Execution Copy

EXHIBIT 10.111

AMENDED AND RESTATED

SALE AND SERVICING AGREEMENT

Dated as of April 17, 2002

among

BLUEGREEN RECEIVABLES FINANCE CORPORATION V,
as Depositor

BXG RECEIVABLES NOTE TRUST 2001-A,
as Issuer

BLUEGREEN CORPORATION,
as Seller and Servicer

CONCORD SERVICING CORPORATION,
as Backup Servicer

VACATION TRUST, INC.,
as Club Trustee,

and

U.S. BANK NATIONAL ASSOCIATION

(formerly known as U.S. Bank Trust National Association), as Indenture Trustee and Custodian

BXG RECEIVABLES NOTE TRUST 2001-A
ASSET BACKED NOTES, SERIES 2001-A

                                Table of Contents
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ARTICLE I     DEFINITIONS; RULES OF CONSTRUCTION...............................2

     Section 1.1.  Definitions.................................................2
     Section 1.2.  Use of Words and Phrases...................................21
     Section 1.3.  Captions; Table of Contents................................21
     Section 1.4.  Opinions...................................................22

ARTICLE II    REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR, THE SERVICER,
              THE SELLER,  THE CLUB TRUST, THE CLUB TRUSTEE AND CONVEYANCE
              OF THE RECEIVABLES..............................................23

     Section 2.1.  Representations and Warranties of the Depositor, the
                   Seller and the Servicer....................................23
     Section 2.2.  Representations and Warranties of the Seller Regarding
                   the Receivables............................................28
     Section 2.3.  Conveyance of the Receivables..............................37
     Section 2.4.  Acceptance by Indenture Trustee............................39
     Section 2.5.  Additional Purchases, Transfers and Substitution of
                   Receivables................................................39

ARTICLE III   ACCOUNTS, DISBURSEMENTS AND RELEASES............................41

     Section 3.1.  Establishment of Accounts..................................41
     Section 3.2.  Flow of Funds..............................................41
     Section 3.3.  Investment of Accounts; Reserve Account....................43
     Section 3.4.  Payment of Issuer Expenses.................................44
     Section 3.5.  Accounting and Directions by Servicer......................44
     Section 3.6.  Reports by the Servicer to Agent...........................44
     Section 3.7.  Reports by Servicer........................................45

ARTICLE IV    ADMINISTRATION AND SERVICING OF RECEIVABLES.....................46

     Section 4.1.  The Servicer...............................................46
     Section 4.2.  Collection of Certain Receivable Payments..................49
     Section 4.3.  Withdrawals from the Note Account..........................50
     Section 4.4.  Maintenance of Hazard Insurance; Property Protection
                   Expenses...................................................51
     Section 4.5.  Fidelity Bond..............................................51
     Section 4.6.  Indenture Trustee to Cooperate.............................51
     Section 4.7.  Servicing Compensation; Payment of Certain Expenses by
                   Servicer...................................................52
     Section 4.8.  Annual Statement as to Compliance..........................52
     Section 4.9.  Access to Certain Documentation and Information Regarding
                   the Receivables............................................53
     Section 4.10. Payment of Taxes Insurance and Other Charges...............53
     Section 4.11. Optional Purchase of Defaulted Receivables.................54
     Section 4.12. Monthly Report.............................................54
     Section 4.13. Sales and Inventory Reports................................54
     Section 4.14. Quarterly Financial Reports................................54
     Section 4.16. Audit Reports..............................................55
     Section 4.17. Other Reports..............................................55


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     Section 4.18. SEC Reports................................................55
     Section 4.19. Servicer Remarketing.......................................55
     Section 4.20. Administrative Duties of the Issuer........................56
     Section 4.21. Financial Covenants of the Servicer. So long as the
                   Servicer is Bluegreen, the Servicer makes the following
                   covenants:.................................................56
     Section 4.22. Backup Servicer............................................56
     Section 4.23. Retention of Servicer......................................58
     Section 4.24. Continuation of Servicing..................................58

ARTICLE V     THE SELLER, THE DEPOSITOR, THE SERVICER AND THE CLUB TRUSTEE....60

     Section 5.1.  Liability..................................................60
     Section 5.2.  Merger or Consolidation....................................60
     Section 5.3.  Limitation on Liability of the Servicer and Others.........60
     Section 5.4.  Servicer Not to Resign.....................................60
     Section 5.5.  Delegation of Duties.......................................61
     Section 5.6.  Indemnification of the Issuer by the Servicer..............61
     Section 5.7.  Hedging Requirements.......................................61
     Section 5.8.  General Covenants of the Club Trustee......................62

ARTICLE VI    TERMINATION EVENTS..............................................65

     Section 6.1.  Servicer Termination Events................................65
     Section 6.2.  Trustee to Act; Appointment of Successor...................67
     Section 6.3.  Waiver of Servicer Termination Events......................68
     Section 6.4.  Notification to Noteholders................................68

ARTICLE VII   TERMINATION.....................................................70

     Section 7.1.  Termination................................................70

ARTICLE VIII  MISCELLANEOUS...................................................71

     Section 8.1.  Acts of Noteholders........................................71
     Section 8.2.  Recordation of Agreement...................................71
     Section 8.3.  Duration of Agreement......................................71
     Section 8.4.  Successors and Assigns.....................................71
     Section 8.5.  Severability...............................................71
     Section 8.6.  Governing Law; Submission to Jurisdiction..................71
     Section 8.7.  Counterparts...............................................72
     Section 8.8.  Amendment..................................................72
     Section 8.9.  Specification of Certain Tax Matters.......................72
     Section 8.10. Notices....................................................73
     Section 8.11. Benefits of Agreement......................................74
     Section 8.12. Legal Holidays.............................................74
     Section 8.13. No Petition................................................74
     Section 8.14. Limitation of Liability of Owner Trustee...................74


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EXHIBITS:
---------

     Exhibit A     Form of Addition Date Notice
     Exhibit B     Club Trust Agreement
     Exhibit C     Collection Policy
     Exhibit D     Credit Policy
     Exhibit E     List of Resorts
     Exhibit F     List of Servicing Officers
     Exhibit G     Form of Request For Release Of Documents
     Exhibit H     Form of Addition Agreement
     Exhibit I     Form of Substitution Agreement
     Exhibit J     Description of Magnetic Tape preparation
     Exhibit K     Form of Servicer Extension Notice
     Exhibit L     Form of Monthly Report

SCHEDULES:
----------

     Schedule  I   List Of Receivables
     Schedule  II  Lock-Box Bank
     Schedule  III Form of Additional Resort Information
     Schedule  IV  Summary Report
     Schedule  V   Backup Servicing Fee Schedule
     Schedule  VI  Club Trustee Covenants

This AMENDED AND RESTATED SALE AND SERVICING AGREEMENT dated as of April 17, 2002 by and among BXG RECEIVABLES NOTE TRUST 2001-A, a Delaware business trust (the "Issuer" or the "Trust"), BLUEGREEN RECEIVABLES FINANCE CORPORATION V, a Delaware corporation (the "Depositor"), BLUEGREEN CORPORATION, a Massachusetts corporation, in its capacities as the Seller and the Servicer (respectively, together with its permitted successors and assigns in such capacities, the "Seller" or the "Servicer"), CONCORD SERVICING CORPORATION, an Arizona corporation, in its capacity as Backup Servicer (together with its successors and assigns in such capacity, the "Backup Servicer"), Vacation Trust, Inc., a Florida corporation, as Club Trustee under the Club Trust Agreement (the "Club Trustee"), and U.S. BANK NATIONAL ASSOCIATION (formerly known as U.S. Bank Trust National Association), a national banking association, in its capacity as the indenture trustee on behalf of the Noteholders (together with its successors and assigns in such capacity, the "Indenture Trustee") and in its capacity as Custodian under the Custodial Agreement (together with its successors and assigns in such capacity, the "Custodian") amends and restates in its entirety, the Sale and Servicing Agreement dated as of June 29, 2001, by the parties hereto (the "Old Sale and Servicing Agreement").

WHEREAS, the Seller is engaged in the business of originating, purchasing and servicing contracts and mortgage loans secured by timeshare Intervals (as defined herein);

WHEREAS, the Seller desires to sell to the Depositor and the Depositor desires to purchase from the Seller, and the Depositor desires to sell to the Issuer and the Issuer desires to purchase from the Depositor, from time to time, certain contracts and mortgage loans and certain monies received with respect thereto after the applicable Cut-Off Date or Additional Cut-Off Date; and

WHEREAS, the Club Trustee is a limited purpose entity which, on behalf of the Beneficiaries, holds title to certain Intervals and Deeds relating to Receivables sold pursuant to this Agreement; and

WHEREAS, the Servicer has agreed to service the Receivables, in accordance with the terms of this Agreement; and

WHEREAS, Concord Servicing Corporation is willing to serve as Backup Servicer hereunder;

WHEREAS, U.S. Bank National Association is willing to serve as Custodian under the Custodial Agreement and Indenture Trustee under the Indenture; and

WHEREAS, ING Capital LLC has acquired all the Issuer's Asset-Backed Notes, Series 2001-A from Credit Suisse First Boston, New York Branch ("CSFB"), has replaced CSFB as Agent under the Related Documents and has requested the changes to the Old Sale and Servicing Agreement reflected herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Issuer, the Depositor, the Seller, the Servicer, the Backup Servicer, the Custodian, and the Indenture Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, the following terms shall have the meanings set forth below: Except as otherwise specified herein or as the context may otherwise require, for all purposes of this Agreement, capitalized terms used but not otherwise defined herein have the meanings set forth in the Indenture.

"Accommodation": As defined in the Club Trust Agreement.

"Account": Any account established in accordance with Section 3.1 hereof.

"Addition Agreement": As defined in Section 2.5.

"Additional Cut-Off Date": With respect to any Addition Date the 15th day of the month immediately preceding such Addition Date.

"Additional Receivable": Each Receivable which pursuant to Section 2.5 is included as an Additional Receivable and Substitute Receivables.

"Additional Resorts": Those certain timeshare vacation resorts which the Agent may approve in the future and with respect to which Receivables may be purchased under this Agreement, which written approval shall be in the Agent's reasonable discretion and for which the Seller and the Depositor shall provide the closing materials described in Exhibit I-2 to Schedule III hereto.

"Addition Date": Any date on which Additional Receivables are conveyed to the Issuer pursuant to Section 2.5, such date not to be later than the Facility Termination Date, including the Initial Addition Date.

"Addition Date Notice": The Addition Date Notice, substantially in the form of Exhibit A attached hereto and delivered pursuant to Section 2.5 hereof.

"Affiliate": With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agent": ING Capital LLC, in its capacity as agent for the purchasers parties to the Note Purchase Agreement and its successors and assigns in such capacity.

"Aggregate Outstanding Receivable Balance": With respect to any group of Receivables as of any date, the sum of the outstanding Receivable Balances of all such Receivables in such group as of such date.

"Agreement": This Sale and Servicing Agreement, as it may be amended from time to time, including the Exhibits and Schedules hereto.

"Amortization Event": As defined in Section 5.1 of the Indenture.

"Aruba Receivables": A Receivable relating to the Resort commonly known as LaCabana Beach and Racquet Club.

"Asset Pool": At any time, all then outstanding Assets which have been conveyed to the Trust under this Agreement.

"Assets": As defined in Section 2.3 of this Agreement.

"Assignment": With respect to the Receivables, the original instruments of assignment of such Receivables in recordable form by the Seller in blank or in the name of the Indenture Trustee on behalf of the Noteholders.

"Authorized Officer": With respect to any Person, any officer of such Person who is authorized to act for such Person in matters relating to this Agreement, and whose action is binding upon, such Person; with respect to the Depositor or the Servicer, initially including those individuals whose names appear on the lists of Authorized Officers delivered on or before the Initial Addition Date; with respect to the Indenture Trustee or Custodian, any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Agreement.

"Available Funds": As to any Payment Date, the sum of all amounts described in clauses (i) through (vii) inclusive, of Section 4.2(b) received by the Servicer (including any amounts paid by the Servicer and the Seller and excluding any amounts not required to be deposited in the Note Account pursuant to Section 4.2(b) or withdrawn by the Indenture Trustee or the Servicer pursuant to Sections 4.3(b), (c), (d), (e) or (f) in respect of the Receivables) during the related Collection Period. No amount included in this definition by virtue of being described by any component of the definition thereof shall be included twice by virtue of also being described by any other component or otherwise.

"Backup Servicer": Concord Servicing Corporation, an Arizona corporation, and any successor hereunder.

"Backup Servicing Agreement": The Amended and Restated Backup Servicing Agreement dated as of April 17, 2002, among the Issuer, the Depositor, the Servicer, the Agent,

the Backup Servicer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

"Backup Servicing Fee": As defined in the Backup Servicing Agreement.

"Beneficiary": As defined in the Club Trust Agreement.

"BIF": The Bank Insurance Fund, as from time to time constituted, created under the Financial Institutions Reform, Recovery and Enhancement Act of 1989, or, if at any time after the execution of this Agreement the Bank Insurance Fund is not existing and performing duties now assigned to it, the body performing such duties on such date.

"Business Day": Any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banking institutions in the states of Delaware, New York, Massachusetts or the state in which the Corporate Trust Office is located are authorized or obligated by law or executive order to be closed.

"Capital Stock": With respect to a Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity.

"Carry-Forward Amount": As to any Payment Date, the sum of (i) the amount, if any, by which (x) the Current Interest for the immediately preceding Payment Date exceeded (y) the amount of the actual distribution made to the Noteholders on such immediately preceding Payment Date pursuant to Section 3.2(a)(iv) or 3.2(b)(iv) hereof plus (ii) 30 days' interest on such excess at the Base Rate (as defined and calculated in the Note Purchase Agreement) plus 1.0% per annum to the extent permitted by law.

"Charge Card Fee Payment": With respect to each payment made by an Obligor by use of a credit card, the aggregate of all processing and transaction fees deducted from such payment.

"Closing Date": June 29, 2001.

"Club": The club formed pursuant to the Club Trust Agreement as well as any other club approved by the Trust.

"Club Management Agreement": The Amended and Restated Management Agreement between Bluegreen Resorts Management, Inc. and Vacation Trust, Inc. dated as of May 18, 1994, as amended from time to time.

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

"Club Trust Agreement": Collectively, that certain Bluegreen Vacation Club Amended and Restated Trust Agreement, dated as of May 18, 1994, among Bluegreen Vacations Unlimited, Inc., the Club Trustee, Bluegreen Resorts Management, Inc. and Bluegreen Vacation Club, Inc., as amended, restated or otherwise modified from time to time, set forth on Exhibit B to this Agreement together with all other agreements, documents and instruments governing the operation of the Club.

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

"Code": The Internal Revenue Code of 1986, as amended.

"Collection Period": With respect to each Payment Date, the period commencing on the sixteenth (16th) day of the second month preceding the month of such Payment Date and ending on the fifteenth (15th) day of the month immediately preceding the month of such Payment Date; provided that the Collection Period with respect to the initial Payment Date shall commence on the day after the initial Cut-Off Date and end on the fifteenth day of the month prior to the first Payment Date.

"Collection Policy":. The Collection Policy attached hereto as Exhibit C, as amended or supplemented from time to time with the prior written consent of the Agent.

"Collections": With respect to any Receivable and related Assets, all cash collections and other cash proceeds of such Assets received after the Cut-Off Date.

"Completed Units": A Unit at a Resort or Additional Resort which has been fully constructed and furnished, has received a valid permanent certificate of occupancy, is ready for occupancy and is subject to a timeshare declaration.

"Computer Disk": The computer disk generated by the Servicer which provides information relating to the Receivables and which is used by the Servicer in servicing the Receivables conveyed to the Depositor pursuant to this Agreement (and any Addition Agreement or Substitution Agreement), and includes the master file and the history file as well as servicing information with respect to the Receivables.

"Consolidated Net Worth": On a consolidated basis for Bluegreen and its subsidiaries, at any date, (i) the sum of (a) capital stock taken at par or stated value plus (b) capital of Bluegreen in excess of par or stated value relating to capital stock plus (c) retained earnings (or minus any retained earning deficit) of Bluegreen minus (ii) the sum of treasury stock, capital stock subscribed for and unissued and other contra-equity accounts, all determined in accordance with GAAP.

"Corporate Trust Office": The meaning specified in the Indenture.

"Credit Policy": The Seller's credit policy or policies and practices, existing on the date hereof and attached hereto as Exhibit D, as amended, supplemented or otherwise modified and in effect from time to time in compliance with the terms of the Note Purchase Agreement.

"Current Interest": With respect to any Payment Date, the Note Monthly Interest with respect to the related Interest Period plus the related Carry-Forward Amount.

"Custodial Agreement": That certain Amended and Restated Custodial Agreement dated as of April 17, 2002 by and among the Indenture Trustee, the Agent, the other Persons from time to time parties thereto, the Issuer, the Custodian and Bluegreen Corporation, as the same may be amended, supplemented or otherwise modified from time to time providing for the custody and maintenance of the Receivables Documents relating to the Receivables.

"Custodian": As defined in recitals.

"Cut-Off Date": With respect to each Purchased Receivable (including Additional Receivables), the date specified in the related List of Receivables, after which Collections on such Purchased Receivable are to constitute part of the Asset Pool.

"Cut-Off Date Principal Balance": As to any Receivable, the original principal amount of such Receivable minus all payments applied to reduce such original principal amount on or before the Cut-Off Date or Additional Cut-Off Date, as the case may be.

"Deeds": The writing evidencing title in the Club Trustee on behalf of the Beneficiaries referred to in, and subject to the other provisions of, the Club Trust Agreement, with respect to Intervals relating to Receivables.

"Defaulted Receivable": A Receivable in the Asset Pool as to which either of the following shall have occurred (i) the Servicer has determined in its sole discretion, in accordance with its customary and usual practices, that such Receivable is not collectible, or (ii) all or part of any payment due thereunder is 90 days or more Delinquent.

"Default Ratio (Serviced)": As of any Test Date, the product of (i) 12 and
(ii) the ratio, (expressed as a percentage) the numerator of which is the aggregate outstanding principal balance of all Tested Assets which became defaulted during the related Fiscal Month and, pursuant to the Servicer's procedures, were placed into inventory and made available for re-sale (less any reinstatements), and the denominator of which is the aggregate outstanding principal balance of all Tested Assets as of the end of such Fiscal Month.

"Defective Receivable": Any Receivable subject to repurchase by the Seller pursuant to Section 2.1 or 2.2.

"Delinquency Ratio (Serviced)": With respect to any Test Date, the ratio (expressed as a percentage) of (i) the aggregate outstanding receivables balance of all Tested Assets that were 30 days Delinquent or greater (excluding Test Assets that were included in the calculation of Default Ratio (Serviced) and are serviced by the Servicer divided by (ii) the aggregate outstanding receivables balance of all such Test Assets, in each case as of the last day of the related Fiscal Month.

"Delinquent": A Receivable is Delinquent if, with respect to such Receivable, any payment thereon is not made by the Obligor by the close of business on the related Due Date. A

Receivable is "30 days Delinquent" if such payment has not been received by the close of business on the 30th day following the related Due Date. By way of example, an Obligor whose Due Date is April 1 and did not make such payment as of the close of business on May 1 (30 days past the related Due Date) would be considered "30 days Delinquent" as of the open of business on May 2nd.

"Deposit Amount": With respect to any substitution of Receivables pursuant to Section 2.5 or Section 4.11, the positive excess, if any, of (i) the Aggregate Outstanding Receivable Balance of the Replaced Receivables over (ii) the Aggregate Outstanding Receivable Balance as of the related Cut-Off Date of the Receivables being transferred to the Asset Pool on any Business Day in respect of such substitution.

"Depositor": Bluegreen Receivables Finance Corporation V, a Delaware corporation, or any permitted successor or assign.

"Determination Date": With respect to any Payment Date, the day which is three (3) Business Days prior to such Payment Date.

"Due Date": With respect to any Receivable, the day of the month on which the Monthly Payment is due from the Obligor exclusive of any days of grace.

"Eligible Account": A segregated trust or direct deposit account with a Qualified Institution.

"Eligible Investments": One or more of the following:

(a) Federal funds, certificates of deposit, time deposits, and bankers' acceptances (having original maturities of not more than 365 days) of any domestic bank, the short-term debt obligations of which have been rated at least A-1 by Standard & Poor's and P-1 by Moody's (a "Qualified Bank");

(b) Deposits of any bank or savings and loan association (the long-term deposit rating of which is Baa2 or better by Moody's and BBB or better by Standard & Poor's) which has combined capital, surplus and undivided profits of at least $50,000,000 which deposits are insured by the FDIC and made in aggregate amounts less than the limits insured by the FDIC;

(c) Commercial paper (having original maturities of not more than 270 days) rated in the highest short-term rating categories of Standard & Poor's and Moody's;

(d) Investments in no-load money market funds registered under the Investment Company Act of 1940 whose shares are registered under the Securities Act and rated AAAm or AAAm-G by Standard & Poor's and Aaa by Moody's;

(e) direct obligations of, and obligations fully guaranteed by, the United States of America;

(f) repurchase agreements fully collateralized by possession of obligations of the type specified in clause (e) above; provided, however, that investments in such repurchase agreements shall mature within three days of the acquisition thereof and; provided further, that such agreements shall be entered into with a Qualified Bank;

(g) money market accounts or money market mutual funds investing primarily in obligations of the United States government, and further investing exclusively in debt obligations, provided, however, that such money market accounts or money market mutual funds shall be rated at least A-1 by Standard & Poor's and P-1 by Moody's;

(h) Demand and time deposits in, certificates of deposit of, bankers' acceptances issued by, or federal funds sold by any depository institution or trust company (including the Indenture Trustee or any Affiliate of the Indenture Trustee, acting in its commercial capacity) incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal and /or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, the commercial paper or other short-term deposits of such depository institution or trust company (or, in the case of a depository institution which is the principal subsidiary of a holding company, the commercial paper or other short term debt obligations of such holding company) are rated at least P-1 by Moody's and at least A-1 by Standard & Poor's; and

(i) such other investments as may from time to time be agreed to by the Servicer and the Agent in writing;

provided that no instrument described above shall evidence either the right to receive (i) only interest with respect to the obligations underlying such instrument or (ii) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provided a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations; and provided, further, that all instruments described hereunder shall mature at par on or prior to the next succeeding Payment Date unless otherwise provided in this Agreement and that no instrument described hereunder may be purchased at a price greater than par if such instrument may be prepaid or called at a price less than its purchase price prior to stated maturity.

"Eligible Receivable": For any date of determination, any Receivable which satisfies the following conditions:

(i) each representation and warranty with respect to such Receivable set forth in Section 2.2 hereof, on such date of determination, is true and correct; provided that representations
2.2(a)(iii) (payments past due), and 2.2(a)(lv) (Defaulted Receivable) shall not be included in this definition because such Receivables are addressed in clauses (ii) below; and

(ii) such Receivable is not a Defaulted Receivable.

For purposes of this definition and the calculation of the Borrowing Base, the eligibility of Receivables will be determined from time to time, such that a Receivable that was an Eligible Receivable at one time but that subsequently fails to meet all applicable eligibility requirements (including the truth and accuracy of each of the representations and warranties described in (i) above) will no longer be an Eligible Receivable (unless and until it again meets all applicable eligibility requirements). It being further agreed and understood that the sole remedy against the Seller under the Sale and Servicing Agreement for a breach of a representation or warranty by the Seller in Section 2.2(a) shall be the repurchase or substitution of the related Receivable in accordance with the terms hereof.

"Equity Offering": An offering by Bluegreen Corporation of any of its Capital Stock.

"Excluded Receivables Balance": With respect to any day, the sum, without duplication, of the following amounts:

(i) the amount by which the Aggregate Outstanding Receivables Balance of Eligible Receivables relating to an Obligor or group of Affiliate Obligors exceeds 0.20% of the Aggregate Outstanding Receivables Balance of all Eligible Receivables, plus

(ii) the amount by which the Aggregate Outstanding Receivables Balance of Eligible Receivables other than Land Receivables with an initial term to maturity of more than 120 months exceeds 1% of the Aggregate Outstanding Receivables Balance of all Eligible Receivables, plus

(iii) the amount by which the Aggregate Outstanding Receivables Balance of any Eligible Receivables relating to any Obligor or Affiliate Obligors exceeds $100,000, plus

(iv) the amount by which the Aggregate Outstanding Receivables Balance of Aruba Receivables relating to Obligors that are non-United States resident exceeds 40% of the Aggregate Outstanding Receivables Balance of all Aruba Receivables, plus

(v) the amount by which the Aggregate Outstanding Receivables Balance of Receivables relating to Obligors that are non-United States resident exceeds 10% of the Aggregate Outstanding Receivables Balance of all Eligible Receivables, plus

(vi) the amount by which the Aggregate Outstanding Receivables Balance of Eligible Receivables relating to Land Receivables exceeds 15% of the Aggregate Outstanding Receivables Balance of all Eligible Receivables, plus

(vii) the amount by which the Aggregate Outstanding Receivables Balance of Eligible Receivables relating to Land Receivables exceeds 10% of the Facility Limit, plus

(viii) the amount by which the Aggregate Outstanding Receivables Balance of Eligible Receivables relating to Aruba Receivables exceeds 5% of the Aggregate Outstanding Receivables Balance of all Eligible Receivables, plus

(ix) the amount by which the Aggregate Outstanding Receivables Balance of Eligible Receivables relating to Aruba Receivables exceeds 5% of the Facility Limit, plus

(x) the amount of the Aggregate Outstanding Receivables Balance of Eligible Receivables with a Receivable Rate of less than 14.90% necessary to increase the weighted average Receivable Rate (weighted on the basis of Receivable Balance) of all Eligible Receivables to at least 14.90%, plus

(xi) the amount by which the Aggregate Outstanding Receivables Balance of Eligible Receivables relating to any one Resort exceeds 40% of the Aggregate Outstanding Receivables Balance of all Eligible Receivables, plus

(xii) the amount by which the Aggregate Outstanding Receivables Balance of Eligible Receivables relating to Obligors with billing addresses in any one state exceeds 20% of the Aggregate Outstanding Receivables Balance of all Eligible Receivables, plus

(xiii) the amount by which the Aggregate Outstanding Receivables Balance of all Eligible Receivables for which the related Obligor is an employee or a relative of an employee of Bluegreen or any Subsidiary exceeds 0.5% of the Aggregate Outstanding Receivables Balance of all Eligible Receivables, plus

(xiv) the amount by which the Aggregate Outstanding Receivables Balance of Eligible Receivables which have been impaired, waived, altered, or modified more than once exceeds 1% of the Aggregate Outstanding Receivables Balance of all Eligible Receivables.

"Extension Date": April 17, 2002.

"Facility Limit": As of the Extension Date, $125,000,000, and thereafter aggregate amount of the Commitments (as defined in the Note Purchase Agreement and as such Commitments may be reduced from time to time pursuant to the Note Purchase Agreement); provided, however, that on the date of the closing of the initial Takeout Financing (as defined in the Note Purchase Agreement), unless the Agent shall have delivered a letter to the contrary to the Issuer, the "Facility Limit" shall be reduced to $75,000,000.

"Facility Termination Date": As defined in the Note Purchase Agreement.

"FDIC": The Federal Deposit Insurance Corporation, a corporate instrumentality of the United States, or any successor thereto.

"Fees": As defined in the Note Purchase Agreement.

"Finance Charges": With respect to a Receivable, any finance, interest, or similar charges owing by an Obligor or another Person pursuant to such Receivable.

"Fiscal Month": The fiscal month of the Servicer pursuant to the Servicer's financial statements, which for each fiscal quarter shall consist of two fiscal months of four weeks each and one fiscal month of five weeks.

"Fitch": Fitch, Inc.

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

"Hedge Agreement": Any interest rate cap agreement, which the Agent may require the Issuer to enter into at any time, pursuant to Section 5.7 hereof.

"Indebtedness": With respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) all obligations of such Person under capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof., and (e) all Indebtedness of other Persons to the extent guaranteed by such Person

"Indenture": The Amended and Restated Indenture, dated as of April 17, 2002, between the Issuer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

"Indenture Trustee": U.S. Bank National Association (formerly known as U.S. Bank Trust National Association), a national banking association, the Corporate Trust Office of which is located on the date of execution of this Agreement at 180 East Fifth Street, St. Paul, Minnesota, not in its individual capacity but solely as Indenture Trustee under the Indenture, and any successor hereunder.

"Initial Addition Date": The first Addition Date after the Closing Date pursuant to which the Initial Receivables are purchased by the Depositor.

"Initial Receivables": Each Receivable identified on the List of Receivables delivered on the Initial Addition Date.

"Insurance Policy": With respect to any Receivable, an insurance policy covering physical damage to or loss of the related Interval or, if applicable, any title commitment or title policy covering the Mortgage, if any, securing such Receivable.

"Insurance Proceeds": Any proceeds received by the Servicer as a result of the payment of a claim on an Insurance Policy.

"Insured Expenses": Expenses incurred by the Servicer in connection with a Receivable under which the Obligor is in default, which expenses are covered by a Standard Hazard Insurance Policy and are paid by an insurer under any such policy.

"Intangible Asset": A nonphysical, noncurrent right that gives Bluegreen or any of its subsidiaries an exclusive or preferred position in the marketplace including but not limited to a copyright, patent, trademark, goodwill, organization costs, capitalized advertising cost, computer programs, licenses for any of the preceding, government licenses (e.g., broadcasting or the right to sell liquor), leases, franchises, mailing lists, exploration permits, import and export permits, construction permits, and marketing quotas.

"Interest Period": As defined in the Note Purchase Agreement.

"Interval": With respect to any Resort or Additional Resort, (i) an undivided fee simple ownership interest as a tenant in common or (ii) a Resort Interest that is an ownership interest in real property substantially similar to an ownership interest described in clause (i) above, with respect to any Unit in such Resort or Additional Resort, with a right to use such Unit, or a Unit of such type, generally for one week annually or biannually, together with all appurtenant rights and interests as more particularly described in the Receivables Documents. The term "Interval" shall also include interests in Land Receivables purchased hereunder.

"Issuer" or "Trust": BXG Receivables Note Trust 2001-A, a Delaware business trust.

"Land Receivable": Receivables arising in connection with and secured by Mortgages on parcels of real property.

"Leverage Ratio": With respect to any Person as of a date of determination, the ratio of (i) the Indebtedness of such person on such date to (ii) the Tangible Net Worth of such person on such date.

"Lien": Any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), equity interest, participation interest, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing.

"List of Receivables": The list identifying each Receivable constituting part of the Assets, which list shall consist of the initial List of Receivables reflecting the Receivables purchased on the initial Purchase Date, together with any Additional Receivables set forth on each Subsequent List of Receivables transferred to the Trust on the related Addition Date, and

which list in each case (a) identifies each Receivable included in the Asset Pool, and (b) sets forth as to each such Receivable (i) the Receivable Balance as of the applicable Cut-Off Date, and (ii) the maturity date for each listed Receivable.

"Loan-to-Sale Ratio": As to each Land Receivable, the ratio, expressed as a percentage, of the principal amount of such Receivable as of the applicable Cut-Off Date to the purchase price paid by the related Obligor for the parcel of land (including taxes, insurance and any land improvements).

"Lock-Box Account": An account maintained in the name of the Indenture Trustee at a Lock-Box Bank for the purpose of receiving Collections from Receivables.

"Lock-Box Bank": Fleet Bank, N.A., or any successor thereto appointed in accordance with the terms of this Agreement.

"Majority Noteholders": As defined in Section 6.3 hereof.

"Monthly Payment": With respect to each Receivable and any Collection Period, the payment of principal, if any, and interest due on the Due Date in such Collection Period with respect thereto.

"Monthly Report": The meaning provided in Section 4.12.

"Moody's": Moody's Investors Service, Inc. or any successor thereto.

"Mortgage": Any mortgage, deed of trust, purchase money deed of trust or deed creating a first lien on an Interval to secure debt granted by an Obligor to the originator of the Receivable with respect to the purchase of such Interval and/or the contribution of the same to the Club and otherwise encumbering the related Interval to secure payments or other obligations under such Receivable.

"Mortgage Note": The original note or other instrument of indebtedness evidencing the indebtedness of an Obligor under a Mortgage.

"Net Income": The aggregate, for all years or portion of a year ending after the Closing Date, of the consolidated net income (loss) of Bluegreen Corporation and its consolidated Subsidiaries determined in accordance with GAAP.

"New Equity": The aggregate proceeds of all Equity Offerings after the Closing Date.

"Note": Any one of the notes substantially in the form attached to the Indenture as Exhibit A.

"Note Account": The segregated note account established in accordance with
Section 3.1 hereof and maintained at the Corporate Trust Office.

"Note Monthly Interest": The "Note Monthly Interest" as defined in the Note Purchase Agreement.

"Note Principal Balance": The meaning set forth in the Indenture.

"Note Purchase Agreement": The Amended and Restated Note Purchase Agreement dated as of April 17, 2002, among the Issuer, the Depositor, the Seller, the Servicer, the Purchasers parties thereto and the Agent, as the same may be amended, supplemented or otherwise modified from time to time.

"Noteholder": The Person in whose name a Note is registered in the Register.

"Obligor": A Person obligated to make payments with respect to a Receivable including any guarantor thereof.

"Officer's Certificate": A certificate signed by any Authorized Officer of any Person delivering such certificate and delivered to the Indenture Trustee.

"Operative Documents": Collectively, this Agreement, the Indenture, the Certificate of Trust, the Trust Agreement, the Note Purchase Agreement (including the related Fee Letter and all Joinder Supplements and Transfer Supplements), the Custodial Agreement, the Notes, the Certificates, the Backup Servicing Agreement and the Lockbox Agreement.

"Opinion of Counsel": One or more written opinions of counsel who may, except as otherwise expressly provided herein, be counsel to the Seller or an affiliate of the Seller and who shall be satisfactory to the Indenture Trustee and the Majority Noteholders.

"Original Aggregate Receivable Balance": The aggregate Cut-Off Date Principal Balance of all Initial Receivables.

"Original Note Principal Balance": The amount set forth on the Note.

"Outstanding": The meaning provided in the Indenture.

"Owner Trustee": Wilmington Trust Company, as owner trustee under the Trust Agreement, and any successor owner trustee under the Trust Agreement.

