PAGE>

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

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

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

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


                                      -2-
<PAGE>

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


                                      -3-
<PAGE>

                                                                   SCHEDULE I TO
                                                              JOINDER SUPPLEMENT

                          COMPLETION OF INFORMATION AND
                        SIGNATURES FOR JOINDER SUPPLEMENT

      Re:   Note Funding Agreement, dated as of May 1, 2006, among BXG TIMESHARE
            TRUST I, as Issuer,  BLUEGREEN CORPORATION,  as Seller and Servicer,
            BLUEGREEN  TIMESHARE  FINANCE  CORPORATION  I,  as  Depositor,   the
            Purchasers  party thereto and Branch Banking and Trust  Company,  as
            Agent.

Item 1:     Date of Joinder Supplement:

Item 2:     Additional Purchaser:

Item 3:     Signatures of Parties to Agreement:


                                      ---------------------------------------
                                      as Additional Purchaser

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

                                [By:
                                      ---------------------------------------
                                      Name:
                                      Title:]

                                         BXG TIMESHARE TRUST I
                                         as Issuer

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

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

                                      Branch Banking and Trust Company, as Agent

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

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


                                      -1-
<PAGE>

                                                                  SCHEDULE II TO
                                                              JOINDER SUPPLEMENT

                      LIST OF INVESTING OFFICES, ADDRESSES
                           FOR NOTICES AND COMMITMENT

[Additional Purchaser]

             Initial Commitment Percentage:
             (if applicable)                                            _______%

             Class of Notes                                            _________

             Initial Commitment:                                   $____________

Office and Address for Notices:


                                      -1-
<PAGE>

                                                                 SCHEDULE III TO
                                                              JOINDER SUPPLEMENT

                                     FORM OF
                            JOINDER EFFECTIVE NOTICE

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

            The undersigned, as Agent under the Note Funding Agreement, dated as
of May 1, 2006, among BXG TIMESHARE TRUST I, as Issuer,  BLUEGREEN  CORPORATION,
as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor,
the Purchasers  parties  thereto and Branch Banking and Trust Company,  as Agent
for  the   Purchasers   thereunder,   acknowledges   receipt  of  five  executed
counterparts  of  a  completed  Joinder  Supplement.  [Note:  attach  copies  of
Schedules I and II from such  Agreement.]  Terms defined in such  Supplement are
used herein as therein defined.

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

Very truly yours,

BRANCH BANKING AND TRUST COMPANY, as Agent


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


                                      -1-
<PAGE>

                                                                       EXHIBIT C

                           FORM OF TRANSFER SUPPLEMENT

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

                              W I T N E S S E T H:

            WHEREAS,   this  Supplement  is  being  executed  and  delivered  in
accordance with subsection 8.1(e) of the Note Funding Agreement, dated as of May
1, 2006,  among BXG  TIMESHARE  TRUST I, as Issuer,  BLUEGREEN  CORPORATION,  as
Seller and Servicer,  BLUEGREEN  TIMESHARE FINANCE  CORPORATION I, as Depositor,
the  Purchasers  parties  thereto  and the Agent (as from time to time  amended,
supplemented  or otherwise  modified in accordance  with the terms thereof,  the
"Note Funding Agreement";  unless otherwise defined herein, terms defined in the
Note Funding Agreement are used herein as therein defined);

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

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

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

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

      (b) At or before 12:00 Noon,  local time of the Transferor  Purchaser,  on
the  Transfer  Effective  Date,  the  Purchasing  Purchaser  shall  pay  to  the
Transferor  Purchaser,  in immediately  available  funds, an amount equal to the
purchase price,  as agreed between the Transferor  Purchaser and such Purchasing
Purchaser (the "Purchase Price"), of the portion set forth on Schedule II hereto
being purchased by such Purchasing Purchaser of the outstanding advances