"Payment Date": The first Business Day of each month, commencing (i) if the Initial Addition Date is prior to the 15th day of any month, the first calendar month after the Initial Addition Date or (ii) otherwise the second calendar month after the Initial Addition Date.

"Percentage Interest": With respect to any Note at any time, a fraction, expressed as a decimal, the numerator of which is the Note Principal Balance represented by such Note and the denominator of which is the aggregate Note Principal Balance represented by all the Notes. With respect to the Certificates, the portion evidenced thereby, expressed as a percentage, as stated on the face of such Certificate, all of which shall total 100% with respect to the Certificates.

"Permitted Liens":

(a) with respect to Receivables in the Asset Pool:

(i) Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable, (ii) Liens in favor of the Depositor created pursuant to this Agreement, and (iii) Liens in favor of the Trust and the Indenture Trustee created pursuant to the Indenture and this Agreement;

(b) with respect to the related Interval:

(i) materialmen's, warehousemen's, mechanics' and other Liens arising by operation of law in the ordinary course of business for sums not due, (ii) Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable, (iii) Liens in favor of the Depositor created pursuant to this Agreement, (iv) Liens in favor of the Trust and the Indenture Trustee created pursuant to the Indenture and this Agreement, and (v) the Obligor's interest in the Interval under the Receivable whether pursuant to the Club Trust Agreement or otherwise; and

(c) with respect to Receivables and related Assets in the Asset Pool, any and all rights of the Beneficiaries referred to in the Club Trust Agreement under such Club Trust Agreement.

"Person": Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Principal Distribution Amount": As defined in the Indenture.

"Purchase": A purchase by the Trust of Receivables and related Assets from the Depositor pursuant to Article II of this Agreement, as described in Section 2.1(a) thereof.

"Purchase Date": The Initial Purchase Date and any Addition Date thereafter.

"Purchase Documents": Any purchase agreement and related sale and escrow documents executed and delivered by an Obligor to the Seller or the Additional Resort owners with respect to the purchase of an Interval which is the subject of a Receivable.

"Purchase Price": With respect to a Receivable, the fair market value of such Receivable as mutually agreed by the Seller, the Depositor and the Issuer, provided that, upon the request of the Agent, from time to time the Seller, the Depositor and the Issuer shall discuss the basis for establishing such fair market value.

"Purchased Receivable": Any Receivable purchased pursuant to Article II of this Agreement.

"Qualified Hedge Counterparty": Any financial institution with a short term rating of at least "A-1+" from S&P (or "A-1" if such institution has a long term credit rating of "AA" or higher) and "P-1" from Moody's.

"Qualified Institution": Either (a) the corporate trust department of the Indenture Trustee, or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (i)(A) which has either (1) a long-term unsecured debt rating of BBB or better by Standard & Poor's and Baa2 or better by Moody's or (2) a short-term unsecured debt rating or certificate of deposit rating of A-2 or better by Standard & Poor's or P-2 or better by Moody's or (B) the parent corporation of which has either (1) a long-term unsecured debt rating of BBB or better by Standard & Poor's and Baa2 or better by Moody's or
(2) a short-term unsecured debt rating or certificate deposit rating of A-2 or better by Standard & Poor's and P-2 or better by Moody's and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation.

"Qualified Insurer": Any insurance company or surety or bonding company licensed to do business and issue insurance in all relevant jurisdictions (including, in the case of an insurer under a Standard Hazard Insurance Policy, the jurisdiction in which each Interval covered by such policy is located).

"Rating Agency": Fitch, Moody's or Standard & Poor's.

"RDI Receivable": Receivables which have been originated by RDI Group, Inc.

"Receivable": A promissory note or other contract and its related security, if any, including but not limited to any Mortgage or security interest in the related Interval (any accessions thereto) and any and all rights to payments thereunder including any assignment documents relating thereto (i.e. an allonge relating to a note). Receivables includes Additional Receivables. The term "Receivables" shall also include "Aruba Receivables" and "Land Receivables".

"Receivable Balance": The actual unpaid principal balance of a Receivable.

"Receivable Rate": With respect to each Receivable, the interest rate per annum specified in the related Mortgage Note.

"Receivables Documents": With respect to a Receivable, the Receivable and all documents related to such Receivable, including

(i) the original of all applicable promissory notes with the related allonge or other assignment attached as required by this Agreement or the Custodial Agreement, signed (which maybe by facsimile) by an authorized officer of the Seller and showing a complete chain of endorsements from the original payee of the

promissory note to the Indenture Trustee: "Pay to the order of _____________, without recourse representation or warranty except as provided in the Sale and Servicing Agreement",

(ii) the original recorded or unrecorded Mortgage with evidence of delivery for filing (or, if the original of the recorded or unrecorded Mortgage is not available, a copy of such recorded or unrecorded Mortgage (with evidence of delivery for filing), in each case certified by an authorized officer of the Seller to be a true and correct copy)

(iii) an original assignment of the original Mortgage (which may be a part of a blanket assignment of more than one Mortgage Loan), from the Seller to the Indenture Trustee, with evidence of proper recordation, signed by an authorized officer of the Seller (or evidence from a third party that such assignment has been submitted for recordation),

(iv) the UCC financing statement, if any, evidencing that the security interest granted under such Receivable, if any, has been perfected under applicable state law,

(v) a copy of any recorded or unrecorded warranty deed transferring legal title to the related Interval or parcel, as applicable, to the Obligor,

(vi) an original lender's title insurance policy or title commitment or master policy referencing such Receivable and covering the Indenture Trustee for the benefit of the Agent on behalf of the Noteholders,

(vii) payment records,

(viii) the original of any related assignment, modification, guarantee or assumption agreement or, if such original is unavailable, a copy thereof certified by an authorized officer of the Seller to be a true and correct copy, current and historical computerized data files,

(ix) the original of any assumption agreement or any modification extension or refinancing agreement,

(x) the Purchase Documents,

(xi) the Assignment of such Receivable,

(xii) the application of the related Obligor to obtain the financing extended by such Receivable,

(xiii) all other papers and records of whatever kind or description, whether developed or originated by Bluegreen, the Seller or another Person, required to document, service or enforce a Receivable and

(xiv) any additional amendments, supplements, extensions, modifications or waiver agreements required to be added to the Receivables Document pursuant to this Agreement, the Credit Policy or the other Operative Documents.

"Recoveries": Any and all recoveries on account of a Defaulted Receivable, including, without limitation, any and all cash proceeds from the sale of repossessed or foreclosed Interval or other property, Insurance Proceeds and amounts related to overdue interest, as well as any amounts received from the Servicer Purchase/Substitution Option.

"Register": The note register maintained by the Registrar in accordance with Section 2.3 of the Indenture, in which the names of the Noteholders are set forth.

"Registrar": The Indenture Trustee, acting in its capacity as Registrar appointed pursuant to the Indenture, or any duly appointed and eligible successor thereto.

"Remarketing Fees": With respect to the Servicer's activities of remarketing an Interval relating to a Defaulted Receivable for which the Servicer did not exercise the Servicer Purchase/Substitution Option, an amount equal to 50% of the gross resale proceeds of such Interval.

"Replaced Receivable": Any Receivable which is removed from the Trust Estate pursuant to a substitution as set forth in Section 2.5.

"Repurchase Price": With respect to any Receivable purchased from the Issuer on any date pursuant to Section 2.2(b) or 2.4 hereof, an amount equal to the sum of (i) the Receivable Balance of such Receivable as of the date of purchase; and (ii) all accrued and unpaid interest on such Receivable to the end of the Collection Period preceding the Payment Date on which such Repurchase Price is included in Available Funds. With respect to any Defaulted Receivable purchased by the Servicer from the Issuer on any date pursuant to Section 4.11 hereof, an amount equal to the greater of (A) the product of (i) 24% and (ii) the initial Receivables Balance for such Receivable at origination and (B) the fair market value of such Defaulted Receivable, as determined by the Servicer.

"Required Hedge Amount": means 85% of the Eligible Receivable Balance or such lesser amounts specified by the Agent in writing.

"Required Payment": With respect to any Payment Date, the aggregate amounts owed and distributable pursuant to Section 3.2(a)(i) through (vii) on such Payment Date.

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

"Reserve Account": The segregated reserve account established in accordance with Section 3.1 hereof and maintained at the Corporate Trust Office.

"Reserve Requirement": With respect to any Payment Date, if the Borrowing Base is less than $5,000,000 as of the related Determination Date, $500,000, otherwise zero.

"Resort Interest": As defined in the Club Trust Agreement.

"Resorts": Those certain timeshare vacation resorts listed on Exhibit E hereto and any Additional Resorts.

"SAIF": The Savings Association Insurance Fund, as from time to time constituted, created under the Financial Institutions Reform, Recovery and Enhancement Act of 1989 or, if at any time after the execution of this Agreement the Savings Association Insurance Fund is not existing and performing duties now assigned to it, the body performing such duties on such date.

"Securities Act": The Securities Act of 1933, as amended.

"Seller": As defined in the preamble.

"Servicer": As defined in the preamble.

"Servicer Extension Notice": As defined in Section 4.23 hereof.

"Servicer Purchase/Substitution Option": As defined in Section 4.11 hereof.

"Servicer Termination Event": As defined in Section 6.1 hereof.

"Servicing Certificate": A certificate completed and executed by a Servicing Officer on behalf of the Servicer.

"Servicing Fee Rate": 1.50% per annum.

"Servicing Fee": With respect to any Payment Date, an amount equal to the product of (i) 1/12, (ii) the Servicing Fee Rate, and (iii) the Aggregate Outstanding Receivable Balance of all Receivables held by the Issuer as of the first day of the preceding Collection Period.

"Servicing Officer": Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Receivables whose name and specimen signature appear on a list of servicing officers furnished to the Indenture Trustee by the Servicer, as such list may be amended from time to time, initially set forth in Exhibit F hereto.

"Servicing Standard": As defined in Section 4.1(b) hereof.

"Stale Intervals": An Interval which has not been remarketed by the Servicer which relates to a Receivable which is 360 days delinquent.

"Standard Hazard Insurance Policy": With respect to each Receivable, the policy of fire and extended coverage insurance (and any federal flood insurance, if and to the extent applicable) required to be maintained for the related Interval as provided herein.

"Standard & Poor's": Standard & Poor's, a division of The McGraw-Hill Companies, Inc. or any successor thereto.

"Subordinated Indebtedness": Indebtedness of Bluegreen which is denoted in Bluegreen's audited financial statements as "subordinated indebtedness".

"Subsequent List of Receivables": A list, in the form of the initial List of Receivables delivered on the Initial Purchase Date, but which list includes and separately identifies, with respect to such list delivered in connection with a conveyance of Additional Receivables, each Additional Receivable transferred to the Trust pursuant to the related Addition Agreement or Substitution Agreement.

"Substitute Receivable" Any Receivable delivered in substitution for a Replaced Receivable pursuant to Section 2.5 hereof.

"Subsidiary": With respect to a Person, (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, joint venture, limited liability company or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of Bluegreen Corporation but in no event will the term "Subsidiary" include the Trust or any other entity created solely for the purpose of performing an analogous role in prior securitization transactions by Bluegreen.

"Substitution Agreement": As defined in Section 2.5.

"Tangible Net Worth": Consolidated Net Worth minus Intangible Assets plus Subordinated Indebtedness.

"Test Date": With respect to any Fiscal Month, the 10th of the month immediately following such Fiscal Month, or if such day is not a Business Day, the next succeeding Business Day. For example, if a Fiscal Month ended on July 28th, the related Test Date would be August 10th and if such Fiscal Month ended on August 2nd , the related Test Date would also August 10th.

"Tested Asset": Each asset serviced by the Servicer other than land receivables, RDI Receivables, sampler loans and conversion loans.

"Timeshare Association": A not-for-profit corporation under applicable state law which is responsible for operating and maintaining a Resort or an Additional Resort pursuant to the terms of a declaration and/or timeshare declaration.

"Timeshare Documents": With respect to any Resort, the documents relating to the sale of Intervals by the Seller, its Subsidiaries or RDI Group, Inc.

"Transfer Condition": With respect to any date of determination and any Substitute Receivable or Defaulted Receivable repurchased from the Trust pursuant to Section 2.5 or 4.11 hereof, the transfer condition shall be satisfied if that after giving effect to such transfer, the Aggregate Outstanding Receivable Balance (determined as of the applicable Cut-Off Date for each such Receivable) of all Substitute Receivables and all Defaulted Receivables repurchased pursuant to Section 2.5 or 4.11 hereof is less than 20% of the Aggregate Outstanding Receivable Balance all Eligible Receivables as of such date of determination.

"Trust Agreement": The Amended and Restated Trust Agreement dated as of April 17, 2002 by and among the Depositor, GSS Holdings, Inc. and the Owner Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

"Trust Estate": As defined in the Indenture.

"UCC": The Uniform Commercial Code as in effect on the date hereof and from time to time in effect in New York; provided, however, in the event that, by reason of mandatory provisions of law, any and all of the attachment, perfection or priority of the Lien of the Depositor, the Trust or the Indenture Trustee in and to the Assets is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term UCC shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

"Unit(s)": One individual air-space condominium unit, cabin, villa, cottage or townhome within a Resort or Additional Resort, together with all furniture, fixtures and furnishings therein, and together with any and all interests in common elements appurtenant thereto, as provided in the related Declaration; provided that the definition of "Unit" shall not include or apply to those units relating a campground/tent site, recreational vehicle site or other non-permanent building or structure.

"Upgrade": An event whereby an Obligor purchases a greater number of Vacation Points than such Obligor previously had.

"Vacation Points": As defined in the Club Trust Agreement.

Section 1.2. Use of Words and Phrases. "Herein", "hereby", "hereunder", "hereof", "hereinbefore", "hereinafter" and other equivalent words refer to this Agreement as a whole and not solely to the particular section of this Agreement in which any such word is used. The definitions set forth in Section 1.1 hereof include both the singular and the plural. Whenever used in this Agreement, any pronoun shall be deemed to include both singular and plural and to cover all genders. The words "including" and "include" shall be deemed to be followed by the words "without limitation".

Section 1.3. Captions; Table of Contents. The captions or headings in this Agreement and the Table of Contents are for convenience only and in no way define, limit or describe the

scope and intent of any provisions of this Agreement. Section references are to this Agreement unless otherwise stated.

Section 1.4. Opinions. Each opinion with respect to the validity, binding nature and enforceability of documents or Notes may be qualified to the extent that the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law) and may state that no opinion is expressed on the availability of the remedy of specific enforcement, injunctive relief or any other equitable remedy. Any opinion required to be furnished by any Person hereunder must be delivered by counsel upon whose opinion the addressee of such opinion may reasonably rely, and such opinion may state that it is given in reasonable reliance upon an opinion of another, a copy of which must be attached, concerning the laws of a foreign jurisdiction. Any opinion delivered hereunder shall be addressed to the Indenture Trustee in addition to other addressees.

END OF ARTICLE I

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF
THE DEPOSITOR, THE SERVICER, THE SELLER,
THE CLUB TRUST, THE CLUB TRUSTEE AND CONVEYANCE
OF THE RECEIVABLES

Section 2.1. Representations and Warranties of the Depositor, the Seller and the Servicer. (a) Each of the Depositor, the Seller, the Servicer and the Backup Servicer individually, and not jointly and severally, represents and warrants as to itself that, as of the Closing Date, the Extension Date, and each Addition Date:

(i) It is duly organized, validly existing and in good standing under the laws of its state of incorporation and has the power and authority to own its assets and to transact the business in which it is currently engaged. It is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) its performance of its obligations under this Agreement and the other Operative Documents to which it is a party, (c) the enforceability of the Receivables or (d) the ability to foreclose on the related Intervals;

(ii) It has the power and authority to make, execute, deliver and perform this Agreement and the other Operative Documents to which it is a party and to consummate all of the transactions contemplated under this Agreement and the other Operative Documents to which it is a party, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party. When executed and delivered, this Agreement and the other Operative Documents to which it is a party will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;

(iii) It holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Operative Documents to which it is a party, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date;

(iv) The execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to it or any of its properties or any provision of its organizational documents, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound;

(v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by it for use in connection with the purchase of the Receivables and the transactions contemplated hereunder and by the other Operative Documents will contain any untrue statement of a material fact, or omit a material fact necessary to make the certificate, statement or report not misleading;

(vi) The transactions contemplated by this Agreement and the other Operative Documents to which it is a party are in the ordinary course of its respective businesses;

(vii) It is not insolvent, nor will it be made insolvent by the transfer of the Receivables, nor is it aware of any pending insolvency as to itself;

(viii) It is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect its condition (financial or otherwise) or operations or any of its properties or materially and adversely affect the performance of any of its duties hereunder;

(ix) There are no actions or proceedings against, or investigations of it, pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit it from entering into this Agreement and the other Operative Documents to which it is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement and the other Operative Documents to which it is a party;

(x) The Seller represents and warrants that it did not and will not sell the Receivables to the Depositor and the Depositor represents and warrants that it did not and will not sell the Receivables to the Issuer with any intent to hinder, delay or defraud any of their respective creditors;

(xi) Each of the Depositor and the Seller represents and warrants that it acquired title to the Receivables in good faith, without notice of any adverse claim;

(xii) Each of the Depositor and the Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller and the Depositor pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction;

(xiii) All pension or profit sharing plans of the Seller have been fully funded in accordance with applicable obligations;

(xiv) Neither the Depositor nor the Seller has dealt with any broker, banker, agent or other person (other than the Agent and its Affiliates, the Indenture Trustee and the Custodian and their respective counsel) that may be entitled to any commission or compensation in connection with the sale of the Receivables;

(xv) The names and addresses of all the Lock-Box Banks, together with the account numbers of the lock-box accounts of Servicer
(provided that Bluegreen or its Affiliate corporation is the Servicer) maintained in connection with the Operative Documents at such Lock-Box Banks, are specified in Schedule II (or have been notified to the Indenture Trustee in accordance with Section 8.10);

(xvi) Reservation System. The Seller represents and warrants that other than with respect to the services contracted for by the Club Managing Entity with a third party which rights under such contracts shall be licensed (on a non-exclusive basis) to the Indenture Trustee for the benefit of the Noteholders, the Reservation System is owned by the Club Managing Entity free and clear of any liens or security interests, but subject to the provisions of the Club Management Agreement and the Club Trust Agreement, and the Club has the right to utilize such system under and pursuant to Club Management Agreement. The Club Management Agreement is in full force and effect and no default on the part of the Club Trustee or the Club Managing Entity exists thereunder. Bluegreen owns 100% of the equity capital of the Club Managing Entity;

(xvii) Club Trust Agreement. The Seller represents and warrants that the Club Trust Agreement, of which a true and correct copy is attached hereto as Exhibit B, is in full force and effect;

(xviii) The Seller represents and warrants that the Bluegreen Vacation Club Trust is an arrangement of contractual rights and obligations duly established in accordance with the Club Trust Agreement under the laws of the State of Florida for the purpose of holding and preserving certain property for the

benefit of the beneficiaries referred to in the Club Trust Agreement. The Club Trustee has all necessary trust and other authorizations and powers required to carry out its obligations under the Club Trust Agreement in the State of Florida and in all other states in which it owns Resort Interests. The Bluegreen Vacation Club Trust is not a corporation or business trust under the laws of the State of Florida. The Bluegreen Vacation Club Trust is not taxable as an association, corporation or business trust under federal law or the laws of the State of Florida;

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

(xx) The Seller represents and warrants that the Club Trustee had all necessary corporate power to execute and deliver, and has all necessary corporate power to perform its obligations under this Agreement, the other Operative Documents to which it is a party, the Club Trust Agreement and the Club Management Agreement. The Club Trustee possesses all requisite franchises, operating rights, licenses, permits, consents, authorizations, exemptions and orders as are necessary to discharge its obligations under the Club Trust Agreement;

(xxi) The Seller represents and warrants that a certified copy of the Club Trust Agreement has been delivered to the Agent together with all amendments and supplements in respect thereof;

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

(xxiii) The Seller represents and warrants that there are no actions, suits, proceedings, orders or injunctions pending against the Bluegreen Vacation Club Trust or the Club Trustee, at law or in equity, or before or by any governmental authority which, if adversely determined, could reasonably be expect to have a material adverse effect on the Trust Assets or the Club Trustee's ability to perform its obligations under the Operative Documents;

(xxiv) The Seller represents and warrants that neither the Bluegreen Vacation Club Trust nor the Club Trustee has incurred any indebtedness for borrowed money (directly, by guarantee, or otherwise);

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

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

(xxvii) The Seller represents and warrants that except as expressly permitted in the Club Trust Agreement, the Club Trustee has maintained the One-to-One Beneficiary to Accommodation Ratio (as such terms are defined in the Club Trust Agreement);

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

(xxix) The Seller represents and warrants that upon purchase of the Receivables and related Trust Estate hereunder, the Issuer is an "Interest Holder Beneficiary" under the Club Trust Agreement and each of the Receivables constitutes "Lien Debt", "Purchase Money Lien Debt" and "Owner Beneficiary Obligations" under the Club Trust Agreement; and

(xxx) The Seller represents and warrants that except as disclosed to the Agent in writing, each Mortgage associated with a Receivable and granted by the Club Trustee or the Obligor on the related Receivable, as applicable, has been duly executed, delivered and recorded by or pursuant to the instructions of the Club Trustee under the Club Trust Agreement and such Mortgage is valid and binding and effective to create the lien and security interests in favor of the Indenture Trustee. Each of such Mortgages was granted in connection with the financing of a sale of a Resort Interest.

(b) The representations and warranties set forth in this Section shall survive each sale and assignment of Receivables to the Issuer. Upon discovery of

a breach of any representations and warranties which materially and adversely affects the interests of the Noteholders, the Person discovering such breach shall give prompt written notice to the other parties. Within 30 days of its discovery or its receipt of notice of such breach or, with the prior written consent of the Agent, such longer period specified in such consent, the Depositor, the Seller or the Servicer (provided that Bluegreen Corporation or its Affiliate is the Servicer), as appropriate, shall cure such breach in all material respects or repurchase or substitute any Receivable as to which the interests of the Noteholders are materially and adversely affected pursuant to
Section 2.4 of this Agreement.

Section 2.2. Representations and Warranties of the Seller Regarding the Receivables. (a) The Seller represents and warrants to the Issuer and the Indenture Trustee for the benefit of the Noteholders, as follows, with respect to each Initial Receivable, as of the Initial Addition Date and with respect to each Additional Receivable, as of the related Addition Date that:

(i) payments due under the Receivable are fully-amortizing and payable in level monthly installments, and such obligation bears a fixed rate of interest;

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

(iii) as of the related Cut-Off Date, no principal or interest due with respect to the Receivable is more than thirty (30) days Delinquent;

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

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

(vi) the Receivable (other than an Aruba Receivable) is secured directly by a first priority Mortgage on the purchased Interval;

(vii) the timeshare estate mortgaged by or at the direction of the related Obligor constitutes a fee interest in real property at the related Resort that entitles the holder of the interest to the use of a specific property for a specified number of

days each year or every other year; the related Mortgage has been delivered for filing and recordation with all appropriate governmental authorities in all jurisdictions in which such Mortgage is required to be filed and recorded to create a valid, binding and enforceable first Lien on the related Interval and such Mortgage creates a valid, binding and enforceable first Lien on the related Interval, subject only to Permitted Liens; and the Seller is in compliance with any Permitted Lien respecting the right to the use of such Interval; each of the Assignments of such related Mortgage and each related endorsement of the related Mortgage Note constitutes a duly executed, legal, valid, binding and enforceable assignment or endorsement, as the case may be, of such related Mortgage and related Mortgage Note, and all monies due or to become due thereunder, and all proceeds thereof;

(viii) with respect to the Obligor and a particular single Interval purchased by such Obligor, there is only one original Mortgage and Mortgage Note (and in the case of an Aruba Receivable, only one purchase and finance agreement); all parties to the related Mortgage and the related Mortgage Note (and in the case of an Aruba Receivable, purchase and finance agreement) had legal capacity to enter into such Receivables Documents and to execute and deliver such related Receivables Documents, and such related Receivables Documents have been duly and properly executed by such parties; any amendments to such related Receivables Documents required as a result of any mergers involving the Seller or its predecessors, to maintain the rights of the Seller or its predecessors thereunder as a mortgagee (or seller in the case of the Aruba Receivables) have been completed;

(ix) at the time the related originator originated such Receivable to the related Obligor, such originator had full power and authority to originate such Receivable and the Obligor had good and indefeasible fee title or good and marketable fee simple title or in the case of Aruba Receivables a cooperative interest, as applicable, to the Interval securing such Receivable, free and clear of all Liens, except for Permitted Liens;

(x) the related Mortgage (or, in the case of an Aruba Receivable, the related purchase and finance agreement) contains customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the realization against the related Interval of the benefits of the security interests intended to be provided thereby, including (a) if the Mortgage is a deed of trust, by trustee's sale, including power of sale and/or (b) otherwise by judicial foreclosure or power of sale; there is no exemption available to the related Obligor which would interfere with the mortgagee's right to sell at a trustee's sale or power of sale or right to foreclose such related Mortgage, as applicable (or, in the case of an Aruba Receivable, the seller's right to sell or power of sale or right to foreclose in respect of the related Interval);

(xi) the related Mortgage Note or promissory note, as applicable, is not and has not been secured by any collateral except the Lien of the related Mortgage or purchase and finance agreement, as applicable.

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

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

(xiv) all applicable intangible taxes and documentary stamp taxes were paid as to the related Receivable;

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

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

continue a valid first priority Lien of the Mortgage (or, in the case of the Aruba Receivables, the purchase and finance agreement) subject only to Permitted Liens;

(xvii) other than Aruba Receivables, the Receivable is principally and directly secured by an interest in real property;

(xviii) the Receivable was originated by the Seller or one of its Affiliates in the normal course of its business; the Receivable originated by the Seller or one of its Affiliates was underwritten in accordance with its underwriting guidelines previously approved by the Agent; the origination, servicing and collection practices used by the Seller and its Affiliates with respect to the Receivable have been in all respects, legal, proper, prudent and customary;

(xix) the related Receivable is assignable to and by the obligee and its successors and assigns and the related Interval is assignable upon liquidation of the related Receivable, without the consent of any other Person (including any condominium association, homeowners' or timeshare association), and there are no other restrictions on resale thereof except as may be imposed by law;

(xx) the related Mortgage (or, in the case of the Aruba Receivables, the related lien) is and will be prior to any Lien on, or other interests relating to, the related timeshare estate;

(xxi) there are no delinquent or unpaid taxes, ground rents (if any), water charges, sewer rents or assessments outstanding with respect to any of the Intervals, nor any other outstanding Liens or charges affecting the Intervals that would result in the imposition of a Lien on the Interval affecting the Lien of the Mortgage (or, in the case of the Aruba Receivables, the purchase and finance agreement) or otherwise materially affecting the interests of the Indenture Trustee on behalf of the Noteholders in the related Receivables;

(xxii) other than with respect to delinquent payments of principal or interest 30 or fewer days past due as of the Cut-Off Date, there is no default, breach, violation or event of acceleration existing under the Mortgage, the related Mortgage Note or any other document or instrument evidencing, guaranteeing, insuring or otherwise securing the Receivable, and no event which, with the lapse of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration thereunder; and the Seller has not waived any such material default, breach, violation or event of acceleration under the Mortgage, the Mortgage Note or any such other document or instrument;

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

(xxiv) the Receivable has not been satisfied, canceled, rescinded or subordinated, in whole or in part; no portion of the Interval has been released from the Lien of the Mortgage (or, in the case of the Aruba Receivables, the purchase and finance agreement), in whole or in part; no instrument has been executed that would effect any such satisfaction, cancellation, rescission, subordination or release; the terms of the Mortgage (or, in the case of the Aruba Receivables, the purchase and finance agreement) do not provide for a release of any portion of the Interval from the Lien of the Mortgage (or, in the case of the Aruba Receivables, the purchase and finance agreement) except upon the payment of the Receivable in full;

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

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

(xxvii) the Timeshare Associations relating to the Resort in which the related Interval is located were duly organized and are validly existing; a manager (the "Manager") manages such Resort and performs services for the Timeshare Associations, pursuant to an agreement between the Manager and the respective Timeshare Associations, such contract being in full force and effect; the Manager and the Timeshare Associations have performed in all material respects all obligations under such agreement and are not in default under such agreement;

(xxviii) the Resort in which the related Interval is located is insured in the event of fire, earthquake, or other casualty for the full replacement value thereof, and in the event that the Interval should suffer any loss covered by casualty or other insurance, upon receipt of any insurance proceeds, the Timeshare Associations are required, during the time such Interval is covered by such insurance, under the applicable governing instruments either to repair or rebuild the portions of the project in which the Interval is located or to pay such proceeds to the holders of any Mortgage (or, in the case of the Aruba Receivables, the purchase and finance agreement) secured by a timeshare estate in the portions of the project in which the Interval is located; the Resort, if located in a designated flood plain, maintains flood insurance in an amount not less than the maximum level available under the National Flood Insurance Act of 1968, as amended; each Resort has business interruption insurance and general liability insurance in such

amounts generally acceptable in the industry; each Resort's insurance policies are in full force and effect with a generally acceptable insurance carrier;

(xxix) the related Mortgage trust (or, in the case of the Aruba Receivables, the purchase and finance agreement) gives the obligee and its successors and assigns the right to receive and direct the application of insurance and condemnation proceeds received in respect of the Interval, except where the related condominium declarations, timeshare declarations or applicable state law provide that insurance and condemnation proceeds be applied to restoration of the improvements;

(xxx) each rescission period applicable to the Receivable has expired;

(xxxi) no selection procedures were intentionally utilized by the Seller in selecting the Receivables, which the Seller knew were materially adverse to the Indenture Trustee or the Noteholders;

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

or condition, asbestos or other environmental or similar matters which would reasonably be expected to materially and adversely affect the present use of such Resort or the financial condition or business operations of the related Timeshare Association, or the value of the Notes;

(xxxiii) except for Land Receivables, the original principal balance of such Receivable does not exceed $25,000, and with respect to Land Receivables, the original principal balance of such Receivable does not exceed $50,000;

(xxxiv) payments with respect to the Receivable are to be in legal tender of the United States;

(xxxv) all monthly payments on the Receivable have been made by the Obligor and not by the Seller or any Affiliate of the Seller on the Obligor's behalf;

(xxxvi) the Receivable relates to a Resort;

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

(xxxviii) the sale, transfer and assignment of the Receivable and the related Assets does not contravene or conflict with any law, rule or regulation or any contractual or other restriction, limitation or encumbrance, and the sale, transfer and assignment of the Receivable and related Assets does not require the consent of the Obligor;

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

(xl) the Receivable relates to a Completed Unit and the related Assets do not, and the origination of each Receivable did not, contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, retail installment sales, truth in lending, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party thereto has been or is in violation of any such law, rule or regulation in any material respect if such violation would impair the collectibility of such Receivable and the related Assets; no Receivable was originated in, or is subject to the laws of, any

jurisdiction under which the sale, transfer, conveyance or assignment of such Receivable would be unlawful, void or voidable;

(xli) (i) no bankruptcy is currently existing with respect to the Obligor, (ii) the Obligor is not insolvent and (iii) the Obligor is not an Affiliate of the Depositor or the Seller;

(xlii) the Receivable shall not have an initial term to maturity of more than 120 months;

(xliii) except for Land Receivables, the Receivable shall not have a Receivable Rate less than 12.90% per annum;

(xliv) the Obligor has made at least two (2) month's aggregate required payments with respect to the Receivable (not including any down payment);

(xlv) if a Resort is subject to a construction loan, the construction lender shall have signed and delivered a non-disturbance agreement (which may be contained in such lender's mortgage) pursuant to which such construction lender agrees not to foreclose on any Intervals relating to Receivables which have been sold pursuant to this Agreement;

(xlvi) such Receivable is not an RDI Receivable;

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

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

(xlix) no foreclosure or similar proceedings have been instituted and are continuing with respect to such Receivable or the related Interval;

(l) with respect to Aruba Receivables only, Bluegreen shall own, directly or indirectly, 100% of the economic and voting interests of Bluegreen Properties, N.V.;

(li) except for Land Receivables, the Receivable does not have an original term to maturity in excess of 180 months;

(lii) the capital reserves and maintenance fee levels of the Timeshare Associations related to the Resorts are adequate in light of the operating requirements of such Timeshare Associations;

(liii) except as required by law, the Receivable may not be assumed without the consent of the obligee;

(liv) the Obligor under the Receivable has not had its rights under the Club Trust Agreement suspended;

(lv) the Receivable is not a Defaulted Receivable;

(lvi) if such Receivable is a Land Receivable, the related Loan-to-Sale Ratio is equal to or less than 75%;

(lvii) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Receivables for sale and transfer under the Operative Documents;

(lviii) except as approved by the Agent in writing, such Receivable when combined with each Purchased Receivable would not cause any Receivables to be an Excluded Receivable; and

(lix) the payments under the Receivable are not subject to withholding taxes imposed by any foreign governments.

(b) It is understood and agreed that the representations and warranties set forth in this Section are made as of the applicable date set forth above and shall survive the conveyance of the Receivables and the delivery of the respective Receivables Documents to the Custodian or Indenture Trustee and the termination of the rights and obligations of the Servicer pursuant to
Section 5.4 and 6.1. Upon discovery by the Depositor, the Seller, the Servicer, the Custodian or the Indenture Trustee of a breach of any of the foregoing representations and warranties, which materially and adversely affects the interest of the Indenture Trustee in the related Receivable, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of its discovery or its receipt of notice of breach, the Seller shall cure such breach in all material respects or shall purchase such Receivable from the Issuer or substitute a new Receivable for such Receivable pursuant to Section 2.5. Any such repurchase by the Seller shall be at the Repurchase Price and in each case shall be accomplished in the manner set forth in Section 2.4. For clarity, it is understood that the Receivables, related Receivables Documents and other Assets will be conveyed by the Seller to the Depositor and by the Depositor to the Issuer pursuant to the terms hereof without recourse, representation on warranty except as expressly provided therein. Without limiting the foregoing, none of the Seller, the Depositor or any of their respective subsidiaries shall be responsible for payments on the Receivables, and any credit risks associated therewith shall be borne by the Issuer and the holders of any obligations of the Issuer.