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


                                      -1-
<PAGE>

under the Note owned by the Transferor  Purchaser (such  Purchasing  Purchaser's
"Purchase Percentage") and other amounts owing to the Transferor Purchaser under
the Note Funding Agreement or otherwise in respect of the Notes.  Effective upon
receipt by the  Transferor  Purchaser of the Purchase  Price from the Purchasing
Purchaser,  the  Transferor  Purchaser  hereby  irrevocably  sells,  assigns and
transfers to the  Purchasing  Purchaser,  without  recourse,  representation  or
warranty, and the Purchasing Purchaser hereby irrevocably  purchases,  takes and
assumes from the  Transferor  Purchaser,  the  Purchasing  Purchaser's  Purchase
Percentage of [(i)] the presently Outstanding Note Balance under the Notes owned
by the Transferor  Purchaser and other amounts owing to the Transferor Purchaser
in respect of the Notes, together with all instruments, documents and collateral
security  pertaining  thereto,  [and (ii) the  Purchasing  Purchaser's  Purchase
Percentage of the  Commitment  Percentage  and the  Commitment of the Transferor
Purchaser and other rights,  duties and obligations of the Transferor  Purchaser
under the Note Funding  Agreement.]  This  Supplement is intended by the parties
hereto  to  effect  a  purchase  by the  Purchasing  Purchaser  and  sale by the
Transferor Purchaser of interests in the Notes, and it is not to be construed as
a loan  or a  commitment  to  make a loan  by the  Purchasing  Purchaser  to the
Transferor  Purchaser.  The Transferor Purchaser hereby confirms that the amount
of the Outstanding Note Balance of the Notes is $____________ and its Percentage
Interest thereof is ___%, which equals  $____________ as of _______,  200_. Upon
and after the Transfer Effective Date (until further modified in accordance with
the  Note  Funding  Agreement),  the  Commitment  Percentage  of the  Transferor
Purchaser  and the  Purchasing  Purchaser and the  Commitment of the  Transferor
Purchaser and the Purchasing  Purchaser  shall be as set forth in Schedule II to
this Supplement.

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

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

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


                                      -2-
<PAGE>

Transferor  Purchaser  to the  Purchasing  Purchaser of such amount upon receipt
thereof from the Agent.

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

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

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

      (i) [Schedule II hereto sets forth the revised  Commitment  Percentage and
Commitment  of  the  Transferor  Purchaser,   the  Commitment  Percentage,   the
Commitment of the Purchasing Purchaser, as applicable, and the initial Investing
Office of the Purchasing Purchaser,  as well as administrative  information with
respect to the Purchasing Purchaser.]


                                      -3-
<PAGE>

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

      [Add  items  (k) and  (l)  below  only in the  case  that  the  Transferor
Purchaser is a Structured Purchaser]

      [(k) Each of the parties to this  Supplement  hereby  covenants and agrees
that,  prior to the date which is one year and one day after the payment in full
of all outstanding  indebtedness for borrowed money of the Transferor Purchaser,
it will not institute against, or join any other Person in instituting  against,
the  Transferor   Purchaser,   any  bankruptcy,   reorganization,   arrangement,
insolvency or liquidation proceedings or other similar proceeding under the Laws
of the United States or any state of the United States. The agreements set forth
in this  paragraph  (k) and  the  parties'  respective  obligations  under  this
paragraph  (k) shall survive the  termination  of this  Supplement  and the Note
Funding Agreement.

      (l) Each party to this Supplement hereby  acknowledges and agrees that all
transactions with the Transferor  Purchaser  hereunder or in connection herewith
shall be without  recourse of any kind to the Transferor  Purchaser.  Each party
hereto  agrees that no  liability  or  obligation  of the  Transferor  Purchaser
hereunder for fees, expenses or indemnities shall constitute a claim (as defined
in Section 101 of Title 11 of the United  States  Bankruptcy  Code)  against the
Transferor  Purchaser  unless the Transferor  Purchaser has received  sufficient
amounts  pursuant to the Note Funding  Agreement to pay such  amounts,  and such
amounts are not  necessary  to pay  outstanding  commercial  paper issued by the
Transferor Purchaser. No recourse shall be had for any amount owing hereunder or
any other obligation of, or claim against the Transferor  Purchaser  arising out
of or based upon this Supplement or the Note Funding  Agreement or any agreement
or document entered into in connection  herewith or therewith against any equity
holder, member, employee, officer, agent, or manager of the Transferor Purchaser
or any equity holder, member, employee, officer, director, or affiliate thereof.
The  agreements  set forth in this  paragraph  (l) and the  parties'  respective
obligations  under this  paragraph  (l) shall  survive the  termination  of this
Supplement and the Note Funding Agreement.]