Section 2.3. Conveyance of the Receivables. By execution of this Agreement, the Seller does hereby transfer, assign, set over and otherwise convey to the Depositor, and the Depositor does hereby transfer, assign, set-over and otherwise convey to the Issuer, (i) all of its respective right, title and interest in and to each Receivable identified on the List of Receivables, including the related Receivables Documents, from time to time existing (x) at the close of business on the Cut-Off Date, in the case of the Initial Receivables and (y) at the close of business on each Additional Cut-Off Date, in the case of Additional Receivables sold or transferred pursuant to Section 2.5,
(i) the Mortgages and other instruments or documents securing such Receivables;
(ii) the portions of its interest in any Insurance Policies relating to such Receivable; (iii) each Assignment; (iv) all rights under any Hedge Agreements; and (v) all payments on and proceeds of any of the foregoing after the applicable Cut-Off Date (the property in clauses (i)-(v), being the "Assets"). The transfer by the Seller to the Depositor, by the Depositor to the Issuer of the Receivables set forth herein is absolute and is intended by all parties hereto to be treated as a sale by the Seller to the Depositor, by the Depositor to the Issuer. Pursuant to the Indenture, the Issuer will pledge the Trust Estate to the Indenture Trustee for the benefit of the Noteholders. The foregoing does not constitute and is not intended to result in the creation or assumption by the Issuer, the Custodian, the Indenture Trustee or any Noteholder of any obligation of the Seller, the Servicer or any other Person in connection with the Receivables Documents or under any agreement or instrument relating thereto, including any obligation to make future advances.

In consideration of such transfers, the Depositor will pay to the Seller in cash a purchase price equal to the Purchase Price of each Receivable transferred, and the Issuer will pay to the Depositor in cash a purchase price equal to the Purchase Price of each Receivable transferred. The Purchase Price will be paid on the Addition Date related to Receivables transferred on such date. To the extent that there is no Purchase Price or the cash portion of the Purchase Price for the Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Seller to the Depositor. The Purchase Price shall be payable in full by wire transfer on the related Addition Date to an account designated by the Seller and the Depositor respectively on or before such Addition Date.

In the event that, despite the express intent of the parties, any such conveyance is deemed to be a loan and not an absolute sale, each of the Seller, the Depositor and the Issuer intend that such conveyance be deemed to constitute a security interest and the Seller hereby grants in favor of the Depositor, and the Depositor hereby grants in favor of the Issuer a first priority perfected security interest in and to the Trust Estate and that with respect to such conveyance this Agreement shall constitute a security agreement under applicable law, and that any subsequent conveyances pursuant to this Agreement shall be deemed to be assignments of such secured party's security interest.

In connection with the sale, transfer, assignment, and conveyance from the Seller to the Depositor, the Seller has filed, in the appropriate office or offices in each of the States of Massachusetts and Florida, a UCC-1 financing statement executed by the Seller as debtor, naming the Depositor as secured party, naming the Indenture Trustee as assignee of the secured party and listing the Receivables and the other property described above as collateral. The characterization of the Seller as the debtor and the Depositor as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being

contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Receivables. In connection with such filing, the Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Depositor's interest in the Receivables.

In connection with the sale, transfer, assignment, and conveyance from the Depositor to the Issuer, the Depositor has filed, in the appropriate office or offices in each of the States of Delaware and Florida, a UCC-1 financing statement executed by the Depositor as debtor, naming the Issuer as secured party, naming the Indenture Trustee as assignee of the secured party and listing the Receivables and the other property described above as collateral. The characterization of the Depositor as the debtor and the Issuer as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Issuer's interest in the Trust Estate.

In connection with the pledge of the Trust Estate from the Issuer to the Indenture Trustee, on behalf of the Noteholders, the Issuer has filed, in the appropriate office or offices in the State of Delaware, a UCC-1 Financing Statement executed by the Issuer as debtor, naming the Indenture Trustee, for the benefit of the Noteholders, as the secured party and listing the Receivables and the other property described above as collateral. In connection with such filing, the Issuer agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's interest in the Trust Estate for the benefit of the Noteholders.

(a) Each of the Club Trust, the Club Trustee, the Depositor and the Seller hereby agrees (i) on or prior to the Initial Addition Date, in the case of the Initial Receivables and (ii) on or prior to the applicable Addition Date, in the case of Additional Receivables, to make the appropriate entries in its general accounting records, to indicate that Receivables have been transferred to the Indenture Trustee and constitute part of the Issuer in accordance with the terms of the trust created thereunder.

(b) Neither the Custodian nor Indenture Trustee shall have any responsibility for reviewing any Receivables Document except as expressly provided in this Section 2.3 or the Custodial Agreement. In reviewing any Receivables Document pursuant to this Section, the Custodian shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, whether any Person executing any document is authorized to do so or whether any signature thereon is genuine, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded.

Section 2.4. Acceptance by Indenture Trustee. The Indenture Trustee hereby acknowledges the sale and assignment of the Receivables. If the Seller or the Servicer is given notice under Section 2.1(b) or 2.2(b) of a breach of a representation as provided therein and if the Seller does not correct or cure such omission or defect within the 30-day or 60-day period specified in Section 2.1(b) or 2.2(b), as the case may be, the Seller shall purchase such Receivable from the Issuer as of the Determination Date in the month in which such period expired at the Repurchase Price of such Receivable or substitute such Receivable pursuant to Section 2.5. In addition, pursuant to and subject to Section 4.11, the Servicer may, but shall have no obligation to, exercise the Servicer Purchase/Substitution Option with respect to Defaulted Receivables. The Repurchase Price for the repurchased Receivable shall be deposited in the Note Account no later than the Business Day prior the date on which such repurchase occurs. Upon receipt by the Indenture Trustee of written notification of such deposit signed by an officer of the Seller or the Servicer, the Indenture Trustee or the Custodian shall release to the Seller or the Servicer, as applicable, the related Receivables Document and the Indenture Trustee shall execute and deliver a release of lien in the form of Exhibit G hereto. It is understood and agreed that the obligation of the Seller to repurchase or substitute any Receivable as to which a material defect in or breach exists pursuant to Section 2.2(b) shall constitute the sole remedy hereunder against the Seller respecting such defect or omission available to the Depositor, the Issuer, the Noteholders and the Indenture Trustee on behalf of Noteholders.

The Servicer (provided that Bluegreen Corporation or its Affiliate is the Servicer) promptly following the transfer of a repurchased Receivable from the Issuer pursuant to this Section 2.4 shall make appropriate entries in its records to reflect such repurchase.

Section 2.5. Additional Purchases, Transfers and Substitution of Receivables. On each Business Day on or prior to the Facility Termination Date, subject to and in compliance with the conditions set forth below and in Section 2.3, the Seller and the Depositor may at their option (x) replace a Receivable currently in the Asset Pool (a "Replaced Receivable") with one or more Additional Receivables (provided that the Aggregate Outstanding Receivable Balance as of the related Cut-Off Date for the Receivables being transferred to the Asset Pool on any Business Day plus any Deposit Amount shall not be less than the Aggregate Outstanding Receivable Balance of the Replaced Receivables); or (y) sell and transfer Additional Receivables to the Issuer. On the Initial Addition Date in the case of the Initial Receivables and Addition Date with respect to any Additional Receivables, the Depositor shall purchase from the Seller, and the Seller shall sell to the Depositor, and the Issuer shall purchase from the Depositor, and the Depositor will sell to the Issuer, such Initial Receivables and Additional Receivables, in each case the Receivable Balance sold being established as of the close of business on the applicable Cut-Off Date as set forth in Section 2.3. As a condition to each transfer and purchase of Receivables:

(i) the Seller and the Depositor shall have provided the Indenture Trustee and the Agent with an Addition Date Notice.

(ii) the Servicer shall have delivered to the Indenture Trustee, the Backup Servicer and the Agent an updated Computer Disk.

(iii) the Seller and the Depositor shall have delivered to the Indenture Trustee a duly executed written assignment in favor of the Issuer, in substantially the form of Exhibit H hereto (the "Addition Agreement") or, in the case of substitute Receivables, substantially in the form of Exhibit I hereto (the "Substitution Agreement"), which shall include a Subsequent List of Receivables listing the Additional Receivables;

(iv) after giving effect to such conveyance, the Additional Receivables, the Transfer Condition shall remain satisfied;

(v) the Seller and the Issuer shall remit to the Indenture Trustee for deposit in the Note Account all principal and interest collected in respect of such Initial Receivables or Additional Receivables after the related Cut-Off Date;

(vi) each of the representations and warranties made by the Seller and the Depositor pursuant to Article II hereof shall be true and correct as of the related Addition Date, and the Seller and the Depositor shall have performed all obligations to be performed by them hereunder on or prior to such Addition Date;

(vii) with respect to any substitution and replacement of Receivables, the Seller shall have deposited into the Lock-Box Account any Deposit Amount applicable thereto; and

(viii) the Seller and the Depositor shall, at their own expense, on or prior to the Addition Date, have indicated in their Computer Disk and Records that the Additional Receivables identified on the Subsequent List of Receivables in the Addition Agreement or Substitution Agreement as applicable, have been sold to the Trust through the Depositor pursuant to this Agreement.

Upon satisfaction of the preceding conditions in connection with any replacement of existing Receivables in the Asset Pool with substitute Receivables effected in accordance with this Section 2.5, the Indenture Trustee shall, automatically and without further action, be deemed to transfer to the Depositor, free and clear of any Lien created pursuant to this Agreement or the Indenture, all of the right, title and interest of the Issuer in, to and under the related Replaced Receivable and the Indenture Trustee shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other recourse, representation or warranty, express or implied.

END OF ARTICLE II

ARTICLE III

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 3.1. Establishment of Accounts. The Indenture Trustee shall establish and maintain, at the Corporate Trust Office (i) a separate trust account (the "Note Account") titled "U.S. Bank National Association, as Indenture Trustee of BXG Receivables Note Trust 2001-A, Note Account" and (ii) a separate trust account (the "Reserve Account") titled "U.S. Bank National Association, as Indenture Trustee of BXG Receivables Note Trust 2001-A, Note Reserve". Each of the Note Account and the Reserve Account shall be an Eligible Account.

Section 3.2. Flow of Funds. On each Payment Date, after giving effect to
(i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Computer Disk delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and any amounts transferred from the Reserve Account to the Note Account pursuant to Section 3.3(f) and make the following allocations or disbursements from such Available Funds in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations or disbursements have occurred:

(a) If such Payment Date is before the Facility Termination Date,

(i) First, to the Servicer, if not Bluegreen or an Affiliate thereof, the accrued and unpaid Servicing Fee;

(ii) Second, to the Backup Servicer, the accrued and unpaid Backup Servicing Fee, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due;

(iii) Third, to the Agent for the benefit of the Noteholders for distribution pursuant to the Indenture, the Current Interest;

(iv) Fourth, to the Agent, any Fees due and owing;

(v) Fifth, to the Agent for the benefit of the Noteholders for distribution pursuant to the Indenture, the Principal Distribution Amount for such Payment Date;

(vi) Sixth, to the Agent, any other amounts due and owing under the Note Purchase Agreement;

(vii) Seventh, to the Reserve Account, the excess, if any, of the Reserve Requirement over the amount on deposit in the Reserve Account after making the distributions in clauses (i) through (vi) above;

(viii) Eighth, to the Servicer, if Bluegreen or an Affiliate thereof, the Servicing Fee and any amounts previously paid by the Servicer pursuant to Section 3.4 below;

(ix) Ninth, to the Custodian, the Backup Servicer, the Indenture Trustee and the Owner Trustee, to the extent not previously paid, for the reimbursement of the fees and expenses of the Custodian, the Backup Servicer, the Indenture Trustee and the Owner Trustee incurred under the Operative Documents;

(x) Tenth, if Bluegreen or an Affiliate thereof is the Servicer, to the Servicer, any accrued and unpaid Remarketing Fees;

(xi) Eleventh, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of the Residual Interest Owner), by prior written notice to the Indenture Trustee, elects to have distributed to the Residual Certificateholders; and

(xii) Twelfth, any remainder to remain on deposit in the Note Account.

(b) If such Payment Date is on or after the Facility Termination Date,

(i) First, to the Servicer the accrued and unpaid Servicing Fee;

(ii) Second, to the Backup Servicer, the accrued and unpaid Backup Servicing Fee, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due;

(iii) Third, for distribution pursuant to the Indenture, the Current Interest;

(iv) Fourth, to the Agent, any Fees due and owing;

(v) Fifth, to the Agent, any other amounts due and owing under the Note Purchase Agreement;

(vi) Sixth, for distribution pursuant to the Indenture, the Principal Distribution Amount until the Note Principal Balance is reduced to zero;

(vii) Seventh, to the Custodian, the Backup Servicer, the Indenture Trustee and the Owner Trustee, to the extent not previously paid, for the reimbursement of the fees and expenses of the Custodian, the Backup Servicer, the Indenture Trustee and the Owner Trustee incurred under the Operative Documents;

(viii) Eighth, if Bluegreen or an Affiliate thereof is the Servicer, to the Servicer, any accrued and unpaid Remarketing Fees; and

(ix) Ninth, to the Certificate Distribution Account, the remainder.

Section 3.3. Investment of Accounts; Reserve Account.

(a) Consistent with any requirements of the Code, all or a portion of any Account held by the Indenture Trustee for the benefit of the Noteholders shall be invested and reinvested by the Indenture Trustee in trust for the benefit of the Noteholders, as directed in writing by the Servicer (provided that Bluegreen Corporation or its Affiliate is the Servicer), in one or more Eligible Investments. The bank serving as Indenture Trustee or any Affiliate thereof may be the obligor on any investment which otherwise qualifies as an Eligible Investment. No investment in any Account shall mature later than the Business Day immediately preceding the next Payment Date (except that if such Eligible Investment is an obligation of the Indenture Trustee, then such Eligible Investment shall mature not later than such Payment Date).

(b) If any amounts are needed for disbursement from any Account held by the Indenture Trustee and sufficient uninvested funds are not available to make such disbursement, the Indenture Trustee shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Account. No investments will be liquidated prior to maturity unless the proceeds thereof are needed for disbursement.

(c) Subject to the terms of the Indenture, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any loss on any Eligible Investment included therein (except to the extent that the bank serving as Indenture Trustee is the obligor thereon).

(d) If the Servicer shall have failed to give investment directions to the Indenture Trustee as specified in section (a) above then the Indenture Trustee shall invest in federal funds described in clause (a) of the definition of "Eligible Investments" to be redeemable without penalty no later than the Business Day immediately preceding the next Payment Date.

(e) All income or other gain from investments in any Account held by the Indenture Trustee shall be deposited in such Account immediately on receipt, and any loss resulting from such investments shall be charged to such Account.

(f) If on any Determination Date or Addition Date, the Borrowing Base is less than $5,000,000, the Issuer shall deliver to the Indenture Trustee and the Indenture Trustee shall deposit into the Reserve Account an amount equal to the Reserve Requirement. If on any Payment Date before the Facility Termination Date the amount of Available Funds available for distribution on such Payment Date is less than the amount necessary to make the Required Payment for such Payment Date, the Indenture Trustee shall withdraw from the Reserve Account and deposit into the Note Account for distribution on such Payment Date the lesser of the amount then on deposit in the Reserve Account and the amount necessary to make the Required Payment for such Payment Date. If on any Payment Date the amount on deposit in the Reserve Account is greater than the Required Reserve Amount, the Indenture Trustee shall withdraw the amount of such excess and deposit it into the Note Account for distribution on such Payment Date. Upon satisfaction of all amounts owing under the Operative Documents and termination of the Indenture, the Indenture Trustee shall release to the Issuer or its designee any amounts remaining on deposit in the Reserve Account.

Section 3.4. Payment of Issuer Expenses.

(a) The Servicer (provided that Bluegreen Corporation or its Affiliate is the Servicer) shall promptly pay the amount of the fees and expenses of the Indenture Trustee, Backup Servicer, the Owner Trustee and the Custodian not covered or paid by Section 3.2.

(b) The Seller shall pay directly on the Closing Date the reasonable fees and expenses of counsel to the Indenture Trustee, the Custodian, the Backup Servicer and the Owner Trustee.

(c) Each of the Seller and Servicer (provided that Bluegreen Corporation or its Affiliate is the Servicer) accepts its obligations and agrees to perform the duties assigned to it in the Trust Agreement and the Indenture.

Section 3.5. Accounting and Directions by Servicer. By 12:00 noon, New York time, on the Business Day preceding each Payment Date (or such earlier date as shall be agreed by the Servicer and the Indenture Trustee), the Servicer (provided that Bluegreen Corporation is the Servicer) shall notify the Depositor, the Seller, the Indenture Trustee and the Agent, of the following information with respect to such Payment Date (which notification may be given by facsimile):

(1) The Current Interest (based upon the Note Monthly Interest Calculation provided by the Agent pursuant to Section 2.6 of the Note Purchase Agreement); and

(2) The Note Principal Balance before giving effect to payments on such Payment Date.

Section 3.6. Reports by the Servicer to Agent.

(a) Provided that Bluegreen Corporation or its Affiliate is the Servicer, on each Payment Date, the Servicer shall prepare and transmit to the Owner Trustee, the Indenture Trustee and the Agent a report that contains the following:

(i) the amount of all distributions allocable to principal on the Notes;

(ii) the amount of all distributions allocable to interest on the Notes;

(iii) the amount of the distribution of any other amounts with respect to the Noteholders;

(iv) all other amounts distributed pursuant to Section 3.2;

(v) if the interest amount portion paid to the Noteholders on such Payment Date was less than the Current Interest on such Payment Date, the Carry Forward Amount resulting therefrom;

(vi) the principal amount of the Notes which will be Outstanding after giving effect to any payment of principal on such Payment Date and the Borrowing Base as of the close of business on the second preceding Business Day;

(vii) the weighted average Receivable Rate of the Receivables based on the Receivable Balances of the Receivables as of the close of business on the second preceding Business Day; and

(viii) any other information reasonably requested by the Agent.

(b) Provided that Bluegreen Corporation or its Affiliate is the Servicer, in addition, on each Payment Date, the Servicer will furnish to the Owner Trustee, the Indenture Trustee and the Agent, together with the information described in subsection (a) preceding, the following information:

(i) the number and aggregate principal balances of Receivables
(a) 30-59 days Delinquent, (b) 60-89 days Delinquent and (c) 90 or more days Delinquent, as of the close of business on the last day of the related Collection Period, (d) the numbers and aggregate Receivable Balances of all Receivables as of the last day of the related Collection Period and (e) the percentage that each of the amounts represented by clauses (a), (b) and (c) represent as a percentage of the respective amounts in clause (d); and

(ii) all Repurchase Prices paid with respect to the preceding Collection Period.

Section 3.7. Reports by Servicer.

(a) Provided that Bluegreen Corporation or one of its Affiliate is the Servicer, the Servicer shall report to the Indenture Trustee, the Depositor, the Seller and the Agent, with respect to the amount on deposit in the Note Account and the identity of the investments included therein, as any of them may from time to time reasonably request. Without limiting the generality of the foregoing, the Servicer shall, at the reasonable request of the Issuer, the Indenture Trustee, the Depositor, the Seller or the Agent transmit promptly to each of them copies of all accountings of receipts in respect of the Receivables.

(b) Provided that Bluegreen Corporation or one of its Affiliate is the Servicer, the Indenture Trustee shall report to the Agent, the Servicer, the Seller and the Depositor with respect to any written notices it may from time to time receive which provide an Authorized Officer with actual knowledge that any of the statements set forth in Section 2.2(a) hereof are inaccurate.

END OF ARTICLE III

ARTICLE IV

ADMINISTRATION AND SERVICING
OF RECEIVABLES

Section 4.1. The Servicer.

(a) The Servicer, as independent contract servicer, shall, for the period described in Section 4.23, service and administer the Receivables and shall have full power and authority, acting alone (except as provided by Section 5.5), to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement, the terms of the Receivables and applicable law.

(b) Servicing Standard. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Receivables, shall employ or cause to be employed procedures and exercise the same care that it customarily employs and exercises in servicing and administering Receivables for its own account, and shall otherwise service and administer the Receivables in accordance with accepted servicing practices of prudent servicers of timeshare receivables and, (provided that Bluegreen Corporation or its Affiliate is the Servicer), giving due consideration to the Noteholders' reliance on the Servicer (the "Servicing Standard"). Provided that Bluegreen Corporation or its Affiliate is the Servicer, without limiting the generality of the foregoing, the Servicer shall:

(i) Maintenance. For so long as the Servicer controls the Resorts and Additional Resorts, the Servicer shall use commercially reasonable best efforts to maintain the Resorts and Additional Resorts in good repair, working order and condition (ordinary wear and tear excepted).

(ii) Management Contract. For so long as the Servicer controls the Resorts and the Additional Resorts, the manager, related management contract and master marketing and sale contract (if applicable) for each Resort shall at all times be reasonably satisfactory to the Agent. For so long as the Servicer controls the Timeshare Association for the Resorts or Additional Resorts, and the Servicer or an Affiliate thereof is the manager, the related management contract and master marketing and sale contract may be amended or modified only with the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed.

(iii) Release and Bonding of Liens. In the event any lien (other than a Permitted Lien) attaches to any Receivable or related Asset from any Person claiming from and through the Servicer or one of its Affiliates which materially adversely affects the Trust's interest in the Receivable, Servicer shall, within the earlier to occur of ten
(10) days after such attachment or the respective lienholders action to foreclose on such lien, either (a) cause such lien to be released of record, or (b) provide the Indenture Trustee with a bond in accordance with the applicable

laws of the state in which the Receivable or related Asset is located, issued by a corporate surety acceptable to the Indenture Trustee, in an amount and in form reasonably acceptable to the Indenture Trustee, or (c) provide the Indenture Trustee with such other security as the Indenture Trustee may reasonably require.

(iv) Claims. Servicer shall: (a) promptly notify the Indenture Trustee and the Agent of (i) any claim, action or proceeding which may be reasonably expected to have a material adverse effect on the Receivables or related Assets, or any material part thereof, and (ii) any action, suit, proceeding, order or injunction of which Servicer becomes aware after the date hereof pending or threatened against or affecting Servicer or any Affiliate which may be reasonably expected to have a material adverse effect on the Assets or the Servicer's ability to service the same; (b) at the request of Trust with respect to a claim or action or proceeding which arises from or through the Servicer or one of its Affiliates, appear in and defend, at Servicer's expense, any such claim, action or proceeding which would have a material adverse effect on the Assets or the Servicer's ability to service the same; and (c) comply in all respects, and shall cause all Affiliates to comply in all respects, with the terms of any orders imposed on such Person by any governmental authority the failure to comply with which would have a material adverse effect on the Assets or the Servicer's ability to service the same.

(v) Negative Pledge on Reservation System. Except as contemplated by the Operative Documents, the Servicer shall not, and shall not permit the Club Managing entity to, encumber, pledge or otherwise grant a lien or security interest in and to the Reservation System (including, without limitation, all hardware, software and data in respect thereof) and furthermore agrees, and shall cause the Club Managing Entity, to use commercially reasonable efforts to keep the Reservation System operational, not to dispose of the same and to allow the Club the use of, and access to, the Reservation System in accordance with the terms of Club Management Agreement.

(vi) Modifications of Receivables. The Servicer shall not reschedule, revise downward or defer payments on a Receivable or modify the terms or conditions of the related contract in a manner adverse to the Trust unless the Agent shall have consented in writing to the same, provided that terminating or initiating electronic deductions from bank accounts of Obligors and adjustment in the related Receivable Rate, each in accordance with the terms of the related Receivables Documents, will not constitute a modification of the related Receivable.

(vii) General. At all times during the term of this Agreement to the extent not required to be retained by the Custodian, Servicer shall maintain complete and accurate files and records pertaining to each Receivable and related Assets and of all business activities and operations conducted by Servicer in connection with its performance under this Agreement. All such files and records shall, upon the

Indenture Trustee's request, be delivered to the Indenture Trustee or its designee upon early termination of this Agreement.

(viii) Compliance With Collection Policy. The Servicer shall comply in all material respects with the Collection Policy in effect on the Closing Date (or as amended from time to time with the consent of the Agent) and with the terms of the Receivables.

(ix) Notices to Obligors. Promptly after the Initial Addition Date and, in any event, not later than five (5) Business Days thereafter, the Servicer will direct all Obligors of Receivables (to the extent not previously directed), and shall instruct all future Obligors of such Receivables, to remit all payments with respect to such Receivables only (i) by check, money order, phone payment, or Western Union Quick Collect mailed to, or generated by, an office of the Servicer, (ii) by check, wire transfer, money order or moneygram to the Lock-Box or Lock-Box Account or (iii) by pre-authorized checking or credit card payment for deposit into the Lock-Box Account.

(x) Compliance with Agreements and Applicable Laws. The Servicer shall perform each of its obligations under this Agreement and the other Operative Documents and comply with all federal, state and local laws and regulations applicable to it and the Receivables, including those relating to truth in lending, timeshare, real estate, retail installment sales, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing, taxation, ERISA and labor matters and environmental laws, except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder or on its business, properties, assets, or condition (financial or otherwise) of the Servicer and its Subsidiaries taken as a whole.

(c) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to
Section 5.4, after receipt by the Indenture Trustee of the Opinion of Counsel required pursuant to Section 5.4, the Backup Servicer or the Indenture Trustee's designee shall assume all of the rights and obligations of the Servicer, subject to Section 6.2. Upon any such resignation or removal, the Servicer shall, upon request of the Indenture Trustee but at the expense of the Servicer, deliver to the Backup Servicer or the Indenture Trustee all documents and records relating to the Receivables and an accounting of amounts collected and held by the Servicer and otherwise effect the orderly and efficient transfer of servicing rights and obligations to the assuming party.

(d) The Servicer shall deliver a list of Servicing Officers to the Indenture Trustee on or before the Initial Addition Date and shall revise such list from time to time, as appropriate, and shall deliver all revisions promptly to the Indenture Trustee.

(e) The Servicer (unless the Backup Servicer is acting as Servicer hereunder) agrees to deposit into the Lock-Box Account pursuant to Section 4.2(b)(iii) from its own funds an amount equal to the Charge Card Fee Payment assessed against each payment on a Receivable made by credit card.

Section 4.2. Collection of Certain Receivable Payments.

(a) The Servicer shall make reasonable efforts consistent with the Servicing Standards to collect all payments called for under the terms and provisions of the Receivables and shall follow such collection procedures as shall be consistent with the Servicing Standard and without limiting the generality of the foregoing, the Servicer may in its discretion (i) waive any prepayment penalty or late payment charge or any assumption fees or other fees which may be collected in the ordinary course of servicing such Receivable and
(ii) arrange with an Obligor a schedule for the payment of interest, principal and other amounts due and unpaid; provided that such arrangement is consistent with the Servicer's policies with respect to the timeshare receivables it owns or services and with Section 4.1; provided, further, that notwithstanding such arrangement such Receivables will be included in the monthly information delivered by the Servicer to the Indenture Trustee pursuant to Section 4.12.

(b) Provided that Bluegreen Corporation or one of its Affiliate is the Servicer, no later than two Business Days following receipt thereof the Servicer (other than payments made by credit card which shall be processed and deposited at least once per week) shall instruct Lock-Box Banks to transfer into the Note Account the following payments and collections received or made by it with respect to each Receivable (without duplication):

(i) all payments received after the applicable Cut-Off Date or Additional Cut-Off Date on account of principal on the Receivables;

(ii) all payments received after the applicable Cut-Off Date or Additional Cut-Off Date on account of interest on the Receivables;

(iii) all Charge Card Fee Payments, Recoveries and Insurance Proceeds;

(iv) any amounts payable in connection with the repurchase of any Receivable pursuant to Sections 2.1, 2.2, 2.5 and 4.11;

(v) amounts received in respect of the Hedge Agreement;

(vi) to the extent not set forth above, any amount required to be deposited in the Note Account pursuant to Sections 3.3(e) or any other provision of this Agreement; and

(vii) any amounts deposited by the Issuer in the Note Account pursuant to the last sentence of this Section 4.2(b).

The foregoing requirements respecting deposits to the Note Account are exclusive, it being understood that, without limiting the generality of the foregoing, the Servicer need not

deposit, or instruct the Lock-Box Banks to deposit, in the Note Account amounts representing fees (including annual fees), late charge penalties or other amounts to which the Servicer is entitled pursuant hereto or other amounts received by the Servicer for the accounts of Obligors for application toward the payment of taxes, insurance premiums, assessments and similar items. On any day, the Issuer may deposit such amounts as it may elect, in its sole discretion, in the Note Account.

(c) All funds in the Note Account shall be invested as provided in
Section 3.3.

(d) Provided that Bluegreen Corporation or its Affiliate is the Servicer, each of the Servicer and Seller will instruct all Obligors to cause all Collections of Receivables to be deposited directly to a Lock-Box Account with a Lock-Box Bank in accordance with Section 4.1(b)(ix) above. Each Lock-Box Account will be maintained in the name of the Indenture Trustee, in trust for, among others, the Indenture Trustee. Neither the Servicer nor Seller will add or terminate any bank as a Lock-Box Bank from those listed in Schedule II or make any change in its instructions to Obligors regarding payments to be made in respect of the Receivables or payments to be made to any Lock-Box Bank, unless the Indenture Trustee and the Agent shall have received notice of, and the Agent shall have consented in writing to, such addition, termination or change and duly executed copies of agreements with each new Lock-Box Bank. If there shall be any dispute as the application of funds in the Lock-Box Account allocable to the Receivables among any of the Seller, the Servicer, the Depositor, the Noteholders or the Agent, the Indenture Trustee shall follow the instructions of the Agent with respect thereto.

Section 4.3. Withdrawals from the Note Account. Provided that Bluegreen Corporation or its Affiliate is the Servicer, the Indenture Trustee and, to the extent provided by the last sentence of this Section 4.3, the Servicer shall withdraw or cause to be withdrawn funds from the Note Account for the following purposes pursuant to the written direction of the Servicer:

(a) to make distributions pursuant to Section 3.2;

(b) to withdraw any amount received from a Obligor that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction;

(c) subject to Section 3.3 hereof, to make investments in Eligible Investments;

(d) to withdraw any funds deposited in the Note Account that were not required to be deposited therein or were deposited therein in error and to pay such funds to the appropriate Person; and

(e) to clear and terminate the Note Account upon the termination of this Agreement and to pay any amounts remaining therein to the Certificate Distribution Account.

The Servicer shall be permitted to withdraw amounts from the Note Account for the purposes set forth in clauses (b), (c) and (d), out of proceeds of the related Receivable.

Section 4.4. Maintenance of Hazard Insurance; Property Protection Expenses.

Provided that Bluegreen Corporation or its Affiliate is the Servicer, the Servicer shall cause to be maintained with respect to each Receivable one or more Standard Hazard Insurance Policies that provide, at a minimum, the same coverage as that provided by a standard form fire and extended coverage insurance policy that is customary for resort timeshares, providing coverage in an amount at least equal to the lesser of (1) the maximum insurable value of the related Interval or (2) the principal balance due from the Obligor under such Receivable; provided, however, that in any event the amount of coverage provided by each Standard Hazard Insurance Policy must be sufficient to avoid the application of any co-insurance clause contained therein. As part of its collection responsibilities, the Servicer shall proceed to collect the premiums due on the Standard Hazard Insurance Policies from the Obligors in accordance with the Servicing Standard. Each Standard Hazard Insurance Policy caused to be maintained by the Servicer shall contain a standard loss payee clause in favor of the Servicer and its successors and assigns. Any amounts received under any such policies in respect of the Receivables shall be deposited initially into the Note Account within one Business Day of receipt.

Section 4.5. Fidelity Bond. Provided that Bluegreen Corporation or its Affiliate is the Servicer, the Servicer shall keep in force throughout the term of this Agreement a policy or policies of insurance issued by a Qualified Insurer covering errors and omissions in the performance of its obligations as Servicer hereunder, including failure to maintain insurance as required by this Agreement, and a fidelity bond in an aggregate amount of at least $5,000,000 covering the Servicer's performance under this Agreement. Such policy or policies and bond shall be in such form and amount as is generally customary among Persons that service pools of timeshare receivables and which Persons are generally regarded as servicers acceptable to institutional investors. The Servicer shall cause to be delivered to the Indenture Trustee and the Agent a certificate of insurance with respect to such fidelity bond and insurance policy.

Section 4.6. Indenture Trustee to Cooperate. Provided that Bluegreen Corporation or its Affiliate is the Servicer, upon any payment of the outstanding principal balance thereof in full or other satisfaction of a Receivable in accordance with the Credit Policy, the Servicer is authorized to execute, pursuant to the authorization contained in Section 4.1(b), an instrument of satisfaction regarding the related Mortgage, which instrument of satisfaction shall be recorded by the Servicer if required by applicable law and be delivered to the Person entitled thereto. It is understood and agreed that no expenses incurred in connection with such instrument of satisfaction or transfer shall be reimbursed from amounts deposited in the Note Account. If the Indenture Trustee or the Custodian is holding the Receivables Documents, from time to time and as appropriate for the servicing or foreclosure of any Receivable, the Indenture Trustee or the Custodian, as the case may be, shall, upon request of the Servicer and delivery to the Indenture Trustee or the Custodian, as the case may be, of a Request for Release, in the form attached as Exhibit D to the Custodial Agreement, signed by a Servicing Officer, release the related Receivables Document to the Servicer, and the Indenture Trustee shall execute such documents in the forms provided by the Servicer, as shall be necessary for the prosecution of any such proceedings or the taking of other servicing actions. Such Request for Release shall obligate the Servicer to return the Receivables Document to the Indenture Trustee or the Custodian when the need therefor by the Servicer no longer exists unless the Receivable shall be liquidated, in which

case, upon receipt of a certificate of a Servicing Officer similar to that herein above specified, the Request for Release shall be released by the Indenture Trustee or the Custodian holding such Request for Release to the Servicer.

Section 4.7. Servicing Compensation; Payment of Certain Expenses by Servicer. Provided that Bluegreen Corporation or its Affiliate is the Servicer, the Servicer shall be entitled to receive the Servicing Fee as compensation for its services in connection with servicing the Receivables. Moreover, additional servicing compensation in the form of prepayment penalties, late payment charges, bad check charges or assumption fees or other receipts not required to be deposited in the Note Account and, subject to Section 4.2(b), investment income on the Note Account shall be retained by the Servicer. The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including payment of all other fees and expenses not expressly stated hereunder to be for the account of the Issuer or the Noteholders) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Section 4.8. Annual Statement as to Compliance.

(a) The Servicer (in the event the Servicer is Bluegreen or an Affiliate thereof) will deliver to the Agent and the Indenture Trustee, on or before April 30 of each year commencing April 30, 2002, an Officer's Certificate stating that (a) a review of the activities of the Servicer during the prior calendar year and of its performance under this Agreement was made under the supervision of the officer signing such certificate and (b) to such officer's knowledge, based on such review, the Servicer has fully performed all its obligations under this Agreement, or, if there has been a default in the performance of any such obligation, specifying each such default known to such officer and the nature and status thereof.

(b) The Servicer shall deliver to the Indenture Trustee, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice by means of an Officer's Certificate of any event which, with the giving of notice or the lapse of time or both, would become a Servicer Termination Event.

(c) Annual Servicing Report.

(i) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants") (provided that if the Backup Servicer becomes the Servicer hereunder, such accountants need not be required to be nationally recognized) to deliver to the Agent and the Indenture Trustee beginning on or about March 31, 2002, or April 30, 2002 with respect to the Backup Servicer), with respect to the twelve months ended the immediately preceding March 31, 2002 (or other applicable date), a statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer and Servicer will promptly provide a copy to the Agent and the Indenture Trustee to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit:

(1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; and

(2) so long as the Backup Servicer is not the Servicer, included an examination of documents and records relating to the servicing of the Receivables and the related Assets under this Agreement.

(ii) The Accountant's Report shall further state that (so long as the Backup Servicer is not the Servicer):

(1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and

(2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found.

(iii) The Accountant's Report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Section 4.9. Access to Certain Documentation and Information Regarding the Receivables. The Servicer shall, at such reasonable times during normal business hours and as often as may be reasonably requested, permit any agents or representatives of the Agent to inspect the Resorts and Additional Resorts and any of the Servicer's assets (including financial and accounting books and records) relating thereto, to examine and make copies of and abstracts from the records and books of account of the Servicer or the Timeshare Association (to the extent controlled by the Servicer) or serviced under this Agreement and to discuss its affairs, finances and accounts with any of its officers, employees or independent public accountants. The Servicer acknowledges that the Agent intends to conduct such audits and inspections on at least an annual basis. The Servicer shall make available to the Agent all credit information in the Servicer's possession or under the Servicer's control with respect to Obligors as the Agent may reasonably request. Upon the Agent's request, Servicer shall furnish to Agent evidence of payment of all real estate taxes relating to the Resorts and Additional Resorts (except if the Backup Servicer becomes the Servicer and does not possess such information). The Servicer (to the extent Bluegreen or an Affiliate thereof is the Servicer hereunder) shall be required to pay all reasonable fees, costs and expenses incurred by the Agent for any and all Resorts and Additional Resorts inspections, audits and any other diligence relating to Servicer's finances or books or records.

Section 4.10. Payment of Taxes Insurance and Other Charges. With respect to each Receivable, the Servicer shall not be required to maintain records relating to payment of taxes or insurance.

Section 4.11. Optional Purchase or Substitution of Defaulted Receivables. Provided that Bluegreen Corporation or its Affiliate is the Servicer, with respect to any Defaulted Receivable, the Servicer shall have the right, but not the obligation (the "Servicer Purchase/Substitution Option") to elect (by written notice sent to the Indenture Trustee) (i) to purchase such Defaulted Receivable from the Issuer at the Repurchase Price, for its own account, in accordance with the procedures specified in Section 2.4, or (ii) to substitute one or more Receivables for such Defaulted Receivable in the manner specified in
Section 2.5, in each case provided that no Borrowing Base Deficiency exists and the Transfer Condition remains satisfied. The Repurchase Price for any Receivable purchased hereunder shall be deposited in the Note Account. The Indenture Trustee, upon receipt of such deposit, shall execute a release or cause to be released to the purchaser of such Receivable the related Receivables Document and shall execute a release of lien in the form of Exhibit G hereto and the purchaser of such Receivable shall succeed to all the Issuer's right, title and interest in and to such Receivable and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Receivable shall thereupon own such Receivable, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto.

Section 4.12. Monthly Report. For each Collection Period during the term of this Agreement, Servicer will prepare the following standard industry reports and submit them to the Agent and the Indenture Trustee no later than the second Business Day prior to the related Payment Date (collectively, the "Monthly Report"), a form of which is attached hereto as Exhibit L.

The Monthly Report shall be accompanied by an Officer's Certificate, certifying the accuracy of the Monthly Report and that no Servicer Termination Event or event that with notice or lapse of time or both would become a Servicer Termination Event has occurred, or if such event has occurred and is continuing, specifying the event and its status; provided however that this subparagraph of
Section 4.12 shall not apply if the Backup Servicer is acting as Servicer hereunder.

Section 4.13. Sales and Inventory Reports. Provided that the Backup Servicer is not the Servicer, a quarterly report showing all sales and cancellations of sales of Intervals on Resorts and Additional Resorts on a resort by resort basis, in form and content reasonably satisfactory to the Agent; and within thirty (30) Business Days after the end of each fiscal year an annual sales and inventory report for the Resorts and Additional Resorts detailing the sales of all Intervals on a resort by resort basis during such fiscal year and the available inventory of Units and Intervals, certified by the Servicer to be true, correct and complete and otherwise in the form approved by the Trust.

Section 4.14. Quarterly Financial Reports. Within forty-five (45) days after the end of each of Servicer's (provided the Servicer is Bluegreen or an Affiliate thereof) first three fiscal quarterly periods each year (or, if later, that date by which Bluegreen is required to file financial statements with the Securities and Exchange Commission), unaudited financial statements of Servicer (provided the Servicer is Bluegreen or an Affiliate thereof) certified by its chief financial officer as well as, to the extent requested by the Agent and available to Servicer

(provided the Servicer is Bluegreen or an Affiliate thereof), unaudited bi-annual financial statements of the Timeshare Association.

Section 4.15. [Reserved].

Section 4.16. Audit Reports. To the extent Bluegreen or its Affiliate is the Servicer, promptly upon receipt thereof, one (1) copy of each other report submitted to the Servicer by its independent public accountants in connection with any annual, interim or special audit made by them of the books of the Servicer.

Section 4.17. Other Reports. To the extent Bluegreen Corporation or its Affiliate is the Servicer, such other reports, statements, notices or written communications relating to the Servicer, the Timeshare Associations, the Resorts or the Additional Resorts as are available to Servicer and as the Agent may reasonably require.

Section 4.18. SEC Reports. To the extent Bluegreen Corporation or its Affiliate is the Servicer, promptly upon their becoming publicly available one
(1) copy of each financial statement, report, notice or proxy statement sent by Servicer to security holders generally, and of each regular or periodic report and any registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by Servicer with, or received by Servicer in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency.

Section 4.19. Servicer Remarketing. To the extent Bluegreen Corporation or its Affiliate is the Servicer, the Servicer shall be obligated to use commercially reasonable efforts to remarket the Intervals related to Defaulted Receivables for which the Servicer did not exercise the Servicer Purchase/Substitution Option. The Servicer shall not, with respect to the remarketing of the Intervals associated with the Defaulted Receivables and related Assets, make any "adverse selection" (i.e. the Servicer shall remarket the Intervals relating to Assets with the same degree of care as Servicer's own portfolio of Intervals) with respect to such Assets vis-a-vis other receivables serviced by the Servicer. The Servicer (if Bluegreen Corporation or its Affiliate is acting as Servicer) on behalf of the Trust and at the discretion of the Agent, shall take all necessary steps to have the record title of the applicable Resort Interests subject to such Defaulted Receivables continue to be held by the Club Trustee. In such event, the Servicer shall direct the Club Trustee, directly or through its agents to exercise the remedies provided for in the Club Trust Agreement, in the Receivables themselves or in the other Club documents with respect to such Defaulted Receivables and the obligors thereunder and the Servicer will remarket the "Owner Beneficiary Rights" (as defined in the Club Trust Agreement) of the obligors under such Defaulted Receivables with the purpose of effecting a recovery in respect of such Defaulted Receivables or finding replacements therefor. The Servicer, at the request of the Agent, shall reserve its rights under the Club Trust Agreement and/or the applicable Mortgages to obtain, at any time, record title and all beneficial interests in respect of the Intervals related to Defaulted Receivables. All actions taken by the Servicer in respect of any Defaulted Receivable shall, at all times, be carried out in a manner such that none of the Trust, the Agent, the Owner Trustee or the Indenture Trustee shall, under applicable law, be deemed to be the developer or declarant of any Resort, Additional Resort or the Club. The Servicer shall deposit the proceeds associated

with the remarketing of the Interval related to a Defaulted Receivable into the Lock-Box Account and shall be paid the Remarketing Fee associated with such Interval from such proceeds pursuant to Section 3.2(a)(x) or Section 3.2(b)(viii), as applicable. Subject to the conditions specified in Section 4.11 hereof, the Servicer (in the event the Servicer is Bluegreen or an Affiliate thereof other than the Depositor) shall, at all times, have the right (but not the obligation) to utilize the Servicer Purchase/Substitution Option in lieu of performing the remarketing functions set forth in this Section.

Section 4.20. Administrative Duties of the Issuer. The Servicer will monitor all of the administrative duties of the Issuer pursuant to the Operative Documents, and advise the Issuer of all actions required to be taken pursuant thereto. In this regard, the Servicer will prepare or cause to be prepared for execution and deliver to the Issuer any and all forms, reports, notices or other documents required of the Issuer pursuant to the Operative Documents. The Backup Servicer shall have no responsibility for any duties under this Section 4.20; the Depositor shall assume the duties of the Servicer under this Section 4.20 upon any termination of the Servicer pursuant to Section 6.1.

Section 4.21. Financial Covenants of the Servicer. The Servicer makes the following covenants:

(a) Minimum Tangible Net Worth. The Servicer agrees to maintain a minimum Tangible Net Worth of $110,000,000 plus 50% of Net Income and 100% of New Equity.

(b) Leverage Ratio. The Servicer agrees to maintain a Leverage Ratio of no more than 6:1.

(c) Defaults and Delinquencies. On any Determination Date, (A) the 6 month rolling average Delinquency Ratio (Serviced) exceeds 8.0% or (B) the 6 month rolling average Default Ratio (Serviced) exceeds 10.0%.

Section 4.22. Backup Servicer.

(a) Prior to assuming any of the Servicer's rights and obligations hereunder the Backup Servicer shall only be responsible to perform those duties and for only those obligations specifically imposed upon it by the provisions of the Backup Servicing Agreement herein, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein.

In the event of the Termination of the Backup Servicing Agreement, the Servicer shall appoint a successor Backup Servicer reasonably acceptable to the Agent and the Seller.

(b) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, whenever such acts or omissions occur whenever such liability is imposed.

(c) Notwithstanding anything to the contrary herein, the Agent shall have the right to remove the Backup Servicer with or without cause at any time and replace the Backup Servicer pursuant to the provisions of the Backup Servicing Agreement. In the event that the Agent exercises its right to remove and replace Concord Servicing Corporation as Backup Servicer, Concord Servicing Corporation shall have no further obligation to perform the duties of the Backup Servicer under this Agreement.

(d) The Servicer shall provide monthly, or as otherwise requested, to the Backup Servicer, or its agent, information on the Receivables sufficient to enable the Backup Servicer to assume the responsibilities as successor servicer and collect on the Receivables.

(e) Except as provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no liability for the acts or omissions of the Servicer. If any error, inaccuracy or omission (collectively, "Errors") exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, "Continued Errors"), the Backup Servicer shall have no liability for such Continued Errors; provided, however, that this provision shall not protect the Backup Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in discovering or correcting any Error or in the performance of its or their duties hereunder or under this Agreement.

(f) The Backup Servicer and its officers, directors, employees, representatives and agents shall be indemnified by the Servicer from and against all claims, damages, losses or expenses incurred by the Backup Servicer (including reasonable attorney's fees and expenses) arising out of claims asserted against the Backup Servicer by third parties on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim relates to an act or omission of the Servicer, the Seller, the Depositor or any of their Affiliates and accrues before the date on which the Backup Servicer assumes the duties of Servicer hereunder, and all claims, expenses, obligations, liabilities, losses, damages, injuries, penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Backup Servicer directly or indirectly relating to, or arising from, claims against the Backup Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs except for any claims, damages, losses or expenses arising from the Backup Servicer's own gross negligence, bad faith or willful misconduct. The obligations of the Servicer under this Section 4.22(f) shall survive the satisfaction and discharge of this Agreement or the earlier resignation or removal of the Backup Servicer.

In the absence of bad faith on the part of the Backup Servicer, the Backup Servicer may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Backup Servicer which conform to the requirements of this Agreement.

The Backup Servicer shall not be liable for any error of judgment made in good faith by an officer or officers of the Backup Servicer, unless it shall be conclusively determined by a court of competent jurisdiction that the Backup Servicer was grossly negligent in ascertaining the pertinent facts.

Whenever in the administration of the provisions of this Agreement the Backup Servicer shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Backup Servicer, be deemed to be conclusively proved and established by a certificate signed by one of the Servicer's officers, and delivered to the Backup Servicer and such certificate, in the absence of gross negligence or bad faith on the part of the Backup Servicer, shall be full warrant to the Backup Servicer of any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof.

The Backup Servicer, in its capacity as such, may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel.

The Backup Servicer, in its capacity as such, shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

The Backup Servicer, in its capacity as such, may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.

Section 4.23. Retention of Servicer. Bluegreen hereby covenants and agrees to act as Servicer under this Agreement for an initial term, commencing on the Initial Addition Date and ending on the third Payment Date, which term shall be extendible by the Agent, acting at the direction of a majority of the Percentage Interests of the Notes, for successive three-month terms ending on each third successive Payment Date (or, pursuant to revocable written standing instructions from time to time to Bluegreen, for any specified number of terms greater than one). Each such notice (including each notice pursuant to standing instructions, which shall be deemed delivered at the end of successive monthly terms for so long as such instructions are in effect) (a "Servicer Extension Notice") shall be delivered by the Agent to the Servicer and shall be in substantially the form of Exhibit K hereto. Bluegreen hereby agrees that, as of the date hereof and upon its receipt of any such Servicer Extension Notice, Bluegreen shall become bound, for the initial term beginning on the Initial Addition Date and for the duration of the term covered by such notice, to continue as the Servicer subject to and in accordance with the other provisions of this Agreement.

Section 4.24. Continuation of Servicing. Upon any sale or other disposition of some or all of the Receivables by the Indenture Trustee following an Amortization Event under the

Indenture, if requested by the Indenture Trustee (acting at the direction of the Agent on behalf of the Majority Noteholders) in writing, the Servicer will continue to service such Receivables in accordance with the terms hereof in consideration for continued payment of the Servicing Fee to the Servicer in accordance with the terms hereof.

END OF ARTICLE IV

ARTICLE V

THE SELLER, THE DEPOSITOR, THE SERVICER
AND THE CLUB TRUSTEE

Section 5.1. Liability. The Seller, the Depositor and the Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Seller, the Depositor or the Servicer, as the case may be herein.

Section 5.2. Merger or Consolidation. Any Person into which the Depositor, the Seller or the Servicer may be merged or consolidated, or any Person resulting from any merger, conversion or consolidation to which the Depositor, the Seller or the Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Seller or the Servicer shall be the successor of the Depositor, the Seller, the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor Servicer shall satisfy all the requirements of
Section 6.2(a) with respect to the qualifications of a successor Servicer; provided, further, that any merger or consolidation of the Seller or Servicer shall require the consent of the Agent if the resulting entity does not meet the financial covenants contained in Sections 4.21(a) and (b) hereof. The Depositor, the Seller or the Servicer shall provide the Agent with 30 days' prior notice of any such merger or consolidation.

Section 5.3. Limitation on Liability of the Servicer and Others. None of the Servicer, the Seller, the Depositor or any of their respective directors or officers or employees or agents shall be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders for any action taken or for refraining from the taking of any action by such Person in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller, the Depositor or any of their respective directors or officers or employees or agents against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder and that this provision shall not protect the Servicer against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

Section 5.4. Servicer Not to Resign. Provided that Bluegreen Corporation or its Affiliate is the Servicer, subject to the provisions of Sections 4.23 and 5.2, the Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this

Agreement or (ii) the Servicer has proposed a successor servicer to the Indenture Trustee and the Noteholders in writing and such proposed successor servicer is reasonably acceptable to the Majority Noteholders; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Backup Servicer shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with
Section 6.2. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.1 and 6.2 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause
(i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee. Notwithstanding anything in this Agreement to the contrary, in the event the Backup Servicer becomes the Servicer hereunder, at any time thereafter, the Backup Servicer may resign from its duties as Servicer upon not less than 90 days' written notice to the Agent, the Depositor and the Indenture Trustee.

Section 5.5. Delegation of Duties. In the ordinary course of business, the Servicer at any time may delegate any of its duties hereunder to any Person, including any of its Affiliates, who agrees to conduct such duties in accordance with standards comparable to those set forth in Section 4.1. Such delegation shall not relieve the Servicer of its liabilities and responsibilities with respect to such duties and shall not constitute a resignation within the meaning of Section 5.4. The Servicer shall provide the Indenture Trustee and the Backup Servicer with written notice prior to the delegation of any of its duties to any Person other than any of the Servicer's Affiliates or their respective successors and assigns. Notwithstanding anything to the contrary in this Agreement, the Backup Servicer, if acting as Servicer hereunder, shall have the right to resign from its duties hereunder upon 90 days' written notice to the Servicer, the Depositor, the Indenture Trustee and the Agent.

Section 5.6. Indemnification of the Issuer by the Servicer. The Servicer shall indemnify and hold harmless the Issuer, the Noteholders, the Custodian and the Indenture Trustee for the benefit of the Noteholders and their respective officers, directors, agents and employees from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's willful misfeasance, bad faith or gross negligence in the performance of its activities in servicing or administering the Receivables pursuant to this Agreement, including, but not limited to, any judgment, award, settlement, reasonable fees of counsel of its selection and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim related to the Servicer's willful misfeasance, bad faith or gross negligence. Any such indemnification shall not be payable from the assets of the Issuer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.6 shall survive termination of the Agreement or the earlier of the resignation or removal of the Indenture Trustee. To the extent not paid in accordance with Article VIII of the Trust Agreement, the Seller shall be secondarily liable for amounts owing under such Article VIII.

Section 5.7. Hedging Requirements. Upon prior written notice from the Agent to the Issuer and the Servicer, the Depositor 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 Noteholders pursuant to Section 2.3 hereof and the Indenture. Each Hedge Agreement must satisfy the Required Hedge Amount and shall otherwise be in form and substance satisfactory to the Agent.

Section 5.8. General Covenants of the Club Trustee.

Until the date on which the Note Principal Balance has been indefeasibly paid in full, the Club Trustee hereby covenants that:

(a) No Conveyance. The Club Trustee agrees not to convey any Resort Interest in the Club relating to a Receivable which has been sold and assigned to the Trust unless the Indenture Trustee shall have issued an instruction to the Club Trustee pursuant to Section 8.07(c) of the Club Trust Agreement in connection with its exercise of its rights as an Interest Holder Beneficiary (as defined in the Club Trust Agreement) under Section 7.02 of the Club Trust Agreement.

(b) Separate Corporate Existence. The Club Trustee shall:

(i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Club Trustee will not be diverted to any other Person or for other than trust or corporate uses of the Club Trustee, as applicable.

(ii) Ensure that, to the extent that it shares the same officers or other employees as any of its stockholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.

(iii) Ensure that, to the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) jointly do business with vendors or service providers or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Club Trustee and any of its Affiliates shall be only on an arms' length basis.

(iv) To the extent that the Club Trustee and any of its stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair

and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.

(v) Conduct its affairs strictly in accordance with the Club Trust Agreement, the covenants set forth on Schedule VI hereto or its Amended and Restated Articles of Incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders', trustees' and directors' meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.

(c) Merger or Consolidation. The Club Trustee shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the corporation formed by such consolidation or into which the Club Trustee, as the case may be, has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of the Club Trustee, as the case may be, as an entirety, can lawfully perform the obligations of the Club Trustee hereunder and executes and delivers to the Indenture Trustee an agreement in form and substance reasonably satisfactory to the Indenture Trustee which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Club Trustee under this Agreement.

(d) Corporate Matters. Notwithstanding any other provision of this
Section and any provision of law, the Club Trustee shall not do any of the following:

(i) engage in any business or activity other than as set forth herein or in or as contemplated by the Club Trust Agreement or its Amended and Restated Articles of Incorporation, as applicable;

(ii) without the affirmative vote of a majority of the members of the board of directors (or Persons performing similar functions) of the Club Trustee (which must include the affirmative vote of at least one duly appointed Independent Director (as defined in the Club Trust Agreement)), (A) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against it, (C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or a substantial part of its property, (E) make a general assignment for the benefit of creditors, (F) admit in writing its inability to pay its debts generally as they become due, (G) terminate the Club Managing Entity as manager under the Club Management Agreement or (H) take any corporate action in furtherance of the actions set forth in clauses (A) through (G)

above; provided, however, that no director may be required by any shareholder or beneficiary of the Club Trustee to consent to the institution of bankruptcy or insolvency proceedings against the Club Trustee so long as it is solvent;

(iii) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity; or

(iv) with respect to the Club Trustee, amend or otherwise modify its Amended and Restated Articles of Incorporation or any definitions contained therein in a manner adverse to the Indenture Trustee or any Noteholder without the prior written consent of the Agent.

(e) The Club Trustee shall not incur any Indebtedness other than (i) trade payables and operating expenses (including taxes) incurred in the ordinary course of business or (ii) in connection with servicing Resort Interests included in the Club's trust estate in the ordinary course of business consistent with past practices; provided, that in no event shall the Club Trustee incur Indebtedness for borrowed money.

END OF ARTICLE V

ARTICLE VI

TERMINATION EVENTS

Section 6.1. Servicer Termination Events.

(a) If any one of the following events ("Servicer Termination Events") shall occur and be continuing:

(i) The failure by the Servicer to make any payment or deposit required to be made by the Servicer hereunder, under the Lock-Box Agreement or any other Operative Document and the continuance of such failure for a period of two (2) Business Day after the date on which such payment or deposit was due and not made; or

(ii) The failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer (except those not applicable to Backup Servicer if its becomes Servicer hereunder) as set forth in this Agreement, which failure continues unremedied for a period of 30 days, after the date on which notice of such failure is delivered to the Servicer or the Servicer otherwise has actual knowledge of such fact; or

(iii) Any assignment by the Servicer of its duties or rights hereunder, under the Lock-Box Agreement, or any other Operative Document, except as specifically permitted hereunder or thereunder, or any attempt to make such an assignment; or

(iv) The entry against the Servicer or the Seller (if an Affiliate of the Servicer) of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs and the failure of such decree or order to be discharged or stayed for 60 days; or

(v) The Servicer or the Seller (if an Affiliate of the Servicer) shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or the Seller or of or relating to all or substantially all of its property, or the Servicer or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or

(vi) So long as the Seller is the Servicer, any failure of the Seller to repurchase any Receivable as required by Section 2.4; or

(vii) Any representation, warranty or statement of the Servicer (except those not applicable to Backup Servicer if it becomes Servicer hereunder) made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within 30 days after written notice thereof shall have been given to the Servicer or the Servicer otherwise has actual knowledge thereof, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or

(viii) Either of the Servicer or the Depositor shall consolidate or merge with or into any other Person other than as contemplated in
Section 5.2; or

(ix) Any failure by the Servicer to deliver the reports described in Article IV of this Agreement which remains uncured for three Business Days after the date on which such failure commences; provided, however that the period within which Servicer shall deliver such reports shall be extended to such longer period as is appropriate in the event of a Force Majeure Delay; provided further, that such longer period shall not exceed seven (7) Business Days; or

(x) Any default of a payment obligation under any other loan facility, debt instrument or any similar financing arrangement (such facility, instrument or financing arrangement to be an obligation of $5,000,000 or greater) of the Servicer or any "event of default", "early amortization event" or similar event under any indenture, facility or agreement to which the Servicer is a party and the lapse of all relevant grace periods thereunder if the effect of the default is to cause, or permit the holders of such obligation to cause, such loan facility, debt instrument or any similar financing arrangement to become due and payable; or

(xi) There shall have occurred any material adverse change in the operations of the Servicer since December 31, 2001, or any other event shall have occurred which materially affects the Servicer's ability to either collect the Receivables or to perform under this Agreement; or

(xii) A default or breach shall occur under any other agreement, document or instrument to which the Servicer is a party or by which the Servicer or its property is bound that is not cured within any applicable grace period therefor, and such default or breach (i) involves the failure to make any payment when due in respect of any Indebtedness of the Servicer in excess of five percent (5%) of the Servicer's Tangible Net Worth, or (ii) causes, or permits any holder of such Indebtedness or a trustee or agent to cause, Indebtedness or a portion thereof in excess of five percent (5%) of the Servicer's Tangible Net Worth to become due prior to its stated maturity or prior to its regularly scheduled dates of payment,

regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; or

(xiii) the Servicer (excluding Backup Servicer if it becomes the Servicer) ceases to own at least 100% of the Depositor; or

(xiv) Any failure by the Servicer to meet the financial covenants contained in Section 4.21; or

(xv) The Agent shall not have delivered a Servicer Extension Notice pursuant to Section 4.23.

(b) then, and in each and every such case, so long as a Servicer Termination Event shall not have been remedied within the applicable grace period, the Indenture Trustee shall, at the direction of the Agent on behalf of the Majority Noteholders, by notice then given in writing to the Servicer, terminate all of the rights and obligations of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to the Seller, the Issuer, the Depositor and the Backup Servicer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Receivables or otherwise, shall pass to and be vested in the Backup Servicer pursuant to and under this Section; and, without limitation, the Backup Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Receivable and related documents or otherwise. The Servicer agrees to cooperate with the Backup Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Backup Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer and to be deposited by it in the Note Account, or that have been deposited by the Servicer in the Lock-Box Account or thereafter received by the Servicer with respect to the Receivables. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivables Documents to the successor servicer and amending this Agreement to reflect such succession as servicer pursuant to this Section shall be paid by the Servicer (or if the Servicer is the Backup Servicer, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.

Section 6.2. Trustee to Act; Appointment of Successor.

(a) On and after the time the Servicer receives a notice of termination pursuant to Section 6.1 or 5.4, the Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof (except those not applicable to the Backup Servicer if the Backup Servicer becomes the Servicer hereunder) arising on and after its succession. As compensation therefor, the Backup Servicer shall be entitled to such compensation as Servicer as is provided for in Schedule V hereof under the heading "Servicing

Fee" and the exhibits thereto. Notwithstanding the above, if the Backup Servicer is legally unable so to act, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or contract servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. In the event that Concord Servicing Corporation, as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as successor servicer under this Section, Concord Servicing Corporation shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. Pending appointment of a successor to the Servicer hereunder, unless the Backup Servicer is prohibited by law from so acting, the Backup Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Receivables in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 4.7 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor servicer shall not affect any liability of the Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 4.4 or to indemnify the Indenture Trustee pursuant to Section 5.6, nor shall any successor servicer be liable for any acts or omissions of the Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

(b) Any successor, including the Backup Servicer, to the Servicer as servicer shall during the term of its service as servicer continue to service and administer the Receivables for the benefit of the Issuer and the Indenture Trustee, for the benefit of the Noteholders.

Section 6.3. Waiver of Servicer Termination Events. The Noteholders of a majority of the Percentage Interests of the Notes (the "Majority Noteholders") may, on behalf of all Noteholders, waive any events permitting removal of the Servicer as servicer pursuant to this Article VI, provided, however, that the Majority Noteholders may not waive a failure to make a required distribution on a Note without the consent of the Noteholder of such Note. Upon any waiver of a past Servicer Termination Event, such Servicer Termination Event shall cease to exist and any Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto except to the extent expressly so waived.

Section 6.4. Notification to Noteholders. Upon any termination or appointment of a successor to the Servicer pursuant to this Article VI or
Section 5.4, the Indenture Trustee shall give prompt written notice thereof to the Noteholders at their respective addresses appearing in the Register.

Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or the Backup Servicer be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor

Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein.

END OF ARTICLE VI

ARTICLE VII

TERMINATION

Section 7.1. Termination. This Agreement will terminate upon notice to the Indenture Trustee of the later of (i) the satisfaction and discharge of the Indenture pursuant to Section 4.1 of the Indenture or (ii) the disposition of all funds with respect to the last Receivable and the remittance of all funds due hereunder and the payment of all amounts due and payable to the Indenture Trustee, the Custodian, the Owner Trustee and the Issuer.

END OF ARTICLE VII

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Acts of Noteholders. Except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Majority Noteholders agree to take such action or give such consent or approval.

Section 8.2. Recordation of Agreement. To the extent permitted by applicable law, this Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all of the counties or other comparable jurisdictions in which any or all of the Resorts are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Noteholders' expense on direction of the Majority Noteholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Noteholders or is necessary for the administration or servicing of the Receivables.

Section 8.3. Duration of Agreement. This Agreement shall continue in existence and effect until terminated as herein provided.

Section 8.4. Successors and Assigns. All covenants and agreements in this Agreement by any party hereto shall bind its successors and assigns, whether so expressed or not.

Section 8.5. Severability. In case any provision in this Agreement or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 8.6. Governing Law; Submission to Jurisdiction.

(a) This Agreement and each Note shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein.

(b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided

by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts.

(c) Nothing contained in this Agreement shall limit or affect the right of the (i) Depositor, the Issuer, the Seller or the Servicer or third-party beneficiary hereunder, as the case may be, to start legal proceedings relating to any of the Receivables against any Obligor in the courts of any jurisdiction, or (ii) Backup Servicer in such capacity, or as successor Servicer, to sue for accrued but unpaid fees.

Section 8.7. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 8.8. Amendment. The Indenture Trustee, the Custodian, the Depositor, the Issuer, the Seller and the Servicer, may at any time and from time to time, with the prior written consent of the Agent on behalf of the Majority Noteholders, amend this Agreement, and the Indenture Trustee shall consent to the amendment for the purposes of (i) curing any ambiguity, (ii) correcting or supplementing any provisions of this Agreement which are inconsistent with any other provisions of this Agreement or adding provisions to this Agreement which are not inconsistent with the provisions of this Agreement, or (iii) adding any other provisions with respect to matters or questions arising under this Agreement. Notwithstanding anything to the contrary, no such amendment shall (A) change in any manner the amount of, or delay the timing of, payments which are required to be distributed to any Noteholder without the consent of the Noteholder of such Note or (B) change the percentages of Percentage Interest which are required to consent to any such amendments, without the consent of the Noteholders of all Notes then outstanding.

Prior to the execution of any amendment to this Agreement, the Indenture Trustee and the Backup Servicer shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to such execution and delivery have been satisfied. The Indenture Trustee and the Backup Servicer may, but shall not be obligated to enter into any such amendment which affects the Indenture Trustee's and the Backup Servicer's own rights, duties or immunities under this Agreement.

Section 8.9. Specification of Certain Tax Matters. Each Noteholder shall provide the Indenture Trustee with a completed and executed Form W-8IMY, W-9, W-8EXP, W-8ECI or W-8BEN (or any successor form), as applicable, prior to purchasing a Note. The Indenture Trustee shall comply with all requirements of the Code, and applicable state and local law, with respect to the withholding from any distributions made to any Noteholder of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

Indenture Trustee         U.S. Bank National Association
   or Custodian           180 East Fifth Street
                          St. Paul, Minnesota 55101
                          Attn: Structured Finance
                          Telecopier No.: (651) 244-0089

The Issuer:               BXG Receivables Note Trust 2001-A
                          c/o Wilmington Trust Company
                          Rodney Square North
                          1100 N. Market Street
                          Wilmington, DE 19890
                          Attention: Corporate Trust Administration/
                          BXG Receivables Note Trust 2001-A
                          Telecopier No.: (302) 651-8882

The Depositor:            Bluegreen Receivables Finance Corporation V
                          4960 Conference Way North, Suite 100
                          Boca Raton, Florida 33431
                          Attn: John Chiste
                          Telecopy: (561) 912-8123

Club Trustee:             Vacation Trust, Inc.
                          4950 Blue Lake Drive
                          Suite 400
                          Boca Raton, Florida 33431
                          Attention: Randi S. Tompkins
                          Telecopier No.: (561) 912-7999

The Servicer and Seller:  Bluegreen Corporation
                          4960 Conference Way North, Suite 100
                          Boca Raton, Florida 33431
                          Attn: John Chiste
                          Telecopy: (561) 912-8123

Backup Servicer           Concord Servicing Corporation
                          6560 North Scottsdale Road
                          Suite G-100
                          Scottsdale, Arizona 85253
                          Attn: Frederick G. Pink, Esq.
                          Telecopier No.: (480) 951-8879

Section 8.11. Benefits of Agreement. Nothing in this Agreement or in the Notes, expressed or implied, shall give to any Person, other than the Noteholders, the Owner Trustee and the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement.

Section 8.12. Legal Holidays. In any case where the date of any Payment Date, any other date on which any distribution to any Noteholder is proposed to be paid, or any date on which a notice is required to be sent to any Person pursuant to the terms of this Agreement shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Agreement) payment or mailing need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made or mailed on the nominal date of any such Payment Date, or such other date for the payment of any distribution to any Noteholder or the mailing of such notice, as the case may be, and no interest shall accrue for the period from and after any such nominal date, provided such payment is made in full on such next succeeding Business Day.

Section 8.13. No Petition. The parties hereto, by entering into this Agreement, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not institute against the Depositor, the Issuer or the Club Trustee, or join in any institution against the Depositor, the Issuer or the Club Trustee of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Operative Documents for one year and one day after the payment in full of the Notes.