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


                                      -4-
<PAGE>

                                                                   SCHEDULE I TO
                                                             TRANSFER SUPPLEMENT

                          COMPLETION OF INFORMATION AND
                       SIGNATURES FOR TRANSFER SUPPLEMENT

            Re:   Note  Funding  Agreement,  dated as of May 1, 2006,  among BXG
                  TIMESHARE  TRUST  I,  BLUEGREEN  CORPORATION,  as  Seller  and
                  Servicer,   BLUEGREEN  TIMESHARE  FINANCE  CORPORATION  I,  as
                  Depositor, the Purchasers party thereto and Branch Banking and
                  Trust Company, as Agent.

Item 1:   Date of Transfer Supplement:

Item 2:   Transferor Purchaser:

Item 3:   Purchasing Purchaser:

Item 4:   Signatures of Parties to Agreement:


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

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

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

                                               as Purchasing Purchaser

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

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


                                      -1-
<PAGE>

CONSENTED TO AND ACCEPTED BY:
BRANCH BANKING AND TRUST COMPANY, as Agent

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

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

BXG TIMESHARE TRUST I

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

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


                                      -2-
<PAGE>

                                                                  SCHEDULE II TO
                                                             TRANSFER SUPPLEMENT

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

[Transferor Purchaser]

             Commitment Percentage:
             Transferor Purchaser Commitment Percentage
             Prior to Sale:                                             _______%

             Commitment Percentage Sold:                                _______%

             Commitment Percentage Retained:                            _______%

             Commitment:

             Transferor Purchaser Commitment
             Prior to Sale:                                            $________

             Commitment Sold:                                          $________

             Commitment Retained                                       $________

             Class of Notes                                            _________

D.   Outstanding Note Balance of Notes:

     Transferor Purchaser
     Outstanding Note Balance of Notes Prior to Sale:                  $________

     Outstanding Note Balance of Notes Sold:                           $________

     Outstanding Note Balance of Notes Retained:                       $________

E.   Purchase Percentage:                                               _______%

[Purchasing Purchaser]

             Commitment Percentage:                                     _______%

             Commitment:                                               $________

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

Address for Notices:

Investing Office:


                                      -1-
<PAGE>

                                                                 SCHEDULE III TO
                                                             TRANSFER SUPPLEMENT

                                     Form of
                            Transfer Effective Notice

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

            The undersigned, as Agent under the Note Funding Agreement, dated as
of May 1, 2006, among BXG TIMESHARE TRUST I, as Issuer,  BLUEGREEN  CORPORATION,
as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor,
the Purchasers  parties  thereto and Branch Banking and Trust Company,  as Agent
for  the   Purchasers   thereunder,   acknowledges   receipt  of  five  executed
counterparts  of a  completed  Transfer  Supplement.  [Note:  attach  copies  of
Schedules I and II from such  Agreement.]  Terms defined in such  Supplement are
used herein as therein defined.

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

Very truly yours,


BRANCH BANKING AND TRUST COMPANY, as Agent


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


                                       1
<PAGE>

                                                                       EXHIBIT D

                            FORM OF BORROWING NOTICE

            NOTE FUNDING AGREEMENT (the  "Agreement"),  dated as of May 1, 2006,
by and among BXG TIMESHARE  TRUST I, a Delaware  statutory trust (the "Issuer"),
BLUEGREEN  CORPORATION,  a Massachusetts  corporation  ("Bluegreen"),  BLUEGREEN
TIMESHARE FINANCE CORPORATION I, a Delaware  corporation (the "Depositor"),  the
PURCHASERS from time to time parties hereto (collectively, the "Purchasers") and
BRANCH  BANKING AND TRUST COMPANY  ("BB&T"),  a North Carolina  corporation,  as
agent for the Purchasers  (together  with its  successors in such capacity,  the
"Agent").