Section 8.14. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein or in any other Operative Document to the contrary, it is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer and the Trust Estate, and (c) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

END OF ARTICLE VIII

IN WITNESS WHEREOF, the Issuer, the Depositor, the Seller, the Servicer, the Backup Servicer, the Club Trustee, the Custodian and the Indenture Trustee have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

BXG Receivables Note Trust 2001-A

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

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

BLUEGREEN RECEIVABLES FINANCE
CORPORATION V,
as Depositor

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

BLUEGREEN CORPORATION,
as Seller and Servicer

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

VACATION TRUST, INC., for itself and as Club Trustee under the Club Trust Agreement

By:      /s/ Shari A. Basye
         --------------------------
Name:    Shari A. Basye
         --------------------------
Title:   Secretary/Treasurer
         --------------------------

U.S. BANK NATIONAL ASSOCIATION
(formerly known as U.S. Bank Trust
National Association), solely as
Indenture Trustee and Custodian

By:      /s/ Tamara Schultz-Fugh
         --------------------------
Name:    Tamara Schultz-Fugh
         --------------------------
Title:   Vice President
         --------------------------

CONCORD SERVICING CORPORATION,
as Backup Servicer

By:      /s/ Fred Pink
         --------------------------
Name:    Fred Pink
         --------------------------
Title:   Vice President
         --------------------------

STATE OF                            )

                                    ):  ss.:

COUNTY OF                           )

On the 12th day of April 2002, before me, a notary public in and for the State of FL, personally appeared John F. Chiste, known to me who, being by me duly sworn, did depose and say that he/she resides at Boynton Beach, FL; that he/she is Sr. VP, Treasurer & CFO of Bluegreen Corporation, a Massachusetts corporation; one of the parties that executed the foregoing instrument; that he/she knows the seal of said company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like order.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

NOTARIAL SEAL

/s/ Martha L. Waltermire
------------------------------
      Notary Public

STATE OF                            )

                                    :  ss.:

COUNTY OF                           )

On the 12th day of April 2002, before me, a notary public in and for the State of FL, personally appeared Allan J. Herz, known to me who, being by me duly sworn, did depose and say that he resides at Boca Raton, FL; that he is President & Secretary of Wilmington Trust Company, a Delaware banking corporation; one of the parties that executed the foregoing instrument; that he/she knows the seal of said company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like order.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

NOTARIAL SEAL

/s/ Martha L. Waltermire
------------------------------
      Notary Public

STATE OF                            )

                                    :  ss.:

COUNTY OF                           )

On the _____ day of April 2002, before me, a notary public in and for the State of _______, personally appeared ________________, known to me who, being by me duly sworn, did depose and say that he resides at _________________________; that he is _________________ of U.S. Bank National Association (formerly known as U.S. Bank Trust National Association), a national banking association; one of the parties that executed the foregoing instrument; that he/she knows the seal of said company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like order.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

STATE OF                            )

                                    :  ss.:

COUNTY OF                           )

On the _____ day of April 2002, before me, a notary public in and for the State of _______, personally appeared ________________, known to me who, being by me duly sworn, did depose and say that he resides at _________________________; that he is _________________ of Bluegreen Receivables Finance Corporation V, a Delaware corporation; one of the parties that executed the foregoing instrument; that he/she knows the seal of said company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the members or board of managers of said company; and that he/she signed his/her name thereto by like order.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

STATE OF                            )

                                    :  ss.:

COUNTY OF                           )

On the _____ day of April 2002, before me, a notary public in and for the State of _______, personally appeared ________________, known to me who, being by me duly sworn, did depose and say that he resides at _________________________; that he is _________________ of Concord Servicing Corporation, a __________corporation; one of the parties that executed the foregoing instrument; that he/she knows the seal of said company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the members or board of managers of said company; and that he/she signed his/her name thereto by like order.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

STATE OF                            )

                                    ):  ss.:

COUNTY OF                           )

On the _____ day of April 2002, before me, a notary public in and for the State of _______, personally appeared _______________, known to me who, being by me duly sworn, did depose and say that he/she resides at _________________________; that he/she is ________________________ of Vacation Trust, Inc., a Florida corporation; one of the parties that executed the foregoing instrument; that he/she knows the seal of said company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like order.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

NOTARIAL SEAL

Notary Public, State of __________

My Commission Expires:

SCHEDULE I

LIST OF RECEIVABLES

A copy of this Schedule is maintained by the Indenture Trustee at the Corporate Trust Office.

SCHEDULE II

LOCK-BOX BANK

Fleet Bank Account Number

Service                                                    Fee
-------                                                    ---
Initial conversion fee.                      At an hourly rate of $100 per hour

Monthly fee for converting data from
diskette or tape and preparing a Trial       $0.075 per account
Balance Report one time per month.           but not less than $750 per month.

If Servicer or Agent requests Backup Servicer to perform work other than that listed above, and/or for which no charge has been previously established, it will be billed at the rate of $65.00 per hour for clerical time and $130.00 per hour for administrative and programming time, and all Backup Servicer's related out-of-pocket expenses will be billed to Servicer as provided in Section 2 of the Backup Servicing Agreement.

SERVICING FEE

(in the event the Backup Servicer becomes the Servicer)

Servicing Fees and Expenses.* The following fees will be charged to Client by Concord. They are in U.S. dollars unless otherwise stated in writing. On each anniversary date of this Agreement ("Anniversary Date"), the fees may automatically increase by an amount equal to one and one-half times the increase in the Consumer Price Index for the twelve-month period immediately prior to the Anniversary Date. Said fees will include the services to be performed by Concord as described in Exhibit A, Servicing, to include one set of payment coupons per year, client and lender reporting, telephone calls, and postage, in Exhibit C1, Delinquency Collections, if applicable; and in Exhibit D, Credit Reporting, if applicable. Fees for other services such as special programming, special reporting, and special mail handling, including Federal Express or Express Mail deliveries, shall be separate. The term "active accounts," as used in this Agreement, is defined as any of the Client's accounts which are on Concord's system and which are not canceled or paid-in-full accounts or accounts arising from cash sales. Any canceled or paid-in-full accounts or accounts arising from cash sales which are maintained on Concord's system at Client's request will be assessed a separate fee. In the event all or any part of the servicing hereunder is terminated prior to the written notice period as set forth in Article Eight,
Section 8.2 "Service Transfer" in the Sale and Servicing Agreement ("Premature Termination"), Client shall be required to pay any monthly processing, collection, and other fees as set forth below that would have been paid if such Premature Termination had not occurred.

     SERVICE                                                                                    COST
     I.   Receivables

          Conversion fee.                               No charge, provided data on diskette or 1/2"
                                                             computer tape acceptable to Concord and
                                                             programming time by Concord programmers
                                                                 does not exceed 3 hours. Otherwise,
                                                                                         negotiable.

          Monthly fee for processing and                         The first 0-5000 accounts $2.00 per
reporting per active account on Concord's system                                            account.
for any portion of a month. Minimum monthly fee                  The next 5001-10,000 accounts $1.80
is $350.00.*                                                                            per account.
                                                                 The next 10,001 and above $1.60 per
                                                                                            account.

     II.  Customer Service

          Monthly fee for customer service
per active account.                                                                       $0.75 Each

     III. Delinquency Collections

          Monthly collection fee per
delinquent account on Concord's system. Calls and
letters commence when an account is
approximately 16 days past due.                                                  $15.00 per account.

          Coupon books.                                                 $1.50 per book plus postage.

          Return item reprocessing fee. At the
written direction of Client,  this charge will be
added as a late charge to the account which caused
the return item.                                                                         20.00 each.

          Lockbox rental.                             At bank cost, but not less than $100 per year.

          Monthly fee for credit reporting per
active account on Concord's system for any portion
of a month (optional). (Minimum monthly fee for
credit reporting, in addition to any other fees or
minimums, is $50.00.)                                                             $0.10 per account.

          Setup, termination, cancellation, payoff,
reinstatement, or transfer fee, for any reason, per
account.                                                                          $3.00 per account.

IV. Other

If Client requests Concord to perform work other than that listed above, and/or for which no charge has been previously established, it will be billed at the rate of $50.00 per hour for clerical time and $110.00 per hour for administrative and programming time, and all Concord's related out-of-pocket expenses will be billed to Client.

EXHIBIT A TO SCHEDULE V

SERVICING

Concord will act as agent for and on behalf of Client in rendering the specific services for customer account management and administration as set forth in Section II of the Agreement and herein, and at the fees shown in Exhibit B, Fees.

The following is a description of the services to be provided by Concord.

(i) Conversion. (If applicable) Concord will determine the method of the data base conversion best suited to process data from existing records. Such processing may include tape and/or manual conversion methods depending on the source of information. Data shall be transferred and conversion reports prepared as required by Concord.

(ii) New Sales or Maintenance Fee Transmittals, Receivables Set-Up, and Customer Billing.

(1) Periodically, Client may transmit new sales and receivables data and/or maintenance fee data to Concord. Such sales and receivables data and/or maintenance fee data shall consist of copies of documents that provide sufficient information to enable Concord to adequately perform its servicing activities.

(2) Each group of such data shall be sent to Concord with a pre-numbered and dated transmittal form, to be supplied by Concord, identifying each sale and/or maintenance fee contract being transmitted.

(3) For those customers to whom loan payment coupons or statements are to be sent, within a reasonable period after receipt of necessary information relating to new sales, Concord will make necessary arrangements to forward to such customers loan payment coupons with return address labels or, if provided for in Exhibit B, Fees, and if instructed to do so by client, a statement. For customers who are on auto debit or credit card payment arrangements, if applicable, appropriate debit or credit card arrangements will be made. If Concord is to handle credit card payments for Client, Client agrees to establish an appropriate merchant bank account pursuant to an agreement with a merchant bank for the processing of credit card payments and agrees to enable Concord to process credit card payments hereunder. Periodically thereafter, if payment coupons are to be sent, a set of payment coupons with return address labels or a statement, if provided for in Exhibit B, Fees, and if instructed to do so by Client in writing, will be sent to each customer account.

(iii) Customer Payment Processing. Concord will apply customer payments to Concord's system. Customer payments are generally posted to their

accounts each business day with application to interest, late charge (if applicable), principal, and/or any other appropriate application. A reconciliation of cash applied and deposited is performed. It is Concord's policy to accept and hold postdated checks and other forms of payment that are postdated no more than five days and to send to Client for appropriate action or return to customer checks and other forms of payment postdated more than five days.

(iv) Customer Inquiries and File Maintenance. All customer correspondence pertaining to account servicing will be handled routinely in a manner consistent with Concord's standard policies and procedures. Furthermore, Concord will process and update all changes of address and account data consistent with Concord's standard policies and procedures.

(v) Customer Delinquent Account Processing and Collections. If agreed to between Client and Concord and for a fee or fees listed in Exhibit B, Concord will perform delinquency collections as described in Exhibits CI and CII hereto and report to Equifax Credit Information Services, Inc., Experian Credit Data Southwest, Inc., and Trans Union Credit Information Company as described in Exhibit D. The fees for collections set forth in Exhibit B assume client provides Concord with telephone numbers and addresses for at least 90% of those accounts on which collections are to be performed and that all accounts on which collections are to be performed are of individuals located in the United States. Fees for collections for accounts residing in Canada and other locations outside the United States are as set forth in Exhibit B (including any amendment thereto).

(vi) Cancellations. Cancellations will be processed in accordance with Client's instruction as agreed upon in writing by Concord and Client.

(vii) Year-End Reporting. Provided, as of January 31 of each calendar year following the calendar year in which this Agreement is executed, this Agreement is still in effect and, in addition, notice of termination as provided in Section II, paragraph 2, hereunder has not been given by any signatory hereto, Concord will, on behalf of client do as described below. (1) Provide a year-end loan interest statement indicating the total amount of interest paid by each obligor whose contract is being serviced by Concord. This interest statement shall be for interest paid January 1 through December 31 of the prior year, or from the date such purchaser's account was set up on Concord's receivables system, if later than January 1 of the prior year, through December 31 of the prior year. (2) Send to the Internal Revenue Service a magnetic tape reflecting interest paid during the calendar year for those above accounts on which the amount of interest paid is required by law to be reported along with appropriate Social Security numbers, if available, if and as Client is required to do so by federal income tax law and if requested to do so in writing by Client. Such reporting will be done using Client's tax I.D. number, and Client agrees to provide Concord with such tax I.D. number. If the annual year-end interest statement is sent separate from the annual coupon book for any reason (for example, because the Client requests

coupon books be sent to purchasers in a month other than January) or is sent because there is no payment coupon book being sent by Concord (for example, for paid-in-full or canceled contracts), there will be a separate charge of $1.50 plus postage per year-end interest statement.

(viii) Client Reporting. The following are the basic monthly reports provided by Concord to the Client. These reports will be provided on diskette or will be sent via e-mail, at the direction of the Client. Other reports are available as agreed upon in writing by Concord and Client and at an agreed upon fee.

In the case of installment receivables servicing:

Summary Transaction Activity
Detail Cash
Detail Non-Cash
New Sales
Canceled
Lender Change
Paid in Full
Reinstatement
Refinance
Assumptions
Trial Balance
Summary Delinquency
Detail Delinquency
Bank Balancing
List of Contracts
Report of Invalid Phone Numbers

In the case of maintenance fee servicing:

Summary Transaction Activity
Detail Cash
Detail Non-Cash
New Sales
Canceled
Lender Change
Reinstatement
Trial Balance
Summary Delinquency
Detail Delinquency
Bank Balancing
Developer Notes
Billing Transactions
List of Contracts

(ix) Bank Accounts. All funds from accounts being processed by Concord will be deposited into a bank account or bank accounts ("Bank Account(s)") established by Client at Bank One, Arizona, or other bank acceptable, in writing, to both Client and Concord.

(x) Termination/Transfer of Servicing. Upon termination for any reason of Concord's servicing duties hereunder and the payment of the termination fee to Concord as set forth in Exhibit B hereof, Concord will assist Client in the transfer of servicing to another servicer provided that all fees due Concord under this Agreement have been paid in advance of such transfer. As part of such transfer, Concord will also prepare and send to Client's customers

serviced under this Agreement written notice of transfer of servicing for an additional fee of $1.50 per notice letter plus cost of postage.

EXHIBIT CI TO SCHEDULE V

INSTALLMENT RECEIVABLES
DELINQUENCY COLLECTIONS

Below is the approximate sequence, timing, and number of phone calls, written notices, and letters for this Collection Plan for a payment due April 1 and not paid when due:

o Ten Phone Calls

o Three Letters or Two Letters and One "Notice of Default"

April 1                            Payment due

April 16  (16 days delinquent)     Phone call and/or Letter or
                                   Reminder Notice

April 24                           Phone call

May 1     (30 days delinquent)     Phone call

May 8                              Phone call

May 15    (45 days delinquent)     Phone call and/or Letter

May 23                             Phone call

June 1    (60 days delinquent)     Phone call

June 8                             Phone call

June 15   (75 days delinquent)     Phone call and/or Letter or Notice
                                   of Default.

June 23                            Phone call

July 1    (90 days delinquent)     Concord's collection efforts
                                   discontinued.

EXHIBIT D TO SCHEDULE V

CREDIT REPORTING

On behalf of Client, commencing with the month following receipt by Concord of payments on accounts or as otherwise instructed by Client to Concord in writing, Concord will report to Equifax Credit Information Services, Inc., Experian Credit Data Southwest, Inc., and Trans Union Credit Information Company the credit status of those individuals whose accounts are being serviced by Concord for Client and whose contract receivable payments have become 60 or more days past due and, where applicable, whose maintenance fee payments are 6 months or more past due. Thereafter, Concord will continue to report the appropriate delinquency information on a monthly basis from its records as long as the Agreement and this Exhibit remain in force.

Execution Copy

EXHIBIT 10.112

AMENDED AND RESTATED

NOTE PURCHASE AGREEMENT

Dated as of April 17, 2002

among

BXG RECEIVABLES NOTE TRUST 2001-A
as Issuer,

BLUEGREEN CORPORATION
as Seller and Servicer,

BLUEGREEN RECEIVABLES FINANCE CORPORATION V
as Depositor,

THE PURCHASERS PARTIES HERETO,
and

ING CAPITAL LLC,
as Agent

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

TABLE OF CONTENTS

                                                                            Page

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

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

         Section 4.1.     Representations and Warranties of Bluegreen........18
         Section 4.2.     Representations and Warranties of the Issuer.......21
         Section 4.3.     Representations and Warranties of the Depositor....23

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

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

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

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

                                LIST OF EXHIBITS

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

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

W I T N E S S E T H:

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

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

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

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

SECTION I. DEFINITIONS

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

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

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

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

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

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

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

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

(c) without limiting the foregoing, if with respect to such Interest Period such Purchaser shall have notified the Agent that the rate at which deposits of United States dollars are being offered to such Purchaser in the London interbank market does not accurately reflect the cost to such Purchaser of funding its interest in the Notes for such Interest Period, then the Alternate Rate for such Interest Period shall be a rate per annum equal to the Base Rate in effect from time to time during such Interest Period.

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

(a) An "Amortization Event" shall occur under, and as defined in, the Indenture; or

(b) Any representation or warranty made or deemed made by the Issuer, the Depositor, the Seller or the Servicer herein or in any other Related Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Related Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); provided that a breach of the Seller's representation and warranty under Section 2.2 of the Sale and Servicing Agreement shall be deemed to occur only if the Seller is required to and does not repurchase or provide substitute Receivables for the Receivables causing such violation in accordance with the terms of the Sale and Servicing Agreement within the time frame provided for therein;

(c) The Issuer, the Depositor, the Seller or the Servicer shall fail to observe or perform any material provision of any other agreement contained in this Agreement or any other Related Document (other than as

provided in paragraphs (a) and (b) of this definition), and such failure shall continue unremedied for a period of 5 Business Days after the Issuer, the Depositor, the Seller or the Servicer becomes aware of or is notified of such failure; or

(d) (i) The Indenture shall cease, for any reason, to be in full force and effect, or the Issuer shall so assert or (ii) the Lien created by the Indenture shall cease to be enforceable and of the same effect and priority purported to be created thereby.

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

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

"Base Rate" means, for any day, a rate per annum (in no event higher than the maximum rate permitted by applicable law) equal to the higher of (a) the rate of interest publicly announced or, if not publicly announced, quoted internally from time to time by the Agent at its principal office in New York, New York as its prime commercial lending rate in effect in the United States of America, such prime rate not intended to be the lowest rate of interest charged by the Agent to any class of debtors and (b) the rate quoted to the Agent at approximately 11:00 A.M., New York City time, by dealers in the New York Federal Funds Market for the overnight offering of dollars to the Agent for deposit, from time to time in effect, plus 0.50%, calculated based on the actual days elapsed in a year of 365 or 366 days, as applicable.

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

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

"Closing Date" shall mean June 29, 2001.

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

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

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

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

"Committed Purchaser" shall mean any Purchaser which has a Commitment, as set forth in its respective Joinder Supplement, and any Assignee of such Purchaser to the extent of the portion of such Commitment assumed by such Assignee pursuant to its respective Transfer Supplement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Interpretation" as used in Sections 6.1 and 6.2 hereof with respect to any law or regulation means the interpretation or application of such law or regulation by any Governmental Authority (including, without limitation, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government), central bank, accounting standards board or any comparable entity.

"Investing Office" shall mean initially, the office of any Purchaser (if any) designated as such, in the case of any initial Purchaser, in its Joinder Supplement and, in the case

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

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

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

"LIBO Business Day" means any day (a) other than (i) a Saturday, Sunday or
(ii) other day on which banks are required or authorized to close in London or New York City and (b) on which dealings in foreign currency and exchange are carried on in the London interbank market

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

"LIBO Rate Disruption Event" means, for any Interest Period and any Purchaser, any of the following: (a) a determination by such Purchaser that it would be contrary to law applicable to such Purchaser or to the directive of any central bank or other Governmental Authority having jurisdiction over such Purchaser to obtain United States dollars in the London interbank market to fund its investment in its interest in the Notes for such Interest Period or (b) the inability of such Purchaser by reason of circumstances affecting the London interbank market generally, to obtain United States dollars in such market to fund its investment in its interest in the Notes for such Interest Period.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION II. AMOUNT AND TERMS OF COMMITMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION III. CONDITIONS PRECEDENT

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

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

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

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

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

(e) The Agent shall have received:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION IV. REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION V. COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION VI. INCREASED COSTS, INCREASED CAPITAL, ETC.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION VII. THE AGENT

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

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

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

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

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

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

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

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

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

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

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

SECTION VIII. SECURITIES LAWS; TRANSFERS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION IX. MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BXG RECEIVABLES NOTE TRUST 2001-A

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

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

BLUEGREEN CORPORATION,
as Seller and Servicer

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

BLUEGREEN RECEIVABLES FINANCE CORPORATION V,
as Depositor

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

ING CAPITAL LLC, as Agent

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

EXHIBIT A

FORM OF INVESTMENT LETTER
[Date]

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

Bluegreen Receivables Finance Corporation V

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

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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

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

Title:

EXHIBIT B

FORM OF JOINDER SUPPLEMENT

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

W I T N E S S E T H

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

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

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

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

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

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

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

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

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

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

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

SCHEDULE I TO
JOINDER SUPPLEMENT

COMPLETION OF INFORMATION AND
SIGNATURES FOR JOINDER SUPPLEMENT

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

Item 1: Date of Joinder Supplement:

Item 2: Additional Purchaser:

Item 3: Signatures of Parties to Agreement:

Title:]

BXG RECEIVABLES NOTE TRUST 2001-A
as Issuer

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

Title:

ING Capital LLC, as Agent

Title:

Title:

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

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

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

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

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

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

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

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

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

     Liquidity Provider (if applicable):

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

          Liquidity Percentage:                                        -------%

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

SCHEDULE III TO
JOINDER SUPPLEMENT

FORM OF
JOINDER EFFECTIVE NOTICE

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

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

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

Very truly yours,

ING CAPITAL LLC, as Agent

EXHIBIT C

FORM OF TRANSFER SUPPLEMENT

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

W I T N E S S E T H:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SCHEDULE I TO
TRANSFER SUPPLEMENT

COMPLETION OF INFORMATION AND
SIGNATURES FOR TRANSFER SUPPLEMENT

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

Item 1: Date of Transfer Supplement:

Item 2: Transferor Purchaser:

Item 3: Purchasing Purchaser:

Item 4: Signatures of Parties to Agreement:

Title:

Title:

Title:

Title:

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

BXG RECEIVABLES NOTE TRUST 2001-A

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

     If applicable:

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

         Transferor Purchaser

         Noncommitted Purchaser Percentage
         Prior to Sale:                                                _______%

         Noncommitted Purchaser Percentage Sold:                       _______%

         Noncommitted Purchaser Percentage Retained:                   _______%

         Liquidity Providers and Liquidity Percentages after Sale:

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

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

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

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

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

         Transferor Purchaser Commitment Percentage
         Prior to Sale:                                                _______%

         Commitment Percentage Sold:                                   _______%

         Commitment Percentage Retained:                               _______%

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

         Commitment Sold:                                             $________

         Commitment Retained                                          $________

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

     Related Noncommitted Purchaser:                                ____________

     Liquidity Percentage Prior to Sale:                                _______%

     Liquidity Percentage Sold:

     Liquidity Percentage Retained:                                     _______%

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

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

     Outstanding Amount of Notes Sold:                                 $________

     Outstanding Amount of Notes Retained:                             $________

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

[Purchasing Purchaser]

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

         Initial Noncommitted Purchaser Percentage:                    _______%

         Liquidity Providers and Liquidity Percentages after Sale:

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

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

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

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

     If applicable:

         Committed Percentage:                                         _______%

         Commitment:                                                  $________

         Related Noncommitted Purchaser:                               ________

         Liquidity Percentage:                                         _______%

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

SCHEDULE III TO
TRANSFER SUPPLEMENT

Form of
Transfer Effective Notice

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

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

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

Very truly yours,

ING CAPITAL LLC, as Agent

EXHIBIT 10.113

AMENDED AND RESTATED

INDENTURE

between

BXG RECEIVABLES NOTE TRUST 2001-A,

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION

(formerly known as U.S. Bank Trust National Association),

as Indenture Trustee

Dated as of April 17, 2002

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

TABLE OF CONTENTS

                                                                                                               Page
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................2
         SECTION 1.1.         Definitions.........................................................................2
         SECTION 1.2.         Rules of Construction...............................................................7

ARTICLE II. THE NOTES.............................................................................................8
         SECTION 2.1.         Form; Authorized Amount.............................................................8
         SECTION 2.2.         Execution, Authentication, Delivery and Dating......................................9
         SECTION 2.3.         Registration; Registration of Transfer and Exchange.................................9
         SECTION 2.4.         Mutilated, Destroyed, Lost or Stolen Notes.........................................10
         SECTION 2.5.         Persons Deemed Registered Noteholders..............................................11
         SECTION 2.6.         Payment of Principal and Interest..................................................11
         SECTION 2.7.         Cancellation.......................................................................12
         SECTION 2.8.         Release of Collateral..............................................................12
         SECTION 2.9.         Restriction on Transfers of Notes..................................................13
         SECTION 2.10.        Tax Treatment......................................................................13

ARTICLE III. COVENANTS...........................................................................................13
         SECTION 3.1.         Payment of Principal and Interest..................................................13
         SECTION 3.2.         Money for Payments To Be Held in Trust.............................................13
         SECTION 3.3.         Existence..........................................................................15
         SECTION 3.4.         Protection of Collateral...........................................................15
         SECTION 3.5.         Opinions as to Collateral..........................................................15
         SECTION 3.6.         Performance of Obligations; Servicing of Receivables...............................16
         SECTION 3.7.         Negative Covenants.................................................................17
         SECTION 3.8.         Annual Statement as to Compliance..................................................18
         SECTION 3.9.         Covenants of the Issuer............................................................18
         SECTION 3.10.        Investment Company Act.............................................................18
         SECTION 3.11.        Restricted Payments................................................................18
         SECTION 3.12.        Treatment of Notes as Debt for Tax Purposes........................................19
         SECTION 3.13.        Notice of Amortization Events......................................................19
         SECTION 3.14.        Further Instruments and Acts.......................................................19
         SECTION 3.15.        Capital Expenditures...............................................................19

ARTICLE IV. SATISFACTION AND DISCHARGE...........................................................................19
         SECTION 4.1.         Satisfaction and Discharge of Indenture............................................19
         SECTION 4.2.         Application of Trust Money.........................................................20
         SECTION 4.3.         Repayment of Moneys Held by Paying Agent...........................................20

ARTICLE V. REMEDIES..............................................................................................21
         SECTION 5.1.         Amortization Events................................................................21
         SECTION 5.2.         Acceleration of Maturity; Rescission and Annulment.................................22
         SECTION 5.3.         Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..........23

         SECTION 5.4.         Remedies; Priorities...............................................................25
         SECTION 5.5.         Optional Preservation of the Collateral............................................26
         SECTION 5.6.         Limitation of Suits................................................................26
         SECTION 5.7.         Unconditional Rights of Registered Noteholders To Receive Principal and
                              Interest...........................................................................27
         SECTION 5.8.         Restoration of Rights and Remedies.................................................27
         SECTION 5.9.         Rights and Remedies Cumulative.....................................................28
         SECTION 5.10.        Delay or Omission Not a Waiver.....................................................28
         SECTION 5.11.        Control by Registered Noteholders..................................................28
         SECTION 5.12.        Waiver of Past Amortization Events.................................................29
         SECTION 5.13.        Undertaking for Costs..............................................................29
         SECTION 5.14.        Waiver of Stay or Extension Laws...................................................29
         SECTION 5.15.        Action on Notes....................................................................29
         SECTION 5.16.        Performance and Enforcement of Certain Obligations.................................30

ARTICLE VI. THE INDENTURE TRUSTEE................................................................................30
         SECTION 6.1.         Duties of Indenture Trustee........................................................30
         SECTION 6.2.         Rights of Indenture Trustee........................................................32
         SECTION 6.3.         Individual Rights of Indenture Trustee.............................................32
         SECTION 6.4.         Indenture Trustee's Disclaimer.....................................................33
         SECTION 6.5.         Notice of Amortization Events......................................................33
         SECTION 6.6.         Reports by Indenture Trustee to Registered Noteholders.............................33
         SECTION 6.7.         Compensation and Indemnity.........................................................33
         SECTION 6.8.         Replacement of Indenture Trustee...................................................33
         SECTION 6.9.         Successor Indenture Trustee by Merger..............................................34
         SECTION 6.10.        Appointment of Co-Indenture Trustee or Separate-Indenture Trustee..................35
         SECTION 6.11.        Eligibility; Disqualification......................................................36
         SECTION 6.12.        Maintenance of Office or Agency....................................................36

ARTICLE VII. NOTEHOLDERS' LISTS AND REPORTS......................................................................37
         SECTION 7.1.         Preservation of Information; Communications to Registered Noteholders..............37

ARTICLE VIII. ACCOUNTS, DISBURSEMENTS AND RELEASES...............................................................37
         SECTION 8.1.         Collection of Money................................................................37
         SECTION 8.2.         Accounts; Distributions............................................................37
         SECTION 8.3.         General Provisions Regarding Accounts..............................................37
         SECTION 8.4.         Release of Collateral..............................................................37

ARTICLE IX. SUPPLEMENTAL INDENTURE...............................................................................38
         SECTION 9.1.         Reserved...........................................................................38
         SECTION 9.2.         Supplemental Indentures............................................................38
         SECTION 9.3.         Execution of Supplemental Indenture................................................39
         SECTION 9.4.         Effect of Supplemental Indenture...................................................39
         SECTION 9.5.         Reference in Notes to Supplemental Indenture.......................................40

ARTICLE X. BORROWINGS............................................................................................40
         SECTION 10.1.        Optional Borrowing.................................................................40

ARTICLE XI. MISCELLANEOUS........................................................................................41
         SECTION 11.1.        Compliance Certificates and Opinions, etc..........................................41
         SECTION 11.2.        Form of Documents Delivered to Indenture Trustee...................................41
         SECTION 11.3.        Acts of Registered Noteholders.....................................................42
         SECTION 11.4.        Notices, etc., to Indenture Trustee and Issuer.....................................43
         SECTION 11.5.        Notices to Registered Noteholders; Waiver..........................................43
         SECTION 11.6.        Effect of Headings and Table of Contents...........................................44
         SECTION 11.7.        Successors and Assigns.............................................................44
         SECTION 11.8.        Separability.......................................................................44
         SECTION 11.9.        Benefits of Indenture..............................................................44
         SECTION 11.10.       Legal Holidays.....................................................................44
         SECTION 11.11.       Governing Law......................................................................44
         SECTION 11.12.       Counterparts.......................................................................44
         SECTION 11.13.       Recording of Indenture.............................................................44
         SECTION 11.14.       Trust Obligation...................................................................44
         SECTION 11.15.       No Petition........................................................................45
         SECTION 11.16.       Inspection.........................................................................45
         SECTION 11.17.       Limitation of Liability of Owner Trustee...........................................45

EXHIBIT A     -    Form of Note
EXHIBIT B-1   -    Form of Certificate Regarding Transfer (Accredited Investor)
EXHIBIT B-2   -    Form of Certificate Regarding Transfer (Rule 144A)
EXHIBIT B-2   -    Form of Borrowing Certification

This AMENDED AND RESTATED INDENTURE (this "Indenture" or this "Agreement") dated as of April 17, 2002, between BXG RECEIVABLES NOTE TRUST 2001-A, a Delaware business trust (the "Issuer"), and U.S. BANK NATIONAL ASSOCIATION (formerly known as U.S. Bank Trust National Association), a national banking association, as indenture trustee and not in its individual capacity (the "Indenture Trustee") amends and restates in its entirety, the Indenture dated as of June 29, 2001 (the "Old Indenture") by and among the parties hereto.

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Registered Noteholders of the BXG Receivables Note Trust 2001-A Asset-Backed Notes, Series 2001-A.

GRANTING CLAUSE

Subject to the terms of the Old Indenture and this Indenture, the Issuer has Granted, hereby Grants and shall continue to Grant to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Registered Noteholders, (i) all of the Issuer's right, title and interest in and to each Receivable identified on the Schedule of Receivables, including the related Receivables Documents, from time to time existing (x) at the close of business on the Cut-Off Date, in the case of the Initial Receivables and (y) at the close of business on each Additional Cut-Off Date, in the case of Additional Receivables, (ii) any other property which secured such Receivable and which has been acquired by foreclosure or deed in lieu of foreclosure or otherwise, (iii) the portion of the Issuer's interest in any Insurance Policies relating to such Receivables, (iv) the Issuer's interest in the Operative Documents, (v) all funds on deposit from time to time in the Note Account, (vi) all payments on and proceeds of any of the foregoing after the Cut-Off Date or the Additional Cut-Off Date, as applicable, and (vii) all rights and remedies under each of the Lock-Box Agreement, the Custodial Agreement, the Backup Servicing Agreement, the Sale and Servicing Agreement, each Addition Agreement, each Substitution Agreement and each Hedge Agreement (collectively, the "Trust Estate" or the "Collateral"), excluding, in each case, monies and other property which have been properly paid or released in accordance with the terms of this Indenture and the other Operative Documents.

The foregoing Grants are made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, (ii) the payment of all other amounts payable under this Indenture and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as indenture trustee on behalf of the Registered Noteholders, acknowledges such Grants, accepts the trusts hereunder and agrees to perform its duties required in this Indenture in accordance with its terms.

The Indenture Trustee (or the Custodian, on behalf of the Indenture Trustee) shall hold the Receivables Documents in trust, for the use and benefit of the Issuer and all present and future Registered Noteholders, and shall retain possession thereof. The Indenture Trustee further agrees and acknowledges that each other item of Collateral that is physically delivered to the

Indenture Trustee or the Custodian on its behalf will be held by the Indenture Trustee, or by a Custodian, on behalf of the Indenture Trustee, in the State of Minnesota or in any other location acceptable to the Indenture Trustee and the Servicer.

The Indenture Trustee further acknowledges that in the event the conveyance of the Receivables by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement is determined to constitute a financing, the Indenture Trustee (or the Servicer as its agent) holds the Receivables as the assignee of the Issuer.

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Sale and Servicing Agreement.

"Act": The meaning specified in Section 11.3(a) hereof.

"Additional Borrowing Test": with respect to any Borrowing, a test satisfied if, after giving effect to such Borrowing, the Borrowing Base exceeds the sum of the Note Principal Balance plus the amount of interest which will accrue on the Notes through the next Payment Date.

"Affiliate": With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agent": ING Capital LLC, in its capacity as agent for the purchasers parties to the Note Purchase Agreement and its successors and assigns in such capacity.

"Aggregate Undrawn Amount": At any time, the excess, if any, of (i) the aggregate amount of the Commitments over (ii) the Outstanding Amount at such time.

"Amortization Event": The meaning specified in Section 5.1 hereof.

"Authorized Officer": With respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

"Borrowing": The meaning specified in Section 10.1 hereof.

"Borrowing Base": On each Determination Date, the sum of (i) the product of
(x) the Borrowing Base Percentage and (y) the Aggregate Outstanding Receivable Balance of Eligible Receivables as of the close of business on the last day of the related Collection Period minus the Excluded Receivables Balance as of the close of business on the last day of the related Collection Period plus (ii) the amount, if any, on deposit in the Note Account as of the close of business on the last day of the related Collection Period.

"Borrowing Base Percentage": On any day, the lower of (i) 85% and (ii) (x) 100% minus (y) the percentage credit enhancement required by Moody's and Fitch to achieve a rating of Baa2 and BBB, respectively, from such Rating Agencies with respect to a securitization by the Seller or its Affiliates of Eligible Receivables similar to those included in the Trust Estate. Such percentage credit enhancement shall be evidenced by the credit enhancement required with respect to the most recent such securitization or pursuant to special request of the Agent or the Servicer to such Rating Agencies.

"Borrowing Base Deficiency": On any date, the excess, if any, of the sum of the Note Principal Balance as of such date plus the amount of interest accrued on the Notes as of such date over the Borrowing Base as of such date.

"Borrowing Certification": The Borrowing Certification attached hereto, substantially in the form of Exhibit C.

"Borrowing Date": The meaning specified in Section 10.1 hereof.

"Business Day": Any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banking institutions in the states of New York, Massachusetts, Minnesota or the state in which the Corporate Trust Office is located are authorized or obligated by law or executive to be closed.

"Certificate of Trust": The certificate of trust of the Issuer substantially in the form of Exhibit A to the Trust Agreement.

"Closing Date": June 29, 2001.

"Commitment": "Commitment" as defined in the Note Purchase Agreement.

"Code": The Internal Revenue Code of 1986, as amended.

"Collateral": The meaning specified in the Granting Clause of this Indenture.

"Corporate Trust Office": The principal office of the Indenture Trustee at 180 East Fifth Street, St. Paul, MN 55101, Attn: Ms. Tammy Schultz-Fugh, or the principal office of any successor Indenture Trustee hereunder.

"Custodian's Receipt": The meaning set forth in the Custodial Agreement.

"Default Ratio (Pledged)": For any Determination Date, the ratio (expressed as a percentage) the numerator of which is the product of (i) 12 and (ii) the Aggregate Outstanding Receivables Balance of all Receivables that became Defaulted Receivables during the related Collection Period (less any reinstated Receivables) and the denominator of which is the Aggregate Outstanding Receivables Balance of all Receivables in the Trust Estate, in each case as of the last day of the related Collection Period (expressed as a percentage).

"Delinquency Ratio (Pledged)": With respect to any date of determination, the ratio (expressed as a percentage) of (i) the Aggregate Outstanding Receivables Balance of all Delinquent Receivables in the Trust Estate divided by the Aggregate Outstanding Receivables Balance of all Receivables in the Trust Estate, in each case as of the last day of the related Collection Period (expressed as a percentage).

"Depositor": Bluegreen Receivables Finance Corporation V, a Delaware corporation, or any successor thereto.

"Designated Depository Institution": A federal or state chartered depository institution acceptable to the Indenture Trustee, acting in its fiduciary capacity, having combined capital and surplus of at least $50,000,000.

"Exchange Act": The Securities Exchange Act of 1934, as amended.

"Final Payment Date": the Payment Date in March 2006.

"Grant": To mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

"Indenture Trustee": U.S. Bank National Association (formerly known as U.S. Bank Trust National Association), a national banking association, as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.

"Independent": When used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor on the Notes, the Depositor, the Servicer, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Depositor, the Servicer, the Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Depositor, the Servicer, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee,

partner, director or person performing similar functions; provided, however, that a Person shall not be excluded from the definition of "Independent" solely because such Person is a director of Bluegreen Receivables Finance Corporation IV and/or Bluegreen Receivables Finance Corporation V, each, a Delaware Corporation.

"Independent Certificate": A certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Agent in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof.

"Initial Borrowing Date": The date on which the initial Borrowing takes place.

"Issuer": BXG Receivables Note Trust 2001-A, until a successor replaces it and, thereafter, the successor.

"Issuer Order" and "Issuer Request": A written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

"Note": A BXG Receivables Note Trust 2001-A, Asset Backed Note, Series 2001-A, substantially in the Form of Exhibit A hereto.

"Note Principal Balance": As of any time of determination, the Original Note Principal Balance plus the aggregate principal amount of all additional Borrowings pursuant to Section 10.1 hereof less the aggregate of all amounts actually distributed to the holders of the Notes on account of principal pursuant to Section 3.2 or 3.8 of the Sale and Servicing Agreement prior to such date.

"Note Purchase Agreement": The Amended and Restated Note Purchase Agreement dated as of April 17, 2002, among the Trust, the Depositor, the Seller, the Servicer, the Purchasers parties thereto and the Agent.

"Note Register" and "Note Registrar": The respective meanings specified in
Section 2.3.

"Officer's Certificate": A certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1, and delivered to the Indenture Trustee.

"Opinion of Counsel": One or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be counsel to the Issuer or an Affiliate of the Issuer and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the Indenture Trustee, as Indenture Trustee, and shall comply with any applicable requirements of Section 11.1 and shall be in form and substance reasonably satisfactory to the Indenture Trustee.

"Outstanding": With respect to any Note and as of the date of determination, any Note theretofore authenticated and delivered under this Indenture except:

(i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(ii) Notes the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Registered Noteholders of such Notes;

(iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; and

(iv) Notes as to which the Indenture Trustee has made final payment, whether or not such Notes are ever surrendered or otherwise returned to the Indenture Trustee;

provided, that in determining whether the Registered Noteholders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or under any Operative Document, Notes owned by the Issuer, any other obligor upon the Notes, the Depositor, the Seller, the Servicer, or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding (unless such person owns 100% of the Notes), except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons.

"Outstanding Amount": The aggregate principal amount of all Notes that are Outstanding at the date of determination. The Outstanding Amount shall not include the Aggregate Undrawn Amount.

"Owner Trustee": Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.

"Paying Agent": The Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 and is authorized by the Issuer to make payments to and distributions from the Note Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

"Payment Date": The first Business Day of each month, commencing in August 2001.

"Principal Distribution Amount" With respect to each Payment Date before a Facility Termination Date, the principal amount of Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions of principal on such Payment Date and for each Payment Date on or after a Facility Termination Date, an amount equal to the Note Principal Balance.

"Proceeding": Any suit in equity, action at law or other judicial or administrative proceeding.

"Record Date": With respect to any Payment Date, the close of business on the Business Day immediately preceding a Payment Date.

"Registered Noteholder": The Person in whose name a Note is registered on the Note Register on the applicable Record Date.

"Responsible Officer": With respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.

"Sale and Servicing Agreement": The Amended and Restated Sale and Servicing Agreement dated as of April 17, 2002, among the Issuer, the Depositor, the Seller, the Servicer, Concord Servicing Corporation, as Backup Servicer, Vacation Trust, Inc., as Club Trustee, U.S. Bank National Association, as Custodian, and the Indenture Trustee.

"Securities Act": The Securities Act of 1933, as amended.

"Seller": Bluegreen Corporation, a Massachusetts corporation in its capacity as Seller under the Sale and Servicing Agreement, and its permitted successors and assigns.

"Servicer": Bluegreen Corporation, a Massachusetts corporation in its capacity as Servicer under the Sale and Servicing Agreement, and its permitted successors and assigns.

"State": Any one of the 50 States of the United States of America or the District of Columbia.

"Successor Servicer": The meaning specified in Section 3.5(e).

"Trust Estate": The meaning specified in the granting clause.

"UCC": Unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

SECTION 1.2. Rules of Construction. Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time;

(iii) "or" is not exclusive;

(iv) "including" means including without limitation;

(v) words in the singular include the plural and words in the plural include the singular; and

(vi) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented (as provided in such agreements) and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

ARTICLE II.

THE NOTES

SECTION 2.1. Form; Authorized Amount. The Notes shall be designated as the "BXG Receivables Note Trust 2001-A, Asset Backed Notes, Series 2001-A". The aggregate maximum principal amount of Notes which may be issued under this Indenture shall not exceed $125,000,000. The Notes, together with the Indenture Trustee's certificate of authentication, shall be in substantially the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officer or officers executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Notes will be issued and registered in certificated form and will be typewritten, printed, lithographed or engraved or produced by any combination of these methods, all as determined by the officer or officers executing such Notes, as evidenced by the execution of such Notes.

The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. The Notes are revolving notes -- additional borrowings may be made under the Notes pursuant to Section 10.1 and the principal of the Notes may be repaid and reborrowed without penalty pursuant to the terms hereof.

The Notes may be marked as temporary, and any Note being so marked may be cancelled and destroyed for substitution by a replacement Note, subject to the provisions of Section 2.2.

SECTION 2.2. Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Owner Trustee shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

Upon Issuer Request, receipt of the Notes registered in the name of Credit Suisse First Boston, New York Branch (the "CSFB Note") and cancellation of the CSFB Note, the Indenture Trustee shall authenticate the Notes for original issue in the form of a single, fully registered Note in the name of ING Capital LLC, as Agent and in the principal amount of $125,000,000 and deliver such Note to the Agent against payment of the principal amount of the initial Borrowing pursuant to Section 10.1 hereof by wire transfer of immediately available funds to the Issuer.

The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Initial Borrowing Date shall be dated the Initial Borrowing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $10,000,000 and integral multiples of $1,000 in excess thereof, but will evidence only the pro rata portion of the Outstanding Amount of advances made in respect thereof pursuant hereto.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.3. Registration; Registration of Transfer and Exchange. The Indenture Trustee shall cause to be kept a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Indenture Trustee shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Indenture Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Indenture Trustee is appointed by the Indenture Trustee as Note Registrar, the Indenture Trustee will give the Issuer and the Agent prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The Issuer, the Servicer and their respective designees shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Issuer and the Servicer shall have the right to obtain from time to time and to rely upon a certificate

executed on behalf of the Note Registrar by an Authorized Officer thereof as to the names and addresses of the Registered Noteholders and the principal amounts and number of such Notes.

Subject to the terms and conditions of this Indenture, upon surrender for registration of transfer of any Note in compliance with the requirements of this
Section 2.3 and Section 2.9 at the office or agency of the Indenture Trustee to be maintained as provided in Section 6.12, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Registered Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations, of a like aggregate principal amount.

At the option of any Registered Noteholder, Notes owned by such Registered Noteholder may be exchanged for other Notes in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Subject to the terms and conditions of this Indenture, whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Registered Noteholder shall obtain from the Indenture Trustee, the Notes which the Registered Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, and be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Registered Noteholder thereof or such Registered Noteholder's attorney duly authorized in writing.

The Notes represent the sole obligation of the Issuer payable from the Collateral and do not represent the obligations of the Seller, the Servicer, the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee or the Custodian.

No service charge shall be made to a Registered Noteholder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.4 not involving any transfer.

SECTION 2.4. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or (ii) the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer, the Seller, the Servicer, the Depositor and the Indenture Trustee harmless (the unsecured indemnity of the Agent, in its individual capacity and not as Agent, being sufficient for such purpose), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that the destroyed, lost or stolen Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met as to such destroyed, lost or stolen Note, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in

exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and each of the Issuer, Indenture Trustee, Seller, Servicer and Depositor shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by it in connection therewith.

Upon the issuance of any replacement Note under this Section, the Indenture Trustee may require the payment by the Registered Noteholder of such Note, of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses of the Issuer and the Indenture Trustee connected therewith.

SECTION 2.5. Persons Deemed Registered Noteholders. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.6. Payment of Principal and Interest. The Note Principal Balance shall accrue interest on each day the Notes are outstanding as follows: (i) the Note Principal Balance outstanding after giving effect to all payments on a Payment Date shall accrue interest at the "Note Interest Rate", determined as provided in the Note Purchase Agreement, for the Interest Period beginning on such Payment Date, and (ii) the principal amount of each Borrowing during an Interest Period shall accrue interest for the period from the related Borrowing Date to the end of such Interest Period at the "Note Interest Rate", determined as provided in the Note Purchase Agreement, with respect to such period and such Borrowing, determined as provided in the Note Purchase Agreement. The amount of interest payable in respect of the Notes on each Payment Date shall be equal to the aggregate amount of interest determined pursuant to the preceding sentence, provided that if any principal amount described in clause (i) or (ii) of the preceding sentence together with interest accrued thereon to the date of payment is paid prior to the end of such Interest Period pursuant to Section 3.8 of the Sale and Servicing Agreement, then (x) Note Monthly Interest with respect to such Interest Period shall not include the amount of interest so prepaid and (y) such principal amount shall cease accruing interest as of the date of such prepayment.

(a) The principal of each Note shall be payable as provided in the Sale and Servicing Agreement and the form of the Notes set forth in Exhibit A. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the earlier of (i) the Final Payment Date and (ii) the date on which an Amortization Event shall have occurred and be continuing, if the Indenture Trustee or the Registered Noteholders representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 (unless such declaration has been rescinded pursuant to the terms hereof).

(b) Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note is registered on the related Record Date by wire transfer in immediately available funds to the account designated by such Person prior to such Record Date, or, in the absence of any such designation, by check mailed to such Person at the address of such Person appearing in the Note Register; except that the final installment of principal and interest payable with respect to such Note on a Payment Date or on the applicable Final Payment Date shall be payable as provided in paragraph (c) below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.2.

(c) All principal and interest payments on the Notes shall be made pro rata to the Registered Noteholders. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which it expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Such final installment shall be paid only upon presentation and surrender of such Note to the Indenture Trustee.

SECTION 2.7. Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time, unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

SECTION 2.8. Release of Collateral. The Indenture Trustee shall not release property from the lien of this Indenture except in accordance with the terms of this Indenture, the Sale and Servicing Agreement and the Custodial Agreement.

SECTION 2.9. Restriction on Transfers of Notes. No sale, pledge or other transfer of record or beneficial ownership of a Note or any interest therein shall be made unless such transfer is exempt from the registration requirements of the Securities Act, and any applicable state securities laws or is made in accordance with said Securities Act and laws, this Indenture and the Note Purchase Agreement. The Issuer and the Indenture Trustee shall require the transferee to execute an investment letter in the form of Exhibit B-1 or B-2 hereto certifying to the Issuer, the Indenture Trustee, the Servicer, the Depositor and the Seller the facts surrounding such transfer, which investment letter shall not be an expense of any such Person. The Registered Noteholder of a Note desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer, the Depositor and the Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

SECTION 2.10. Tax Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Collateral. The Issuer, by entering into this Indenture, and each Registered Noteholder, by its acceptance of a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

ARTICLE III.

COVENANTS

SECTION 3.1. Payment of Principal and Interest. The Issuer will duly and punctually pay (or will cause to be duly and punctually paid) the principal of and interest, if any, on the Notes in accordance with the terms of the Notes, this Indenture and the other Operative Documents. Without limiting the foregoing, subject to and in accordance with Section 8.2(b), on each Payment Date the Issuer will cause to be distributed to the Registered Noteholders from Available Funds on deposit in the Note Account all amounts required to be so distributed pursuant to the Sale and Servicing Agreement. Amounts properly withheld under the Code or any applicable state law by any Person from a payment to any Registered Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Registered Noteholder for all purposes of this Indenture.

SECTION 3.2. Money for Payments To Be Held in Trust. All payments of amounts due and payable with respect to any Notes pursuant to Section 8.2 shall be made on behalf of the Issuer by the Indenture Trustee or by the Paying Agent, and no such amounts shall be paid over to the Issuer except as provided in this
Section 3.2.

The Issuer hereby appoints the Indenture Trustee as a Paying Agent. The Issuer may appoint other Paying Agents from time to time. Any such other Paying Agent shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section
6.11. The Issuer shall not appoint any Paying Agent (other

than the Indenture Trustee) which is not, at the time of such appointment, a Designated Depository Institution.

The Issuer will cause each Paying Agent to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.2, that such Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Registered Noteholders entitled thereto until such sums shall be paid to such Registered Noteholders or otherwise disposed of as herein provided and pay such sums to such Registered Noteholders as herein provided;

(ii) give the Indenture Trustee notice of any occurrence that is, or with notice or with the lapse of time or both would become, an Amortization Event by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such occurrence described in clause (ii) above, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment;

(v) comply with all requirements of the Code or any applicable state law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; and

(vi) not commence a bankruptcy proceeding against the Issuer in connection with this Indenture.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to escheat of funds or abandoned property, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Registered Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so

paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Registered Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Registered Noteholder).

SECTION 3.3. Existence. The Issuer will keep in full effect its existence, rights and franchises as a business trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes and the Collateral.

SECTION 3.4. Protection of Collateral. The Issuer will, from time to time, execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(i) provide further assurance with respect to the Grant of all or any portion of the Collateral;

(ii) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iv) enforce any rights with respect to the Collateral; and

(v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in such Collateral against the claims of all persons and parties.

SECTION 3.5. Opinions as to Collateral. Once each year commencing on May 1, 2003, the Issuer shall furnish, to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and

continuation statements as is necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture during the following 12-month period.

SECTION 3.6. Performance of Obligations; Servicing of Receivables.

(a) The Issuer will not take any action and will use its commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement, the Custodial Agreement or such other instrument or agreement.

(b) The Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer pursuant to the Sale and Servicing Agreement to assist the Issuer in performing its duties under this Indenture and the other Operative Documents.

(c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable.

(d) If the Issuer shall have knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee in writing thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such Servicer Termination Event.

(e) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Registered Noteholders of at least a majority of the Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement or in the Receivables Documents) or the Operative Documents, or waive timely performance or observance by the Servicer or the Seller

under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Registered Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Registered Noteholders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Registered Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

SECTION 3.7. Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not:

(i) except as expressly permitted by this Indenture, the Custodial Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Collateral;

(ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or any applicable state law or assert any claim against any present or former Registered Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral;

(iii) engage in any business or activity other than as permitted by this Indenture, Trust Agreement and the other Operative Documents and any activities incidental thereto, or amend the Trust Agreement as in effect on the Closing Date other than in accordance with Article XI thereof;

(iv) issue debt obligations under any indenture other than this Indenture;

(v) incur or assume, directly or indirectly, any indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Receivables), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Receivables);

(vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person;

(vii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be subordinated, terminated or discharged, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein (other than tax liens, mechanics' liens and other liens that arise by operation of law, in each case on any of the Intervals or Units and arising solely as a

result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any Permitted Lien or such tax, mechanics' or other lien) security interest in the Collateral;

(viii) take any other action or fail to take any action which may cause the Issuer to be taxable as (a) an association pursuant to Section 7701 of the Code and the corresponding regulations, (b) a publicly traded partnership taxable as a corporation pursuant to Section 7704 of the Code and the corresponding regulations, or (c) a taxable mortgage pool pursuant to Section 7701(i) of the Code and the corresponding regulations; and

(ix) change the location of its principal place of business without prior notice to the Indenture Trustee and the Registered Noteholders.

SECTION 3.8. Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee, within 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ended on or about March 31, 2002), an Officer's Certificate stating, as to the Authorized Officer signing such Officer's Certificate, that:

(i) a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Authorized Officer's supervision; and

(ii) to the best of such Authorized Officer's knowledge, based on such review, the Issuer has complied with all conditions and covenants under the Indenture throughout such year, or, if it has failed to comply with any such condition or covenant, specifying each such failure to comply known to such Authorized Officer and the nature and status thereof.

SECTION 3.9. Covenants of the Issuer. All covenants of the Issuer in this Indenture are covenants of the Issuer and are not covenants of the Owner Trustee. The Owner Trustee is, and any successor Owner Trustee under the Trust Agreement will be, entering into this Indenture solely as Owner Trustee under the Trust Agreement and not in its respective individual capacity, and in no case whatsoever shall the Owner Trustee or any such successor Owner Trustee be personally liable on, or for any loss in respect of, any of the statements, representations, warranties or obligations of the Issuer hereunder, as to all of which the parties hereto agree to look solely to the property of the Issuer.

SECTION 3.10. Investment Company Act. The Issuer shall not become an "investment company" or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (or any successor or amendatory statute), and the rules and regulations thereunder (taking into account not only the general definition of the term "investment company" but also any available exceptions to such general definition); provided, however, that the Issuer shall be in compliance with this Section 3.10 if it shall have obtained an order exempting it from regulation as an "investment company" so long as it is in compliance with the conditions imposed in such order.

SECTION 3.11. Restricted Payments. The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in

cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer, the Seller, the Depositor or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, payments and distributions to or on behalf of the Servicer, the Seller, the Depositor, the Indenture Trustee, the Owner Trustee, the Registered Noteholders and the Certificateholders as contemplated by, and to the extent funds are available for such purpose under, this Indenture, the Sale and Servicing Agreement, the Trust Agreement or the other Operative Documents. The Issuer will not, directly or indirectly, make or cause to be made payments to or distributions from the Note Account except in accordance with this Indenture and the other Operative Documents.

SECTION 3.12. Treatment of Notes as Debt for Tax Purposes. The Issuer shall treat the Notes as indebtedness for all federal, state and local income and franchise tax purposes.

SECTION 3.13. Notice of Amortization Events. The Issuer shall give the Indenture Trustee written notice within five Business Days of when it obtains actual knowledge of each occurrence that is, or with notice or with the lapse of time or both would become, an Amortization Event. Each such notice shall describe what action the Issuer is taking or proposes to take with respect thereto.

SECTION 3.14. Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.15. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty) except as contemplated by the Sale and Servicing Agreement.

ARTICLE IV.

SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Registered Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3 and 3.4 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Registered Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when all of the following have occurred:

(A) either

(1) all Notes theretofore authenticated and delivered (other than
(i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.4 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.2) have been delivered to the Indenture Trustee for cancellation; or

(2) all Notes not theretofore delivered to the Indenture Trustee for cancellation, either:

(a) have become due and payable, or

(b) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of
(a.) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the Final Payment Date;

(B) the date on which the Issuer has paid or caused to be paid all other sums payable hereunder and the other Operative Documents by the Issuer; and

(C) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 11.1 and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

SECTION 4.2. Application of Trust Money. All moneys deposited with the Indenture Trustee pursuant to Sections 3.2 and 4.3 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes, this Indenture, the Sale and Servicing Agreement and the Trust Agreement, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Registered Noteholders for the payment of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

SECTION 4.3. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to the Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to

Section 3.2 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

ARTICLE V.

REMEDIES

SECTION 5.1. Amortization Events. "Amortization Event," wherever used herein, means any one of the following events (whatever the reason for such Amortization Event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) failure to pay any Current Interest on any Note which continues unremedied for a period of two Business Day after the date when the same becomes due and payable; or

(b) failure to pay the principal of or any installment of the principal of any Note (other than due to a Borrowing Base Deficiency resulting from a reduction in the Borrowing Base Percentage) which continues unremedied for a period of two Business Day after the date when the same becomes due and payable; or

(c) failure to observe or perform any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a failure in the observance or performance of which is elsewhere in this Section 5.1 specifically dealt with) or the Issuer, the Seller, the Servicer, the Depositor or the Club Trustee in the Sale and Servicing Agreement or the other Operative Documents, or any representation or warranty of the Issuer, the Seller, the Servicer, the Depositor or the Club Trustee made in this Indenture, the Sale and Servicing Agreement or the other Operative Documents or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 10 days after there shall have been given, by registered or certified mail, to the Issuer and the Servicer by the Indenture Trustee or to the Issuer, the Servicer and the Indenture Trustee by the Registered Noteholders of a majority of the Outstanding Amount of the Notes or the Agent on behalf of the Registered Noteholders, a written notice specifying such failure to observe or perform covenants or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Amortization Event hereunder; or

(d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect any of the Issuer, the Seller, the Servicer, the Depositor or the Club Trustee or any substantial part of the

Collateral in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuer, the Seller, the Servicer, the Depositor or the Club Trustee or for any substantial part of the Collateral, or ordering the winding-up or liquidation of such Person's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e) the commencement by the Issuer, the Seller, the Servicer, the Depositor or the Club Trustee of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer, the Seller, the Servicer, the Depositor or the Club Trustee to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or for any substantial part of the Collateral, or the making by the Issuer, the Seller, the Servicer, the Depositor or the Club Trustee of any general assignment for the benefit of creditors, or the failure by the Issuer, the Seller, the Servicer, the Depositor or the Club Trustee generally to pay its debts as such debts become due, or the taking of any action by the Issuer, the Seller, the Servicer, the Depositor or the Club Trustee in furtherance of any of the foregoing; or

(f) the Issuer becomes subject to regulation under the Investment Company Act of 1940, as amended; or

(g) a Servicer Termination Event shall have occurred and be continuing (other than pursuant to Section 6.1(a)(x) of the Sale and Servicing Agreement); or

(h) a Borrowing Base Deficiency (other than a Borrowing Base Deficiency due to a reduction in the Borrowing Base Percentage) shall exist for more than two Business Days after any Determination Date; or

(i) on any Determination Date, (A) the 6 month rolling average Delinquency Ratio (Pledged) exceeds 8.0% or (B) the 6 month rolling average Default Ratio (Pledged) exceeds 10.0%; or

(j) the Indenture Trustee shall fail to have a first priority perfected security interest in the Trust Estate subject to Permitted Liens.

SECTION 5.2. Acceleration of Maturity; Rescission and Annulment. If an Amortization Event should occur and be continuing, the Indenture Trustee shall, at the direction of the Registered Noteholders representing not less than a majority of the Outstanding Amount, declare all the Notes to be immediately due and payable and the Commitments terminated, by a notice in writing to the Issuer and to the Servicer (and to the Indenture Trustee if given by Registered Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

At any time after such declaration of acceleration of maturity (and the termination of the Commitments) with respect to an Amortization Event has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V provided, the Registered Noteholders representing a majority of the Outstanding Amount by written notice to the Issuer, the Servicer and the Indenture Trustee, may

waive the related Amortization Event and rescind and annul such declaration and its consequences if:

(a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(i) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Amortization Event giving rise to such acceleration had not occurred; and

(ii) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable out-of-pocket, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and

(b) all Amortization Events, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent occurrence that would constitute an Amortization Event hereunder or impair any right consequent thereto.

SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a) The Issuer covenants that if (i) it has failed to pay any interest on any Note when the same becomes due and payable, and such failure to pay continues for beyond any applicable grace period, or (ii) it has failed to pay the principal of or any installment of the principal of any Note when the same becomes due and payable, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Registered Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the rate borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable out-of-pocket, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in own name and as trustee of an express trust, may, in its discretion, and shall at the direction of the Registered Noteholders representing a majority of the Outstanding Amount, institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer upon such Notes and collect in the manner provided by law out of the property of the Issuer upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.

Anything herein to the contrary notwithstanding, except as expressly provided in the Operative Documents, none of the Issuer in its individual capacity, the Owner Trustee in its individual capacity, the Indenture Trustee, any owner of a beneficial interest in the Issuer, or any

of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on any Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Indenture. Each Registered Noteholder of a Note by its acceptance thereof agrees that, except as expressly provided in the Operative Documents, in the case of an Amortization Event under this Indenture, such Registered Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in this Indenture or in any Note.

(c) If an Amortization Event occurs and is continuing, the Indenture Trustee may, in its discretion, and shall at the direction of the Registered Noteholders representing a majority of the Outstanding Amount, as more particularly provided in Section 5.4, proceed to protect and enforce its rights and the rights of the Registered Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any other Operative Document or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or any other Operative Document or by law.

(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee (except as a result of negligence or bad faith)), and of the Registered Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Registered Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Registered Noteholders and the Indenture Trustee on their behalf;

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Registered Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and

(v) any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Registered Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Registered Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Registered Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Registered Noteholder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Registered Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Registered Noteholders.

(g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Registered Noteholders, and it shall not be necessary to make any Registered Noteholder a party to any such Proceedings.

SECTION 5.4. Remedies; Priorities.

(a) If an Amortization Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Registered Noteholders representing a majority of the Outstanding Amount shall, upon receipt of satisfactory indemnity and assurances (an unsecured indemnity of the initial Registered Noteholder being sufficient for such purpose), do one or more of the following (subject to Section 5.5):

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture or any other Operative Document, whether by declaration or otherwise, enforce any judgment obtained, and collect any moneys adjudged due;

(ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;

(iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Registered Noteholders; and

(iv) sell, securitize or otherwise dispose of the Collateral or any portion thereof or rights or interests therein in a commercially reasonable manner, at one or more public or private sales called and conducted in any manner permitted by law.

(b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the order of priority set forth in Section 3.2 of the Sale and Servicing Agreement.

The Indenture Trustee may fix a record date and payment date for any payment to be made to the Registered Noteholders pursuant to this Section. At least 15 days before such record date, the Indenture Trustee shall mail to each Registered Noteholder and the Issuer a notice that states the record date, the payment date and the amount to be paid.

SECTION 5.5. Optional Preservation of the Collateral. If the Notes have been declared to be due and payable under Section 5.2 following an Amortization Event and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Collateral. It is the desire of the parties hereto and the Registered Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

SECTION 5.6. Limitation of Suits. No Registered Noteholder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, the Sale or Servicing Agreement or any other Operative Document (other than the Note Purchase Agreement) or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Registered Noteholder has previously given written notice to the Indenture Trustee of a continuing Amortization Event;

(b) the Registered Noteholders of a majority of the Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Amortization Event in its own name as Indenture Trustee hereunder;

(c) such Registered Noteholder or Registered Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request (an unsecured indemnity of the initial Registered Noteholder being sufficient for such request);

(d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(e) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Registered Noteholders of a majority of the Outstanding Amount.

It is understood and intended that no one or more Registered Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any other Operative Document to affect, disturb or prejudice the rights of any other Registered Noteholders or to obtain or to seek to obtain priority or preference over any other Registered Noteholders or to enforce any right under this Indenture or any other Operative Document, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Registered Noteholders, each representing less than a majority of the Outstanding Amount, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture or any other Operative Document.

SECTION 5.7. Unconditional Rights of Registered Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Registered Noteholder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the Final Payment Date and following an Amortization Event and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Registered Noteholder.

SECTION 5.8. Restoration of Rights and Remedies. If the Indenture Trustee or any Registered Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Registered Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Registered Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Registered Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.9. Rights and Remedies Cumulative. No right or remedy herein or in any other Operative Document conferred upon or reserved to the Indenture Trustee or to the Registered Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, thereunder or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.10. Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Registered Noteholder of any Note to exercise any right or remedy accruing upon any occurrence that is, or with notice or with the lapse of time or both would become, an Amortization Event shall impair any such right or remedy or constitute a waiver of any such occurrence that is, or with notice or with the lapse of time or both would become, an Amortization Event or an acquiescence therein. Every right and remedy given by this Indenture or any other Operative Document or by law to the Indenture Trustee or to the Registered Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Registered Noteholders, as the case may be.

SECTION 5.11. Control by Registered Noteholders. The Registered Noteholders of a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture;

(b) any direction to the Indenture Trustee to sell or liquidate the Collateral shall be by Registered Noteholders representing not less than 100% of the Outstanding Amount;

(c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to such Section, then any direction to the Indenture Trustee by Registered Noteholders representing less than 100% of the Outstanding Amount to sell or liquidate the Collateral shall be of no force and effect; and

(d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of the Registered Noteholders set forth in this Section, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Registered Noteholders not consenting to such action.

Notwithstanding anything contained herein to the contrary, the Indenture Trustee shall not be bound to, obligated or required to take any action at the request or direction of any Registered Noteholder pursuant to this Indenture if such Registered Noteholder shall not have made available to the Indenture Trustee, security or indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities (including fee and expenses of its

agents and counsel) which might be incurred by it in compliance with the written request or direction.

SECTION 5.12. Waiver of Past Amortization Events. The Registered Noteholders representing 100% of the Outstanding Amount may waive any past occurrence that is, or with notice or with the lapse of time or both would become, an Amortization Event and its consequences. In the case of any such waiver, the Issuer, the Indenture Trustee and the Registered Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Amortization Event or impair any right consequent thereto.

Upon any such waiver, such occurrence that is, or with notice or with the lapse of time or both would become, an Amortization Event shall cease to exist and be deemed to have been cured and not to have occurred, and any Amortization Event arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture and each other Operative Document; but no such waiver shall extend to any subsequent or other occurrence that is, or with notice or with the lapse of time or both would become, an Amortization Event or impair any right consequent thereto.

SECTION 5.13. Undertaking for Costs. All parties to this Indenture agree, and each Registered Noteholder of any Note by such Registered Noteholder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Registered Noteholder, or group of Registered Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount or (c) any suit instituted by any Registered Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture.

SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.15. Action on Notes. The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture or any other Operative Document shall not be affected by the seeking, obtaining or application of any other relief under or with respect

to this Indenture or any other Operative Document. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Registered Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b).

SECTION 5.16. Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, the Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement or any other Operative Document to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the other Operative Documents.

(b) If an Amortization Event has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Registered Noteholders of 66-2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Seller or the Servicer under or in connection with the Sale and Servicing Agreement and the other Operative Documents including the right or power to take any action to compel or secure performance or observance by the Depositor, the Seller or the Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension, or waiver under the Sale and Servicing Agreement or any other Operative Document and any right of the Issuer to take such action shall be suspended.

ARTICLE VI.

THE INDENTURE TRUSTEE

SECTION 6.1. Duties of Indenture Trustee.

(a) If an Amortization Event of which a Responsible Officer of the Indenture Trustee shall have actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

(b) Except during the continuance of an Amortization Event:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (or similar documents) or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates (or similar documents) and opinions to determine whether or not they conform to the requirements of this Indenture; provided that the Indenture Trustee shall not be responsible for the accuracy or content of any certificate (or similar document) or opinion furnished to it pursuant to the terms of this Indenture.

(c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section;

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11 or for exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee under this Indenture.

(d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.

(e) The Indenture Trustee shall not be liable for interest on any money received by it except to the extent of income or other gain on investments which are deposits in or certificates of deposit of the Indenture Trustee in its commercial capacity. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon.

(f) Money held in trust by the Indenture Trustee shall be segregated from other funds except to the extent permitted by law or the terms of this Indenture or the Sale and Servicing Agreement.

(g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. In determining that such repayment or indemnity is not reasonably assured to it, the Indenture Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of the Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Collateral pursuant to Section 5.4.