Purchaser:                       _______________________________________________

Issuer:                          BXG Timeshare Trust I

Requested Funding Date:          _______________________________________________

Transmission Date:               _______________________________________________

Timeshare Loans to be Pledged:              See attachment

Borrowing Base Prior to Funding:            $________________

Borrowing Base After Funding:               $________________

Available Commitment Prior to Funding:      $________________

Available Commitment After Funding:         $________________

Requested Wire Amount                       $________________

Wire Instructions:


                                       2
<PAGE>

Requested by:

BXG TIMESHARE TRUST I

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

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

BLUEGREEN CORPORATION

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

BLUEGREEN TIMESHARE FINANCE CORPORATION I

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


                                       2
<PAGE>

                                                                      Attachment

               SCHEDULE OF TIMESHARE LOANS PROPOSED TO BE PLEDGED

This  schedule  will be  supplemented  from  time to  time  by the  Schedule  of
Timeshare  Loans  attached to a borrowing  notice dated  subsequent  to the date
hereof. Each such Schedule of Timeshare Loans shall be deemed to be incorporated
herein and made a part hereof for all purposes.


                                       1
<PAGE>

                                                                       EXHIBIT E

                  CONDITIONS PRECEDENT TO INITIAL FUNDING DATE

(1) Delivery of the completed Exhibit I to the Indenture with ratings acceptable
to the Agent;

(2) Written  confirmation of the number of the deposit account to be established
and maintained by Bank of America for the Issuer pursuant to the Deposit Account
Control Agreement; and

(3) Written confirmation of the number of the Credit Card Account.


                                       1
<PAGE>

                                                                      SCHEDULE A

                           Subsidiaries and Divisions


                                       1
<PAGE>

                                                                      SCHEDULE B

                                   Tradenames


                                       1
<PAGE>

                                                                      SCHEDULE C

                              Material Transactions


                                       1
<PAGE>

                                                                 SCHEDULE 4.1(k)

                                  Tax Schedule

      In March 2006,  the  Tennessee  Audit  Division (the  "Division")  advised
Bluegreen  that rather than follow  through with its intention to impose a sales
tax on sales of vacation ownership interests in Tennessee, it intends to seek to
impose  a  sales  tax on the  use of  accommodations  in  Bluegreen's  Tennessee
properties by Bluegreen's customers.  The division has not commenced an audit of
these  transactions  and it has not yet identified the years that they intend to
audit.  The Division's  previous audits covered the period from December 1, 2001
through  December  31,  2004.  The  Division  has  not  formally   assessed  the
accommodations tax yet, nor have they estimated the amount they are intending to
assess. While in the past the timeshare industry has been successful in avoiding
the  imposition  by various  states of sales tax on the  reservation  and use of
accommodations  by timeshare  owners,  there is no assurance  that no such taxes
will be  imposed.  Bluegreen  intends to  vigorously  oppose any  assessment  of
accommodations tax by the Division.

      Bluegreen Southwest One, L.P.,  ("Southwest"),  a subsidiary of Bluegreen,
is the developer of the Mountain Lakes  subdivision  in Texas.  One of the lakes
that is an amenity in the development has not filled to the expected level. This
condition has resulted in consumer complaints from property owners. Southwest is
investigating  the causes  for the  failure  of the lake to fill.  Bluegreen  is
unable to predict  the  results of this  investigation,  the  potential  cost to
correct the condition or the consequences in the event that the condition cannot
be corrected.

      Also related to the Mountain Lakes  subdivision  is litigation  related to
the  development  of mineral  rights within the  subdivision.  In April 2006, in
Lesley,  et al v.  Bluegreen  Southwest  One,  L.P.  acting  through its general
partner Bluegreen Southwest Land, Inc., et al, Cause No. 28006 District Court of
the 266th  Judicial  District,  Erath County,  Texas,  plaintiffs  filed a First
Amended Original Petition (April 2006).  Pursuant to this First Amended Original
Petition,  plaintiffs  seek to develop  mineral  interests in the Mountain Lakes
subdivision and to recover damages from Southwest,  alleging breach of contract,
breach of fiduciary duty,  tortious  interference  with existing and prospective
relationships  and intentional  invasion or interference with property rights by
Southwest, for allegedly interfering with the development of mineral rights held
by plaintiffs. Plaintiffs' claims against Bluegreen Southwest One, L.P. total in
the  aggregate  $25  million.  Bluegreen  is still in the  process of  reviewing
plaintiffs' allegations;  however, based on the information currently available,
Bluegreen  believes that the claims lack merit and intends to defend  vigorously
against them.


                                       1