(h) The Indenture Trustee is authorized and directed to enter into that certain lockbox agreement (the "Lock-Box Agreement"), among the Indenture Trustee, Bluegreen and Fleet Bank with respect to Lock-Box Account No. specified therein (the "Lock-Box Account"). Pursuant to the Lock-Box Agreement, the Lock-Box Account will be titled as follows "U.S. Bank National Association, as Indenture Trustee, of BXG Receivables Note Trust 2001-A". The Indenture Trustee is authorized and directed to act as titleholder of the Lock-Box Account in accordance with the terms of the Lock-Box Agreement for the benefit of the Noteholders with interests in the funds on deposit in such accounts.

SECTION 6.2. Rights of Indenture Trustee.

(a) The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in the document.

(b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel, which shall not be at the expense of the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or Opinion of Counsel.

(c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney or custodian appointed by the Indenture Trustee with due care.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee does not constitute willful misconduct, negligence or bad faith.

(e) The Indenture Trustee may consult with counsel, and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel.

(f) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

SECTION 6.3. Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4. Indenture Trustee's Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Collateral, the Trust Estate or the Notes, shall not be accountable for the Issuer's use of the proceeds from the Notes, the Collateral, the Trust Estate, or responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee's certificate of authentication.

SECTION 6.5. Notice of Amortization Events. If an occurrence that is, or with notice or with the lapse of time or both would become an Amortization Event occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Registered Noteholder notice of the occurrence that is, or with notice or with the lapse of time or both would become an Amortization Event within 10 days after it occurs. Except in the case of an occurrence that is, or with notice or with the lapse of time or both would become an Amortization Event in payment of principal of or interest on any Note, the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Registered Noteholders.

SECTION 6.6. Reports by Indenture Trustee to Registered Noteholders. The Indenture Trustee shall deliver to each Registered Noteholder such information as may be required to enable such Registered Noteholder to prepare its federal and state income tax returns.

SECTION 6.7. Compensation and Indemnity. The Indenture Trustee shall receive compensation for fees and reimbursement for expenses pursuant to Section 3.2 of the Sale and Servicing Agreement, subject to Section 6.1(g) of this Indenture. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be indemnified pursuant to Section 3.4 of the Sale and Servicing Agreement and held harmless against any loss, liability, or unanticipated out-of-pocket expense incurred or paid to third parties, including reasonable attorneys' fees and expenses (which expenses shall not include salaries paid to employees, or allocable overhead, of the Indenture Trustee) in connection with the acceptance or administration of its trusts hereunder or the Notes, or by reason of its participation in the transaction contemplated hereby, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The provisions of this Section 6.7 shall survive the termination of this Indenture.

This Section shall survive the discharge of this Indenture and the replacement of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of an Amortization Event specified in Section 5.1(e) or (f) with respect to the Issuer or the Servicer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

SECTION 6.8. Replacement of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time upon 30 day prior notice by so notifying

the Issuer, the Servicer and the Agent. The Registered Noteholders of a majority of the Outstanding Amount may remove the Indenture Trustee by so notifying the Indenture Trustee, the Issuer and the Servicer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

(a) the Indenture Trustee fails to comply with Section 6.11;

(b) the Indenture Trustee is adjudged a bankrupt or insolvent;

(c) a receiver or other public officer takes charge of the Indenture Trustee or its property;

(d) the Indenture Trustee otherwise becomes incapable of acting; or

(e) the Indenture Trustee breaches its obligations hereunder in a material respect.

If the Indenture Trustee resigns or is removed, or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee reasonably acceptable to the Registered Noteholders of a majority of the Outstanding Amount. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Servicer and the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Registered Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee at the Issuer's expense to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Servicer or the Registered Noteholders of a majority of the Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.11, any Registered Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act (other than the execution and delivery to the Issuer and the Servicer of an assignment and assumption of this Indenture, to the extent that such succession is not effected by operation of law) shall be the successor Indenture Trustee;

provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force provided in the Notes or in this Indenture.

SECTION 6.10. Appointment of Co-Indenture Trustee or Separate-Indenture Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Registered Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Registered Noteholders of the appointment of any co-trustee or separate trustee shall be required under
Section 6.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Servicer.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, jointly with the Indenture Trustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall at all times be authorized to exercise corporate trust powers. The Indenture Trustee shall have or be a member of a bank holding company that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long-term debt rating of A3 or better by Moody's or shall otherwise be acceptable to Moody's. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in Section 6.8 hereof.

SECTION 6.12. Maintenance of Office or Agency. The Indenture Trustee will maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Indenture Trustee in respect of the Notes and this Indenture may be served. The Indenture Trustee will give prompt written notice to the Issuer, the Servicer and the Agent of the location, and of any change in the location, of any such office or agency. If at any time the Indenture Trustee shall fail to maintain any such office or agency or shall fail to furnish the Issuer or the Servicer with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

ARTICLE VII.

NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1. Preservation of Information; Communications to Registered Noteholders. Registered Noteholders may communicate with other Registered Noteholders with respect to their rights under this Indenture or under the Notes.

ARTICLE VIII.

ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1. Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture, if there is any failure to make any payment or failure to perform under any agreement or instrument that is part of the Collateral, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Amortization Event under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2. Accounts; Distributions.

(a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain, in the name of the Indenture Trustee for the benefit of the Registered Noteholders, the Note Account, as provided in the Sale and Servicing Agreement. The Indenture Trustee shall make the allocations and disbursements from the Available Funds held in the Note Account in accordance with the terms hereof and the Sale and Servicing Agreement.

(b) On each Payment Date, to the extent of Available Funds on deposit in the Note Account, the Indenture Trustee or the Paying Agent shall make distributions from Available Funds withdrawn from the Note Account in the order of priority set forth in Section 3.2 of the Sale and Servicing Agreement.

SECTION 8.3. General Provisions Regarding Accounts. The funds in the Accounts shall be invested in accordance with the provisions of Section 3.3 of the Sale and Servicing Agreement

SECTION 8.4. Release of Collateral.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this Indenture, the Sale and Servicing Agreement or the Custodial Agreement shall, execute instruments to release property

from the lien of this Indenture, or convey the Indenture Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture and the other Operative Documents. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee and the Owner Trustee in respect of the Notes have been paid and the Commitments terminated, release any remaining portion of the Collateral that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Subsection (b) only upon receipt of an Issuer Request accompanied by an Officer's Certificate and an Opinion of Counsel meeting the applicable requirements of Section 11.1.

ARTICLE IX.

SUPPLEMENTAL INDENTURE

SECTION 9.1. Reserved.

SECTION 9.2. Supplemental Indentures. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Registered Noteholders of not less than a majority of the Outstanding Amount, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Registered Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Registered Noteholder of each Note affected thereby:

(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, or the interest to accrue thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof;

(b) reduce the percentage of the Outstanding Amount, the consent of the Registered Noteholders of which is required for any such supplemental indenture, or the consent of the Registered Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain failures to comply with the terms hereof and their consequences provided for in this Indenture;

(c) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.11;

(d) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Operative Documents cannot be modified or waived without the consent of the Registered Noteholder of each Note affected thereby;

(e) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note (including the calculation of any of the individual components of such calculation); or

(f) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein or any other Operative Document, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Registered Noteholder of any Note of the security provided by the lien of this Indenture.

The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Registered Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith.

In connection with requesting the consent of the Registered Noteholders pursuant to this Section, the Indenture Trustee shall mail to the Registered Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. It shall not be necessary for any Act of Registered Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.3. Execution of Supplemental Indenture. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture and each other Operative Document affected thereby shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture and each such other Operative Document of the Indenture Trustee, the Issuer and the Registered Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5. Reference in Notes to Supplemental Indenture. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Notes.

ARTICLE X.

BORROWINGS

SECTION 10.1. Optional Borrowing. (a) On any Business Day prior to the Facility Termination Date (each a "Borrowing Date"), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a "Borrowing"):

(i) the Custodian shall have delivered to the Indenture Trustee and the Agent the Custodian's Certificate pursuant to the Custodial Agreement with respect to the Receivables and related Receivables Documents being purchased by the Depositor and the Issuer on such Borrowing Date;

(ii) no Amortization Event has occurred and is continuing and no such event would result from the conveyance of such Receivables under the Sale and Servicing Agreement or hereunder;

(iii) after giving effect to the purchase and transfer of Receivables by the Depositor and the Issuer on such Borrowing Date, the Outstanding Note Balance shall not exceed either the Facility Limit or the Borrowing Base;

(iv) after giving effect to the purchase and transfer of Receivables by the Depositor and the Issuer on such Borrowing Date, any Hedge Agreements with a Qualified Hedge Counterparties and meeting the Required Hedge Amount shall be in full force and effect;

(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;

(vi) the Servicer shall deliver to the Agent and the Indenture Trustee, a Borrowing Certification; and

(vii) each of the conditions set forth in the Note Purchase Agreement and Section 2.5 of the Sale and Servicing Agreement shall have been satisfied.

(b) Borrowing Dates shall not occur more frequently than once every calendar week unless otherwise approved by the Agent. Notice of any Borrowing shall be given by the Issuer to the Indenture Trustee, and the Indenture Trustee shall give notice of any such Borrowing to each Registered Noteholder of the Notes. Each Borrowing shall be made pro rata according to the unused Commitments pursuant to the Note Purchase Agreement.

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

ARTICLE XI.

MISCELLANEOUS

SECTION 11.1. Compliance Certificates and Opinions, etc. Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture as to which an Officer's Certificate or an Opinion of Counsel is required, the Issuer shall furnish to the Indenture Trustee an Officer's Certificate or an Opinion of Counsel, as the case may be, stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1) a statement that each Person signing such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; and

(3) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such

Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer's certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller, the Issuer, the Depositor or any other Person, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Issuer, the Depositor or such other Person, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.3. Acts of Registered Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Registered Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Registered Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered in writing to the Indenture Trustee, and, where it is hereby expressly required, to each other Person to whom such instrument or instruments are required to be delivered. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Registered Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favor of the Indenture Trustee, the Issuer and any such other Person, if made in the manner provided in this Section.

(b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Registered Noteholder of any Notes shall bind the Registered Noteholder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Issuer or any other Person in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.4. Notices, etc., to Indenture Trustee and Issuer. Any request, demand, authorization, direction, notice, consent, waiver or Act of Registered Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or act of Registered Noteholders is to be made upon, given or furnished to or filed with:

(a) the Indenture Trustee by any Registered Noteholder or by the Issuer or any other Person shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or

(b) in the case of the Issuer or any other Person, as provided in Section 8.10 of the Sale and Servicing Agreement.

SECTION 11.5. Notices to Registered Noteholders; Waiver. Where this Indenture provides for notice to Registered Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Registered Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Registered Noteholder shall affect the sufficiency of such notice with respect to other Registered Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Registered Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Registered Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

SECTION 11.6. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.7. Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.

SECTION 11.8. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.9. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Registered Noteholders, and any other party secured hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 11.10. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 11.11. Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.12. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.13. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer at its expense upon certification by the Agent or the Indenture Trustee to the effect that such recording is necessary or advisable either for the protection of the Indenture Trustee or the Registered Noteholders or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

SECTION 11.14. Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Depositor, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any Registered Noteholder of a

beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. By its acceptance of a Note, each Registered Noteholder covenants and agrees to the foregoing. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

SECTION 11.15. No Petition. The Indenture Trustee, by entering into this Indenture, and each Registered Noteholder, by accepting a Note, hereby covenant and agree that they will not institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Operative Documents for one year and one day after payment of the Notes.

SECTION 11.16. Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts with the Issuer's officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

SECTION 11.17. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein or in any other Operative Document to the contrary, it is expressly understood and agreed by the parties hereto that (a) this Indenture 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 Indenture or any other related documents.

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.

BXG RECEIVABLES NOTE TRUST 2001-A

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

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

U.S. BANK NATIONAL ASSOCIATION
(formerly known as U.S. Bank Trust National
Association), as Indenture Trustee

By:   /s/ Tamara Schultz-Fugh
      ------------------------------------------
      Name       Tamara Schultz-Fugh
                 -------------------------------
      Title:     Vice President
                 -------------------------------

[SIGNATURE PAGE TO INDENTURE]

STATE OF                                             )
         ---------------------------------------------
                                                     )  ss.:
COUNTY OF                                            )
          --------------------------------------------

BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared ______________________, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee on behalf of BXG Receivables Note Trust 2001-A, a Delaware business trust, and that such person executed the same as the act of said business trust for the purpose and consideration therein expressed, and in the capacities therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___ day of April, 2002.

My commission expires:

STATE OF                                             )
         ---------------------------------------------
                                                     )  ss.:
COUNTY OF                                            )
          --------------------------------------------

BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared _____________, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of U.S. Bank National Association, not in its individual capacity, but solely as Indenture Trustee, and that such person executed the same as the act of said corporation for the purpose and consideration therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___ day of April, 2002.

My commission expires:

EXHIBIT A

Form of Note

NEITHER THIS NOTE NOR ANY INTEREST HEREIN HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAW. ANY RESALE OR TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) WITHOUT REGISTRATION THEREOF UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAW MAY BE MADE ONLY IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.9 OF THE INDENTURE REFERRED TO HEREIN.

THIS NOTE (AND ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF
(i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA")), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY UNLESS THE PURCHASE AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE. BY ACCEPTING AND HOLDING THIS NOTE (OR ANY INTEREST HEREIN), THE HOLDER HEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) IT IS NOT A BENEFIT PLAN OR (B) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406(A) OF ERISA OR SECTION 4975 OF THE CODE.

Initial Note Principal Balance:  $[ ]
Maximum Note Principal Amount:  $125,000,000
                                    Note No: 0001

BXG RECEIVABLES NOTE TRUST 2001-A
ASSET BACKED NOTES, SERIES 2001-A

BXG RECEIVABLES NOTE TRUST 2001-A, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to __________, or registered assigns, the lesser of (a) the principal sum of _______________________ ($_____________) and (b) the aggregate outstanding amount of advances hereunder made pursuant to
Section 10.1 of the Amended and Restated Indenture dated as of April 17, 2002, between the Issuer and U.S. Bank National Association (formerly known as U.S. Bank Trust National Association), a national banking association, as Indenture Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the Payment Date occurring in March 2006 (the "Final Payment Date") and (ii) the date on which an Amortization Event shall have occurred and be continuing, if the Indenture Trustee, at the direction of the Registered Noteholders representing not less than a majority of the Outstanding Amount, has declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture (unless such declaration has been rescinded in accordance with the terms of the Indenture). Capitalized terms used but not defined herein are defined in Article I of the Indenture.

Pursuant to the terms of the Indenture, payments will be made on the 1st day of each month or, if such day is not a Business Day, on the Business Day immediately following such day (the "Payment Date"), commencing on the first Payment Date specified above, to the Person in whose name this Note is registered at the close of business on the applicable Record Date, in such amounts as are determined pursuant to the Indenture and the Sale and Servicing Agreement.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied as provided in the Sale and Servicing Agreement.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Signatures follow]

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ________________________

BXG RECEIVABLES NOTE TRUST 2001-A

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

CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: ______________________________

________________________ ,
as Indenture Trustee

By: ______________________________
Authorized Signatory

[Reverse of Note]

This Note is one of a Series of a duly authorized issue of Notes of the Issuer, designated as the BXG Receivables Note Trust 2001-A, Asset Backed Notes, Series 2001-A (herein called the "Notes"), issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Registered Noteholders. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. Terms not defined herein will have the definitions as provided in the Indenture. The Notes are subject to all terms of the Indenture.

The Notes are and will be equally and ratably secured by the Collateral pledged from time to time as security therefor as provided in the Indenture.

The Notes are revolving notes, the principal of which may be repaid and reborrowed without penalty pursuant to the terms of the Indenture.

As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Final Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Amortization Event shall have occurred and be continuing and the Indenture Trustee, at the direction of the Registered Noteholders representing not less than a majority of the Outstanding Amount, has declared the Notes to be immediately due and payable in the manner provided in
Section 5.2 of the Indenture (unless such declaration has been rescinded in accordance with the terms of the Indenture). All principal payments on the Notes shall be made pro rata to the Registered Noteholders entitled thereto on the basis of their Note Principal Balance.

Payments of interest on this Note are due and payable on each Payment Date, together with the installment of principal, if any, and to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Noteholder of the Note on the Note Register as of the close of business on each Record Date, or by wire transfer in immediately available funds to the account designated by such Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Payment Date shall be binding upon all future Registered Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Noteholder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this

Note at the Indenture Trustee's principal Corporate Trust Office or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York.

As provided in the Indenture and subject to certain limitations and restrictions on transfer set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by the Registered Noteholder hereof or such Registered Noteholder's attorney duly authorized in writing and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange, other than for exchanges as provided under Sections 2.4 of the Indenture.

Each Registered Noteholder, by acceptance of a Note (or any interest therein), covenants and agrees that the Trust Estate is the sole source of payment for the obligations evidenced hereby and that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Depositor, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial or other interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such person may have expressly agreed in writing.

Each Registered Noteholder, by acceptance of a Note, covenants and agrees by accepting the benefits of the Indenture that such Registered Noteholder will not institute against the Seller, the Servicer, the Depositor or the Issuer, or join in any institution against the Seller, the Servicer, the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or similar law in connection with any obligations relating to the Notes, the Indenture or any of the Operative Documents for one year and one day after payment of the Notes.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Note will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Registered Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this

Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Registered Noteholders under the Indenture at any time by the Issuer with the consent of the Registered Noteholder of Notes representing a majority of the Outstanding Amount. The Indenture also contains provisions permitting the Registered Noteholders representing not less than a majority of the Outstanding Amount on behalf of the Registered Noteholders of all the Notes to waive compliance by the Issuer with certain provisions of the Indenture and certain past failures to comply with the terms of the Indenture and their consequences. Any such consent or waiver by the Registered Noteholder of this Note shall be conclusive and binding upon such Registered Noteholder and upon all future Registered Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York without reference to conflicts of laws principles, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Operative Documents, none of the Issuer in its individual capacity, the Owner Trustee in its individual capacity, any owner of a beneficial or other interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Registered Noteholder of this Note by its acceptance hereof agrees that, except as expressly provided in the Operative Documents, in the case of an Amortization Event under the Indenture, the Registered Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

ASSIGNMENT

Social Security or Taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints _______________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: __________________*/

Signature Guaranteed:

________________________*/

*/ NOTICE: The signature to this assignment must correspond with the name of the Registered Noteholder as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT B-1

FORM OF CERTIFICATE REGARDING TRANSFER
(ACCREDITED INVESTOR)

[DATE]

[Indenture Trustee/Seller/Servicer//Depositor]

[addresses]

Re: BXG Receivables Note Trust 2001-A, Asset Backed Notes, Series 2001-A Ladies and Gentlemen:

In connection with our purchase on the date hereof of are or more of the above-referenced Notes or any interest in the Notes ("Notes") from ______________________ ("Seller"), [PURCHASER] (the "Purchaser") hereby certifies that:

1. The Purchaser is an "accredited investor" as defined in Rule 501, promulgated by the Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933, as amended (the "Act"), acquiring the Notes for investment purposes only for the Purchaser's own account and not with a view to or for sale or transfer in connection with any distribution thereof in any manner which would violate Section 5 of the Act or any applicable state securities law, provided that, subject to compliance with applicable securities laws, the disposition of its property shall at all times be and remain within its control. We understand that the Seller and other addressees of this letter may rely on the accuracy and truth of the foregoing representations, and we hereby consent to such reliance;

2. The Purchaser understands that the Notes have not been and will not be registered under the Act or any applicable state securities laws and may not be resold, pledged or transferred unless they are (a) registered pursuant to the Act and any applicable state securities laws, or (b) sold or transferred in transactions which are exempt from registration;

3. The Purchaser has received a copy of the Amended and Restated Indenture dated as of April 17, 2002 (the "Indenture") pursuant to which the Notes are being sold, and such other documents and information concerning the Notes and the Receivables in which the Notes represent interests which it has requested and has had the opportunity to ask such questions of the Issuer and its agents as it deems appropriate;

4. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes and is able to bear the economic risks of such an investment;

5. [The Purchaser is not, and it is not acquiring the Notes with the assets of an "employee benefit plan," within the meaning of Section 3(3) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to the provisions of Title I of ERISA or a "plan" described in Section 4975(e)(1) of the Internal Revenue Code of 1986] OR

B-1-1

[The source of funds to be used by the Purchaser to purchase the Notes is a general account and either (i) no part of the assets of such account constitutes assets of an "employee benefit plan," within the meaning of Section 3(3) of "ERISA" that is subject to the provisions of Title I of ERISA or a "plan" described in Section 4975(e)(l) of the Internal Revenue Code of 1986, or (ii) to the extent that such assets constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, or a "plan" within the meaning of Section 4975(e)(1) of the Code, it acknowledges that in the discharge of its duty as a plan fiduciary in connection with the purchase of the Notes it has concluded that such purchase will not constitute a violation of Section 404(a) of ERISA or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.]

6. If the Purchaser sells any of the Notes at its option, it will (i) comply with the terms of the Indenture, (ii) obtain from any investor that purchases any Note from it a letter substantially in the form of Exhibit B-1 or B-2 to the Indenture and (iii) to the extent required by the Indenture, cause an opinion of counsel to be delivered, addressed and satisfactory to the Seller, the Servicer, the Issuer and the Indenture Trustee, to the effect that such sale is in compliance with all applicable federal and state securities laws; and

7. The Purchaser certifies that for purposes of the Note Register, its address, including telecopier number and telephone number, is as follows:

telecopier:
telephone:

8. The purchase of the Notes by the Purchaser does not violate the provisions of the first sentence of Section 2.9 of the Indenture, and the Purchaser agrees to comply with the Indenture.

IN WITNESS WHEREOF, the Purchaser has caused this letter to be executed by its signatory, duly authorized, as of the date first above written.

[PURCHASER]

B-1-2

EXHIBIT B-2

FORM OF CERTIFICATE REGARDING TRANSFER
(RULE 144A)

[DATE]

[Indenture Trustee/Seller/Servicer/Depositor]

[addresses]

Re: BXG Receivables Note Trust 2001-A, Asset Backed Notes, Series 2001-A

Ladies and Gentlemen:

In connection with our purchase on the date hereof of the above-referenced Notes or any interest in the Notes ("Notes") from _______________ ("Seller") we hereby certify that:

1. We are a "qualified institutional buyer" within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the "Act"), acquiring the Notes for our own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof in any manner which would violate the Act or any applicable state securities law, provided that, subject to compliance with applicable securities laws, the disposition of our property shall at all times be and remain within our control. We understand that the Seller may rely on the accuracy and truth of the foregoing representations, and we hereby consent to such reliance;

2. We understand that the Notes have not been and will not be registered under the Act and may not be resold, pledged or transferred unless they are (a) registered pursuant to the Act and any applicable state securities laws or (b) sold or transferred in transactions which are exempt from registration;

3. We have received a copy of the Amended and Restated Indenture dated as of April 17, 2002 (the "Indenture") pursuant to which the Notes are being sold, and such other documents and information concerning the Notes and the Receivables in which the Notes represent interests which we have requested;

4. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes and are able to bear the economic risks of such an investment;

5. If we sell any of the Notes, we will (i) obtain from any investor that purchases any Note from us a letter substantially in the form of Exhibit B-1 or B-2 to the Indenture and (ii) to the extent required by the Indenture, cause an opinion of counsel to be delivered, addressed and satisfactory to the Seller, the Issuer and the Indenture Trustee, to the effect that such sale is in compliance with all applicable federal and state securities laws;

B-2-1

6. [The Purchaser is not, and it is not acquiring the Notes with the assets of an "employee benefit plan," within the meaning of Section 3(3) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to the provisions of Title I of ERISA or a "plan" described in Section 4975(e)(1) of the Internal Revenue Code of 1986] OR [The source of funds to be used by the Purchaser to purchase the Notes is a general account and either (i) no part of the assets of such account constitutes assets of an "employee benefit plan," within the meaning of Section 3(3) of "ERISA" that is subject to the provisions of Title I of ERISA or a "plan" described in Section 4975(e)(l) of the Internal Revenue Code of 1986, or (ii) to the extent that such assets constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, or a "plan" within the meaning of Section 4975(e)(1) of the Code, it acknowledges that in the discharge of its duty as a plan fiduciary in connection with the purchase of the Notes it has concluded that such purchase will not constitute a violation of
Section 404(a) of ERISA or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.]

7. We certify that for purposes of the Note Register, our address, including telecopier number and telephone number, is as follows:

telecopier:
telephone:

8. Our purchase of the Notes does not violate the provisions of the first sentence of Section 2.9 of the Indenture.

9. We have received the information specified in paragraph (d)(4) of Rule 144A under the Securities Act with respect to the Notes. We are familiar with Rule 144A under the Act and are aware that the addressees of this letter intend to rely on the certifications made herein and the exemption from the registration requirements of the Act provided by Rule 144A.

IN WITNESS WHEREOF, we have signed this certificate as of the date first written above.

B-2-2

Execution Copy

AMENDED AND RESTATED

TRUST AGREEMENT

by and among

BLUEGREEN RECEIVABLES FINANCE CORPORATION V,
as Depositor and Residual Interest Owner,

GSS HOLDINGS, INC.
as Owner

and

WILMINGTON TRUST COMPANY,
as Owner Trustee

Dated as of April 17, 2002

TABLE OF CONTENTS

                                                                                                               Page

ARTICLE I. DEFINITIONS............................................................................................1
         Section 1.01.  Capitalized Terms.........................................................................1
         Section 1.02.  Other Definitional Provisions.............................................................3
         Section 1.03.  Usage of Terms............................................................................3
         Section 1.04.  Section References........................................................................4
         Section 1.05.  Accounting Terms..........................................................................4

ARTICLE II. ORGANIZATION..........................................................................................4
         Section 2.01.  Name......................................................................................4
         Section 2.02.  Office....................................................................................4
         Section 2.03.  Purposes and Powers.......................................................................4
         Section 2.04.  Appointment of Owner Trustee..............................................................5
         Section 2.05.  Capital Contribution of Owner Trust Estate................................................5
         Section 2.06.  Declaration of Trust......................................................................5
         Section 2.07.  Liability of Depositor....................................................................6
         Section 2.08.  Title to Trust Property...................................................................6
         Section 2.09.  Situs of Trust............................................................................6
         Section 2.10.  Representations and Warranties............................................................6
         Section 2.11.  Federal Income Tax Treatment..............................................................8
         Section 2.12.  Covenants of the Depositor and Owner......................................................9

ARTICLE III. CERTIFICATE AND TRANSFER OF INTERESTS...............................................................10
         Section 3.01.  Ownership................................................................................10
         Section 3.02.  The Trust Certificate....................................................................10
         Section 3.03.  Authentication and Delivery of Trust Certificate.........................................10
         Section 3.04.  Registration of Transfer and Exchange of Trust Certificate...............................11
         Section 3.05.  Ownership................................................................................12
         Section 3.06.  The Residual Interest Certificate........................................................12
         Section 3.07.  Authentication and Delivery of Residual Interest Certificate.............................12
         Section 3.08.  Registration of Transfer and Exchange of Residual Interest Certificate...................13
         Section 3.09.  Mutilated, Destroyed, Lost or Stolen Certificates........................................13
         Section 3.10.  Persons Deemed Owners....................................................................14
         Section 3.11.  Access to List of Certificateholder's Name and Addresses.................................14
         Section 3.12.  Maintenance of Office or Agency..........................................................14
         Section 3.13.  Appointment of Trust Paying Agent........................................................14
         Section 3.14.  Ownership by Owner of Trust Certificate..................................................15
         Section 3.15.  Ownership by Depositor of Residual Interest Certificate..................................15

ARTICLE IV. ACTIONS BY OWNER TRUSTEE.............................................................................15
         Section 4.01.  Prior Notice to Residual Interest Certificateholder with Respect to Certain Matter.......15
         Section 4.02.  Action by Residual Interest Owner with Respect to Certain Matters........................16

         Section 4.03.  Action by Residual Interest Owner with Respect to Bankruptcy.............................16
         Section 4.04.  Restrictions on Residual Interest Owner's Power..........................................16

ARTICLE V. APPLICATION OF TRUST FUNDS; CERTAIN DUTIES............................................................16
         Section 5.01.  Establishment of Certificate Distribution Account........................................16
         Section 5.02.  Application of Trust Funds...............................................................16
         Section 5.03.  Method of Payment........................................................................17
         Section 5.04.  No Segregation of Moneys; No Interest....................................................17
         Section 5.05.  Accounting and Reports to the Certificateholder, the Internal Revenue Service and Others.17
         Section 5.06.  Signature on Returns; Tax Matters Partner................................................18

ARTICLE VI.  AUTHORITY AND DUTIES OF OWNER TRUSTEE...............................................................18
       Section 6.01.  General Authority..........................................................................18
       Section 6.02.  General Duties.............................................................................18
       Section 6.03.  Action Upon Instruction....................................................................18
       Section 6.04.  No Duties Except as Specified in this Agreement or in Instructions.........................19
       Section 6.05.  No Action Except Under Specified Documents or Instructions.................................20
       Section 6.06.  Restrictions...............................................................................20

ARTICLE VII.  CONCERNING THE OWNER TRUSTEE.......................................................................20
       Section 7.01.  Acceptance of Trusts and Duties............................................................20
       Section 7.02.  Furnishing of Documents....................................................................21
       Section 7.03.  Representations and Warranties of the Owner Trustee........................................21
       Section 7.04.  Reliance; Advice of Counsel................................................................22
       Section 7.05.  Not Acting in Individual Capacity..........................................................22
       Section 7.06.  Owner Trustee Not Liable for Trust Certificate, Residual Interest Certificate Notes or
                       Receivables...............................................................................22
       Section 7.07.  Owner Trustee May Own Certificates and Notes...............................................23

ARTICLE VIII.  COMPENSATION OF OWNER TRUSTEE.....................................................................23
       Section 8.01.  Owner Trustee's Fees and Expenses..........................................................23
       Section 8.02.  Indemnification............................................................................23
       Section 8.03.  Payments to the Owner Trustee..............................................................24

ARTICLE IX.  TERMINATION OF TRUST AGREEMENT......................................................................24
       Section 9.01.  Termination of Trust Agreement.............................................................24
       Section 9.02.  Dissolution upon Bankruptcy of Depositor or Withdrawal or Removal of Depositor.............25

ARTICLE X.  SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES...............................................25
       Section 10.01.  Eligibility Requirements for Owner Trustee................................................25
       Section 10.02.  Resignation or Removal of Owner Trustee...................................................26
       Section 10.03.  Successor Owner Trustee...................................................................26
       Section 10.04.  Merger or Consolidation of Owner Trustee..................................................27
       Section 10.05.  Appointment of Co-Trustee or Separate Trustee.............................................27

ARTICLE XI.  MISCELLANEOUS.......................................................................................28
       Section 11.01.  Supplements and Amendments................................................................28
       Section 11.02.  No Legal Title to Trust Estate in Owner...................................................29
       Section 11.03.  Limitations on Rights of Others...........................................................29
       Section 11.04.  Notices...................................................................................30
       Section 11.05.  Severability of Provisions................................................................31
       Section 11.06.  Counterparts..............................................................................31
       Section 11.07.  Successors and Assigns....................................................................31
       Section 11.08.  No Petition...............................................................................31
       Section 11.09.  No Recourse...............................................................................31
       Section 11.10.  Headings..................................................................................32
       Section 11.11.  Governing Law.............................................................................32
       Section 11.12.  Trust Certificate Transfer Restrictions...................................................32

EXHIBITS

       Exhibit A       Form of Certificate of Trust.............................................................A-1
       Exhibit B-1 -   Form of Trust Certificate................................................................B-1
       Exhibit B-2 -   Form of Residual Interest Certificate....................................................B-2

This AMENDED AND RESTATED TRUST AGREEMENT dated as of April 17, 2002, by and among BLUEGREEN RECEIVABLES FINANCE CORPORATION V, a Delaware corporation, as Depositor (the "Depositor" or the "Residual Interest Owner"), GSS Holdings, Inc., as owner (the "Owner"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the "Owner Trustee") amends and restates in its entirety, the Trust Agreement, dated as of June 29, 2001 by and among the parties hereto.

WHEREAS, in connection herewith and with the provisions of the Sale and Servicing Agreement, the Depositor is willing to convey the Assets;

WHEREAS, in connection herewith and with the provisions of the Sale and Servicing Agreement, the Depositor is willing to purchase the Residual Interest Certificate (as defined herein) to be issued pursuant to this Agreement and to assume certain rights and obligations pursuant hereto; and

WHEREAS, the Owner is willing to purchase the Trust Certificate and assume certain rights and obligations pursuant hereto;

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

ARTICLE I.

DEFINITIONS

Section 1.01. Capitalized Terms. Except as otherwise provided in this Agreement, whenever used in this Agreement the following words and phrases, unless the context otherwise requires, shall have the following meanings::

"Agreement" means this Trust Agreement, as the same may be amended and supplemented from time to time.

"Assets" shall have the meaning specified in the Sale and Servicing Agreement.

"Benefit Plan" means (i) an employee benefit plan (as such term is defined in Section 3(3) of ERlSA) that is subject to the provisions of Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity.

"Business Trust Statute" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Codess.3801 et.,seq., as the same may be amended from time to time.

"Certificate" or "Certificates" means the Residual Interest Certificate and the Trust Certificate.

"Certificate Distribution Account" shall have the meaning assigned to such term in Section 5.01.

"Certificate of Trust" means the Certificate of Trust filed for the Trust pursuant to Section 3810(a) of the Business Trust Statute, substantially in the form of Exhibit A hereto.

"Certificate Register" and "Certificate Registrar" mean the register maintained and the registrar (or any successor thereto) appointed pursuant to
Section 3.04.

"Certificateholder" or "Holder" means with respect to the Trust Certificate the Person in whose name the Trust Certificate is registered in the Certificate Register, and with respect to the Residual Interest Certificate, the person in whose name the Residual Interest Certificate is registered in the Certificate Register.

"Closing Date" means June 29, 2001.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "ERISA" means the Employment Retirement Income Security Act of 1974, as
amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Expenses" shall have the meaning assigned to such term in Section 8.02.

"Foreign Person" means any Person other than (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust whose administration is subject to the primary supervision of a court within the United States and which has one or more U.S. fiduciaries who have authority to control all substantial decisions of the Trust.

"Indemnified Parties" shall have the meaning assigned to such term in
Section 8.02

"Owner" means the holder of the Trust Certificate.

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

"Owner Trustee Corporate Trust Office" means the office of the Owner Trustee at which its corporate trust business shall be administered, which initially shall be 1100 North Market Street, Wilmington, Delaware 19890, Attn:
Corporate Trust Administration, or such other office at such other address as the Owner Trustee may designate from time to time by notice to the Certificateholder, the Servicer, the Indenture Trustee, the Depositor and the Agent.

"Person" means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof) unincorporated organization or government or any agency or political subdivision thereof.

"Residual Interest Owner" means the holder of the Residual Interest Certificate.

"Residual Interest Certificate" means the residual interest certificate substantially in the form of Exhibit B-2 hereto, evidencing the economics, but not equity interest in the Trust which economic interest shall be subordinate to the rights of the Holders of the Notes in accordance with the terms of the Operative Documents.

"Sale and Servicing Agreement" means the Amended and Restated Sale and Servicing Agreement, dated as of the date hereof, among the Trust, the Depositor, Bluegreen Corporation, as Seller and as Servicer, Concord Servicing Corporation, as Backup Servicer, Vacation Trust, Inc., as Club Trustee, and U.S. Bank National Association (formerly known as U.S. Bank Trust National Association), as Indenture Trustee and Custodian, as the same may be amended or supplemented from time to time.

"Secretary of State" means the Secretary of State of the State of Delaware.

"Tax Matters Partner" shall have the meaning provided in Section 5.06(b) hereof.

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

"Trust" means the trust established by this Agreement.

"Trust Certificate" means the trust certificate evidencing the beneficial equity interest of an Owner in the Trust, substantially in the form of Exhibit B-1 hereto.

"Trust Paying Agent" shall mean any Trust Paying Agent or co-Trust Paying Agent or appointed pursuant to Section 3.10 and authorized by the Issuer to make payments to and distributions from the Certificate Distribution Account, including payment of principal of or interest on the Certificates on behalf of the Issuer.

"Trust Estate" means all right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article Two of the Sale and Servicing Agreement, all funds on deposit from time to time in the Certificate Distribution Account and all other property of the Trust from time to time, including any rights of the Owner Trustee and the Trust all pursuant the terms and conditions of the Sale and Servicing Agreement.

Section 1.02. Other Definitional Provisions. Capitalized terms used that are not otherwise defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement.

Section 1.03. Usage of Terms. With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender including the other genders; references to "writing" include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references

to Persons include their permitted successors and assigns; and the term "including" means "including without limitation".

Section 1.04. Section References. All section references, unless otherwise indicated, shall be to Sections in this Agreement.

Section 1.05. Accounting Terms. All accounting terms used but not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States.

ARTICLE II.

ORGANIZATION

Section 2.01. Name. The Trust created hereby shall be known as "BXG Receivables Note Trust 2001-A", in which name the Owner Trustee may conduct the activities of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

Section 2.02. Office. The office of the Trust shall be in care of the Owner Trustee at the Owner Trustee Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice to the Owner and the Depositor.

Section 2.03. Purposes and Powers.

(a) The sole purpose of the Trust is, and the Trust shall have the power and authority, to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Residual Interest Owner, and in furtherance of such purpose to engage in the following ministerial activities:

(i) to issue the Notes pursuant to the Indenture and the Trust Certificate and Residual Interest Certificate pursuant to this Agreement and to sell the Notes;

(ii) with the proceeds of the sale of the Notes, acquire the Trust Estate and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement;

(iii) to assign, grant, transfer, pledge, mortgage and convey the Assets and other assets constituting the Trust Estate pursuant to the Indenture;

(iv) to distribute to the Residual Interest Owner any portion of the Trust Estate released from the Lien of simultaneously with the release of such property in accordance with the Indenture and the Sale and Servicing Agreement;

(v) to enter into and perform its obligations under the Operative Documents to which it is to be a party;

(vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(vii) subject to compliance with the Operative Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Residual Interest Owner and the Noteholders.

The Trust shall not engage in any activities other than in connection with the foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate under
Section 1.01, or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of this Section.

Section 2.04. Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment.

Section 2.05. Capital Contribution of initial Trust Estate. The Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Trust Estate (prior to giving effect to the conveyances described in the Sale and Servicing Agreement) and shall be deposited in the Certificate Distribution Account. The Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Residual Interest Owner, subject to the obligations of the Trust under the Operative Documents. It is the intention of the parties that the Owner, as holder of the Trust Certificate, be the sole equity owner of the Trust. It is the intention of the parties hereto that the Residual Interest Owner have solely an economic, but not an entity interest in the Trust, and that the Trust not constitute a Subsidiary or Affiliate of the Residual Interest Owner (or of any of its Affiliates) for any purpose. It is the intention of the parties' hereto that the Trust constitute a business trust under the Business Trust Statute and that this Agreement constitutes the governing instrument of such business trust. It is the intention of the parties hereto that the Trust be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulation
Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The parties agree not to take any action inconsistent with such intended federal income tax treatment. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the

Business Trust Statute for the sole purpose and to the extent necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of Section 2.03.

Section 2.07. Liability of Depositor.

(a) Pursuant to Section 3803(a) of the Business Trust Statute, the Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Depositor were a general partner; provided, however, that neither Depositor nor Owner shall under any circumstances be liable for any losses incurred by a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor and Owner shall not be liable) shall be deemed third party beneficiaries of the Depositor's obligations under this paragraph. The obligations of the Depositor under this paragraph shall be evidenced by the Residual Interest Certificate described in Section 3.12.

(b) The Owner, solely by virtue of its being the Holder of the Trust Certificate, shall not have any personal liability for any liability or obligation of the Trust.

Section 2.08. Title to Trust Property. Legal title to the Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in an Owner Trustee or Owner Trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

Section 2.09. Situs of Trust. The Trust will be located and administered in the State of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Florida or the State of Delaware. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Trust only in Delaware and payments will be made by the Trust only from Delaware. The only office of the Trust will be at the Owner Trustee Corporate Trust Office.

Section 2.10. Representations and Warranties.

(a) Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:

(i) The Depositor is duly organized and validly existing as a corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business and had at all relevant times, and has, power, authority and legal right to acquire and own the Trust Estate.

(ii) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications.

(iii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and has duly authorized such sale and assignment and deposit with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action.

(iv) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Operative Documents); nor violate any law or any order, role or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.

(v) All approvals, authorizations, consents, orders or other actions of any person or any governmental entity required in connection with the execution and delivery of this Agreement and the fulfillment of the terms hereof have been obtained.

(vi) There are no proceedings or investigations pending, or to the Depositor's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (A) asserting the invalidity of this Agreement, any of the other Operative Documents or the Residual Interest Certificate, (B) seeking to prevent the issuance of the Residual Interest Certificate or the consummation of any of the transactions contemplated by this Agreement or any of the other Operative Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the other Operative Documents or the Residual Interest Certificate or (D) involving the Depositor and which might adversely affect the federal income tax or other federal, state or local tax attributes of the Residual Interest Certificate.

(b) Representations and Warranties of Owner. The Owner hereby represents and warrants to the Owner Trustee that:

(i) The Owner is duly organized and validly existing as a corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business.

(ii) The Owner is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications.

(iii) The Owner has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Owner by all necessary corporate action.

(iv) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or bylaws of the Owner, or any indenture, agreement or other instrument to which the Owner is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of the properties of the Owner pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Operative Documents), nor violate any law or any order, rule or regulation applicable to the Owner of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Owner or its properties.

(v) All approvals, authorizations, consents, orders or other actions of any person or any governmental entity required in connection with the execution and delivery of this Agreement and the fulfillment of the terms hereof have been obtained.

(vi) There are no proceedings or investigations pending, or to the Owner's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Owner or its properties: (A) asserting the invalidity of this Agreement, any of the other Operative Documents or the Trust Certificate, (B) seeking to prevent the issuance of the Trust Certificate or the consummation of any of the transactions contemplated by this Agreement or any of the other Operative Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Owner of its obligations under, or the validity or enforceability of, this Agreement, any of the other Operative Documents or the Trust Certificate or (D) involving the Owner and which might adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificate.

Section 2.11. Federal Income Tax Treatment.

(a) It is the intention of the Depositor and the Owner that the Trust be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Trust Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Owner or its transferee as sole owner. The Residual Interest Certificate constitutes the entire residual

economic interest in the Trust (after payments to the Noteholders in accordance with the terms of the Operative Documents) and must at all times be held by the Trust Depositor or its transferee. The Depositor and the Owner agree not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes, the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Depositor (or subsequent purchaser of the Residual Interest Certificate) as the sole owner of the residual economic interest in the Trust.

Section 2.12. Covenants of the Depositor and Owner. The Depositor and the Owner agree and covenant (severally, as applicable) that during the term of this Agreement, and to the fullest extent permitted by applicable law, that:

(a) in the event that any litigation with claims in excess of $10,000 to which the Depositor is a party which shall be reasonably likely to result in a material judgment against the Depositor that the Depositor will not be able to satisfy shall be commenced, during the period beginning immediately following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Depositor, such judgment has been satisfied), the Depositor shall not pay any dividend to the Servicer, or make any distribution on or in respect of its capital stock to the Servicer, or repay the principal amount of any indebtedness of the Depositor held by the Servicer, unless after giving effect to such payment, distribution or repayment, the Depositor's liquid assets shall not be less than the amount of actual damages claimed in such litigation;

(b) neither the Depositor nor the Owner shall, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action;

(c) neither the Depositor nor the Owner shall create, incur or suffer to exist any indebtedness or engage in any business, except, in each case, as permitted by its certificate of incorporation, by-laws and the Operative Documents;

(d) it shall obtain from each other party to each Operative Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.01(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States;

(e) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and

(f) it shall not transfer the Trust Certificate (in the case of the Owner) or the Residual Interest Certificate (in the case of the Depositor) unless the transferee agrees that it shall comply with the provisions of paragraph (b) above.

ARTICLE III.

CERTIFICATE AND TRANSFER OF INTERESTS

Section 3.01. Ownership.

(a) Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.05 and until the issuance of the Trust Certificate, the Owner shall be the sole equity owner of the Trust. The Trust Certificate must at all times be held by either the Owner or its transferee as sole owner.

(b) No transfer of the Trust Certificate shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or "Blue Sky" laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of the Trust Certificate unless, (i) prior to such transfer the Owner Trustee shall have received a Tax Opinion, and (ii) following such transfer, there would be no more than one holder of the Trust Certificate, and the holder of the Trust Certificate would not be a Foreign Person, a partnership, Subchapter S corporation or grantor trust.

Section 3.02. The Trust Certificate. The Trust Certificate shall be substantially in the form of Exhibit B-2 hereto. The Trust Certificate shall be executed by the Owner Trustee on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and shall be deemed to have been validly issued when so executed. The Trust Certificate bearing the manual or facsimile signature of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee shall be a valid and binding obligation of the Trust, notwithstanding that such individuals or any of them have eased to be so authorized prior to the authentication and delivery of such Trust Certificate or did not hold such offices at the date of such Trust Certificate. The Trust Certificate shall be dated the date of its authentication.

Section 3.03. Authentication and Delivery of Trust Certificate. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the

Receivables and the other assets constituting the Trust Estate, simultaneously with the sale, assignment and transfer to the Trust of the Receivables and other Trust Assets, and the constructive delivery to the Owner Trustee of the Receivables Documents and the other Trust Assets, a Trust Certificate duly authenticated by the Owner Trustee, evidencing the entire ownership of the Trust, and Notes issued by the Trust and authenticated by the Indenture Trustee in aggregate principal amounts not to exceed $125,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be vacated for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit B-2, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Trust Certificate will be entitled to the benefits of this Agreement.

Section 3.04. Registration of Transfer and Exchange of Trust Certificate.

(a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Trust Certificate and transfers and exchanges of the Trust Certificate as provided herein, The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Trust Certificate and transfers and exchanges of the Trust Certificate as herein provided. In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Servicer shall appoint another bank or trust company, having an office or agency located in the State of Delaware, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder.

(b) Upon surrender for registration of transfer of any Trust Certificate at the Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee, one new Trust Certificate having the same aggregate principal amount.

(c) Every Trust Certificate presented or surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

(d) No service charge shall be made for any registration of transfer or exchange of the Trust Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer of the Trust Certificate.

(e) All Trust Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Section 3.05. Ownership.

(a) Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.05 the Owner shall be the sole equity owner of the Trust. The Residual Interest Certificate must at all times be held by either the Residual Interest Owner or its transferee.

(b) No transfer of the Residual Interest Certificate shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or "Blue Sky" laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of the Residual Interest Certificate unless, (i) prior to such transfer the Owner Trustee shall have received a Tax Opinion, and (ii) following such transfer, there would be no more than one holder of the Residual Interest Certificate and the holder of the Residual Interest Certificate would not be a Foreign Person, a partnership, Subchapter S corporation or grantor trust.

Section 3.06. The Residual Interest Certificate. The Residual Interest Certificate shall be substantially in the form of Exhibit B-2 hereto. The Residual Interest Certificate shall be executed by the Owner Trustee on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and shall be deemed to have been validly issued when so executed. The Trust Certificate bearing the manual or facsimile signature of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee shall be a valid and binding obligation of the Trust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Residual Interest Certificate or did not hold such offices at the date of such Residual Interest Certificate. The Residual Interest Certificate shall be dated the date of its authentication.

Section 3.07. Authentication and Delivery of Residual Interest Certificate. The Owner Trustee shall cause to be authenticated and delivered to the Residual Interest Owner upon the order of the Depositor, simultaneously with the sale, assignment and transfer to the Trust of the Receivables and other Trust Assets, and the constructive delivery to the Owner Trustee of the Receivables Documents and the other Trust Assets, a Residual Interest Certificate duly authenticated by the Owner Trustee, evidencing the entire residual economic (but no equity ownership) of the Trust, and Notes issued by the Trust and authenticated by the Indenture Trustee in aggregate principal amounts not to exceed $125,000,000. No Residual Interest Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Certificate a certificate of authentication substantially in the form set forth in the form of Residual Interest Certificate attached hereto as Exhibit B-2, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Residual Interest Certificate shall be conclusive evidence, and the only evidence, that such Residual Interest Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Certificate will be entitled to the benefits of this Agreement.

Section 3.08. Registration of Transfer and Exchange of Residual Interest Certificate.

(a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Trust Certificate and transfers and exchanges of the Residual Interest Certificate as provided herein. The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Residual Interest Certificate and transfers and exchanges of the Residual Interest Certificate as herein provided. In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Servicer shall appoint another bank or trust company, having an office or agency located in the State of Delaware, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder.

(b) Upon surrender for registration of transfer of any Residual Interest Certificate at the Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee, one new Residual Interest Certificate having the same aggregate principal amount.

(c) Every Residual Interest Certificate presented or surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

(d) No service charge shall be made for any registration of transfer or exchange of the Residual Interest Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer of the Residual Interest Certificate.

(e) All Residual Interest Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Section 3.09. Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice that such Certificate has been acquired by a bona fide purchaser, the Owner Trustee shall execute and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen certificate, a new Certificate of like tenor and fractional undivided interest, in connection with the issuance or any new Certificate under this Section, the Owner Trustee may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of

ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 3.10. Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar, and Trust Paying Agent or any of their respective agents shall be affected by any notice of the contrary.

Section 3.11. Access to List of Certificateholder's Name and Addresses. The Owner Trustee shall furnish or cause to be furnished to the Servicer and the Depositor, within 15 days after receipt by the Certificate Registrar of a written request therefor from the Servicer or the Depositor, the name and address of the Certificateholder as of the most recent Record Date in such form as the Servicer or the Depositor may reasonably require. Every Certificateholder, by receiving and holding a Certificate, agrees with the Servicer, the Depositor and the Owner Trustee that none of the Servicer, the Depositor or the Owner Trustee shall be held accountable by reason of the disclosure of any such information as to the name and address of the Certificateholder hereunder, regardless of the source from which such information was derived.

Section 3.12. Maintenance of Office or Agency. The Owner Trustee shall maintain in Delaware, an office or offices or agency or agencies where the Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Certificates and this Agreement may be served. The Owner Trustee hereby designates the Owner Trustee Corporate Trust Office as its office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor, the Servicer and to the Certificateholder of any change in the location of the Certificate Register or any such office or agency.

Section 3.13. Appointment of Trust Paying Agent. The Trust Paying Agent shall make distributions to the Residual Interest Certificateholder pursuant to
Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Trust Paying Agent initially shall be U.S. Bank National Association, and any co-Trust Paying Agent chosen by the Trust Paying Agent that is acceptable to the Owner Trustee. Each Trust Paying Agent shall be permitted to resign as Trust Paying Agent upon 30 days' written notice to the Owner Trustee. In the event that U.S. Bank National Association shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a Successor to act as Trust Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such Successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that, as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to such

Certificateholder. The Trust Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7,03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-Trust Paying Agent unless the context requires otherwise.

Section 3.14. Ownership by Owner of Trust Certificate. Owner shall on the Closing Date purchase from the Trust a Trust Certificate.

Section 3.15. Ownership by Depositor of Residual Interest Certificate. Depositor shall on the Closing Date purchase from the Trust a Residual Interest Certificate.

ARTICLE IV.

ACTIONS BY OWNER TRUSTEE

Section 4.01. Prior Notice to Residual Interest Certificateholder with Respect to Certain Matter. Subject to the provisions and limitations of Section 4.04 with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Residual Interest Certificateholder in writing of the proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Residual Interest Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction:

(a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of all action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables);

(b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute);

(c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Residual Interest Owner; or

(e) the appointment pursuant to the Indenture of a successor Note Registrar, Trust Paying Agent or Indenture Trustee or pursuant to this Agreement of a Successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Trust Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or the Agreement, as applicable.

Section 4.02. Action by Residual Interest Owner with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, the Owner Trustee shall not have the power, except upon the direction of the Residual Interest Owner, to (a) remove the Servicer pursuant to the Sale and Servicing Agreement, (b) except as expressly provided in the Operative Documents, sell the Receivables or other Trust Assets after the termination of the Indenture, (c) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, (d) authorize the merger or consolidation of the Trust with or into any other business trust or entity (other than in accordance with Section 3.10 of the Indenture) or (e) amend the Certificate of Trust. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Residual Interest Owner.

Section 4.03. Action by Residual Interest Owner with Respect to Bankruptcy. Subject to Sections 2.12(b) and (f), the Owner Trustee shall not have the power to commence a voluntary proceeding in a bankruptcy relating to the Trust without the prior approval of the Residual Interest Owner and the delivery to the Owner Trustee by such Residual Interest Owner of a certificate certifying that such Residual Interest Owner reasonably believes that the Trust is insolvent.

Section 4.04. Restrictions on Residual Interest Owner's Power. The Residual Interest Owner shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Operative Documents or would be contrary to the purpose of this Trust as set forth in
Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

ARTICLE V.

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01. Establishment of Certificate Distribution Account. The Owner Trustee shall cause the Servicer, for the benefit of the Certificateholders, to establish and maintain with U.S. Bank National Association for the benefit of the Owner Trustee a Trust Account (the "Certificate Distribution Account") which, while the Trust Paying Agent holds such Account, shall be entitled "CERTIFICATE DISTRIBUTION ACCOUNT, U.S. BANK NATIONAL ASSOCIATION, AS TRUST PAYING AGENT, IN TRUST FOR THE BXG RECEIVABLES NOTE TRUST ASSET BACKED RESIDUAL INTEREST CERTIFICATE, SERIES 2001-A." Funds shall be deposited in the Certificate Distribution Account as required by the Indenture, or following satisfaction or release of the Indenture, by the Sale and Servicing Agreement.

Section 5.02. Application of Trust Funds.

(a) On each Payment Date, the Trust Paying Agent shall distribute to the Residual Interest Certificateholder, pro rata, from amounts on deposit in the Certificate Distribution Account the amounts deposited therein pursuant to
Section 3.2 of the Sale and Servicing Agreement with respect to such Payment Date.

(b) On each Payment Date, the Trust Paying Agent shall send to the Residual Interest Certificateholder the statement or statements provided to the Owner Trustee by the Servicer pursuant to Article III of the Sale and Servicing Agreement with respect to such Payment Date.

(c) In the event that any withholding tax is imposed on the Trust's payment (or allocation of income) to the Residual Interest Certificateholder, such tax shall reduce the amount otherwise distributable to the Residual Interest Certificateholder in accordance with this Section. The Trust Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Residual Interest Owner sufficient funds for the payment of tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment if such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Residual Interest Certificateholder shall be treated as cash distributed to such Residual Interest Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Trust Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c).

Section 5.03. Method of Payment. Subject to Section 9.01(c) respecting the final payment upon retirement of the Residual Interest Certificate, distributions required to be made to the Residual Interest Certificateholder of record on the related Record Date shall be made by check mailed to such Residual Interest Certificateholder at the address of such Residual Interest Certificateholder appearing in the Certificate Register.

Section 5.04. No Segregation of Moneys; No Interest. Subject to Sections 5.01 and 5.02, moneys received by the Trust Paying Agent hereunder and deposited into the Certificate Distribution Account will be segregated except to the extent required otherwise by law and shall be invested in Eligible Investments maturing no later than one Business Day prior to the related Payment Date at the direction of the Depositor (with the consent of the Seller). The Trust Paying Agent shall not be liable for payment of any interest or losses in respect of such moneys. Investment gains shall be for the account of and paid to the Residual Interest Certificateholder.

Section 5.05. Accounting and Reports to the Certificateholder, the Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis and the accrual method of accounting, (b) deliver to the Residual Interest Owner, as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable the Residual Interest Owner to prepare its federal and state income tax returns, (c) file such tax returns relating to the Trust and make such elections as from time to time may be required or appropriate under any applicable state or federal statute or any rule or regulation thereunder so as to maintain the federal income tax treatment for the Trust as set forth in
Section 2.11, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.02(c) with respect to income or distributions to Residual Interest Owner. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. If applicable,

the Owner Trustee shall not make the election provided under Section 754 or
Section 761 of the Code.

Section 5.06. Signature on Returns; Tax Matters Partner.

(a) The Depositor shall sign on behalf of the Trust the tax returns of the Trust.

(b) If Subchapter K of the Code should be applicable to the Trust, the Residual Interest Certificateholder shall be designated the "tax matters partner" of the Trust pursuant to Section 6231 (a)(7)(A) of the Code and applicable Treasury Regulations.

ARTICLE VI.

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01. General Authority. Subject to the provisions and limitations of Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to execute and deliver the Operative Documents to which the Trust is to be a party and each certificate or other Document attached as an exhibit to or contemplated by the Operative Documents to which the Trust is to be a party and any amendment or other agreement, as evidenced conclusively by the Owner Trustee's execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Operative Documents.

Section 6.02. General Duties. Subject to the provisions and limitations of Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to discharge all of its responsibilities pursuant to the terms of this Agreement and the Operative Documents to which the Trust is a party and to administer the Trust in the interest of the Owner and the Residual Interest Owner, subject to the Operative Documents and in accordance with the provisions of this Agreement. Without limiting the foregoing, the Owner Trustee shall on behalf of the Trust file and prove any claim or claims that may exist against the Seller in connection with any claims paying procedure as part of an insolvency or receivership proceeding involving the Seller.

Section 6.03. Action Upon Instruction.

(a) Subject to Article Four, in accordance with the terms of the Operative Documents, the Owner may by written instruction direct the Owner Trustee in the management of the Trust.

(b) Owner Trustee shall not be required to take any action hereunder or under any other Operative Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Operative Documents or is otherwise contrary to law.

(c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Operative Document, the Owner Trustee shall promptly give notice (in such form as shall be

appropriate under the circumstances) to the Owner and the Residual Interest Owner requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Owner and the Residual Interest Owner received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement and the other Operative Documents, as it shall deem to be in the best interests of the Owner and the Residual Interest Owner, and shall have no liability to any Person for such action or inaction.

(d) In the event that the Owner Trustee is unsure as to the applicability of any provision of this Agreement or any other Operative Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Owner and the Residual Interest Owner requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Operative Documents, as it shall deem to be in the best interests of the Owner and the Residual Interest Owner, and shall have no liability to any Person for such action or inaction.

(e) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Owner Trustee; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or an political subdivisions thereof in existence on the date hereof other than the State of Delaware being payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated in this Agreement. In the event that the Owner Trustee has determined that any action set forth in clauses (i)-(iii) will result in the consequences stated therein, the Owner Trustee shall appoint one or more Persons to act as co-trustee pursuant to Section 10.05.

Section 6.04. No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby

to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Operative Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust or to record this Agreement or any other Operative Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Trust Estate.

Section 6.05. No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the other Operative Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.

Section 6.06. Restrictions. The Owner Trustee shall not take any action (i) that is inconsistent with the purposes of the Trust set forth in Section 2.03 or
(ii) that, to the actual knowledge of a Responsible Officer of the Owner Trustee, would result in the Trust's becoming taxable as a corporation for federal or state income tax purposes. Neither the Owner nor the Residual Interest Owner shall direct the Owner Trustee to take actions that would violate the provisions of this Section.

ARTICLE VII.

CONCERNING THE OWNER TRUSTEE

Section 7.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Operative Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Operative Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence);

(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee which did not result from gross negligence on the part of such responsible officer;

(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Owner and the Residual Interest Owner;

(c) no provision of this Agreement or any other Operative Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Operative Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Operative Documents, including the principal of and interest on the Notes;

(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Operative Documents, other than the certificate of authentication on the Trust Certificate and the Residual Interest Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to the Owner or the Residual Interest Owner, other than as expressly provided for herein or expressly agreed to in the Operative Documents; and

(f) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Operative Document, at the request, order or direction of the Owner or the Residual Interest Owner unless such Owner or the Residual Interest Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Operative Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act.

Section 7.02. Furnishing of Documents. The Owner Trustee shall furnish to the Owner and the Residual Interest Owner promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Operative Documents.

Section 7.03. Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Depositor and the Owner and the Residual Interest Owner that:

(a) It is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any lien, charge or encumbrance on the Trust Estate resulting from actions by or claims against the Owner Trustee individually which are unrelated to this Agreement or the other Operative Documents.

Section 7.04. Reliance; Advice of Counsel.

(a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Operative Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into by any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys as shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons.

Section 7.05. Not Acting in Individual Capacity. Except as provided in this Article Seven, in accepting the trusts hereby created, Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Operative Document shall look only to the Trust Estate for payment or satisfaction thereof.

Section 7.06. Owner Trustee Not Liable for Trust Certificate, Residual Interest Certificate Notes or Receivables. The recitals contained herein and in the Trust Certificate and

the Residual Interest Certificate (other than the signature and countersignature of the Owner Trustee and the certificate of authentication on such Certificates) shall be taken as the statements of the Depositor, and neither the Owner Trustee nor the Owner assumes responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Operative Document or the Certificates (other than the signature and countersignature of the Owner Trustee and the certificate of authentication on the Certificates) or the Notes, or of any Receivable or related documents, The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest in any security relating to a Receivable or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Residual Interest Certificateholder under this Agreement or the Noteholders under the Indenture, including, without limitation, the existence, condition and ownership of any Receivable; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with any warranty or representation made under any Operative Document or in any related document or the accuracy of any such warranty or representation; or any action of the Servicer or any subservicer taken in the name of the Owner Trustee.

Section 7.07. Owner Trustee May Own Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of the Certificates or Notes and may deal with the Depositor, the Owner, the Residual Interest Owner, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.

ARTICLE VIII.

COMPENSATION OF OWNER TRUSTEE

Section 8.01. Owner Trustee's Fees and Expenses. The Owner Trustee shall receive as compensation for its services hereunder such fees as are provided for and paid pursuant to Section 3.2 of the Sale and Servicing Agreement. Additionally, the Owner Trustee shall be entitled to be reimbursed by the Depositor or Service for its other reasonable out-of-pocket expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.

Section 8.02. Indemnification. The Depositor shall be liable as primary obligor for, and shall indemnify the Owner Trustee and its successors, assigns and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the

other Operative Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.0. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee's choice of legal counsel shall be subject to the approval of the Depositor, which approval shall not be unreasonably withheld.

Section 8.03. Payments to the Owner Trustee. Any amounts paid to the Owner Trustee pursuant to this Article shall be deemed not to be a part of the Trust Estate immediately after such payment.

ARTICLE IX.

TERMINATION OF TRUST AGREEMENT

Section 9.01. Termination of Trust Agreement.

(a) This Trust shall dissolve upon the earlier of (i) final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article Five, (ii) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James's, living on the date hereof and (iii) the time provided in Section 9.02. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner, other than the Depositor as described in Section 9.02, shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) Except as provided in Section 9.0l(a), neither the Depositor nor any Holder shall be entitled to revoke or terminate the Trust.

(c) Notice of any dissolution of the Trust, specifying the Payment Date upon which the Residual Interest Certificateholder shall surrender its Residual Interest Certificate to the Trust Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of termination from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Residual Interest Certificate shall be made upon presentation and surrender of the Residual Interest Certificate at the office of the Trust Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificate at the office of the Trust Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the

Owner Trustee) and the Trust Paying Agent at the time such notice is given to the Residual Interest Certificateholder. Upon presentation and surrender of the Residual Interest Certificates, the Trust Paying Agent shall cause to be distributed to the Residual Interest Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02.

(d) In the event that the Residual Interest Certificateholder shall not surrender its Residual Interest Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to such Residual Interest Certificateholder to surrender its Residual Interest Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Residual Interest Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Residual Interest Certificateholder concerning surrender of its Residual Interest Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor.

(e) Upon the winding up of the Trust and payment of all liabilities in accordance with Section 3808 of the Business Trust Statute, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Business Trust Statute at which time the Trust shall terminate.

Section 9.02. Dissolution upon Bankruptcy of Depositor or Withdrawal or Removal of Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor or the Depositor shall withdraw, liquidate or be removed from the Trust, this Agreement shall be terminated in accordance with
Section 9.01 ninety (90) days after the date of such event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, the Depositor shall give the Indenture Trustee, Owner Trustee and Agent written notice thereof, and the Indenture Trustee shall give prompt written notice to the Noteholders thereof. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the Trust Assets in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the Trust Estate shall be treated as Collections under the Sale and Servicing Agreement.

ARTICLE X.

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01. Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times be a corporation satisfying the provisions of Section 3807(a) of the Business Trust Statute; authorized to exercise corporate trust powers; and having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities; and having (or having a parent that has) a rating of at least Baa3 by Moody's. If such corporation shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this

Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any Person meeting the requirements for an owner trustee under this Section 10.01 is referred to herein as "Eligible Owner Trustee". In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.

Section 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Depositor and the Seller and the Indenture Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee, which successor shall be an Eligible Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee which shall be an Eligible Owner Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Owner, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Indenture Trustee, may remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Owner shall promptly appoint a successor Owner Trustee which shall be an Eligible Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Section 10.03. Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Indenture Trustee and the the Depositor, and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, Indenture Trustee and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for

fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall be an Eligible Owner Trustee pursuant to Section 10.01.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice thereof to the Certificateholders, the Indenture Trustee, the Agent and the Noteholders. If the Depositor shall fail to mail such notice within ten days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Section 10.04. Merger or Consolidation of Owner Trustee. Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such corporation shall be eligible pursuant to Section 10.01.

Section 10.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Owner Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to
Section 10.03.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the

Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(b) no trustee under this Agreement shall be personally liable by reason of any such act or or omission of any other trustee under this Agreement; and

(c) the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Depositor and the Agent.

Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts hall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

ARTICLE XI.

MISCELLANEOUS

Section 11.01. Supplements and Amendments.

(a) The Agreement may be amended by the Depositor, and the owner Trustee, without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholders.

(b) This Agreement may also be amended from time to time by the Depositor, and the Owner Trustee, with the consent of the Note Majority, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall increase or reduce in any manner the amount of, or

accelerate or delay the timing of, (i) collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder, or (ii) eliminate the Certificateholders' consent or reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of the Holders of all outstanding Notes and the Residual Interest Certificate.

(c) Prior to the execution of any such amendment or consent, the Depositor shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Depositor and the Agent.

(d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Operative Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

(e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

(f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Section 11.02. No Legal Title to Trust Estate in Owner. The Owner shall not have legal title to any part of the Trust Estate. The Residual Interest Owner shall be entitled to receive distributions with respect to its undivided residual economic interest herein only in accordance with Articles Five and Nine. No transfer, by operation of law or otherwise, of any right, title or interest of the Owner or the Residual Interest Owner to and in their respective interests in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

Section 11.03. Limitations on Rights of Others. Except for Section 2.07, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Owner, the Residual Interest Owner and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement (other than Section 2.07), whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

If to the Servicer:              Bluegreen Corporation
                                 4960 Conference Way North, Suite 100
                                 Boca Raton, Florida  33431
                                 Attn:  John F. Chiste
                                 Telephone No.:  (561) 912-8010
                                 Telecopy:  (561) 912-8123

If to the Depositor              Bluegreen Receivables Finance Corporation V
or Residual Interest Owner:      4960 Conference Way North, Suite 100
                                 Boca Raton, Florida  33431
                                 Attn:  John F. Chiste
                                 Telephone No.:  (561) 912-8010
                                 Telecopy:  (561) 912-8123

If to the Owner Trustee:         Wilmington Trust Company
                                 Rodney Square North
                                 1100 North Market Street
                                 Wilmington, Delaware  19890-0001
                                 Attention: Corporate Trust Administration
                                 Telecopier No.: (302) 651-8882

If to the Agent:                 ING Capital LLC
                                 1325 Avenue of the Americas
                                 New York, New York 10019
                                 Attn:  Michelle LoVuolo
                                 Facsimile:   (646) 424-6251

If to the Backup Servicer:       Concord Servicing Corporation
                                 6560 North Scottsdale Road
                                 Suite G-100
                                 Scottsdale, Arizona  85253
                                 Attn:  Fredrick G. Pink, Esq.
                                 Fax No.:  (480) 951-8879

If to the Indenture Trustee:     U.S. Bank National Association
                                 180 East Fifth Street

                                      -30-

                                 St. Paul, Minnesota  55101
                                 Attn:  Structured Finance
                                 Fax No.: (651) 244-0089
                                 Tel. No.: (651) 244-0011

If to the Owner:                 GSS Holdings, Inc.
                                 114 West 47th Street
                                 Suite 1715
                                 New York, New York  10036
                                 Attn:  Kevin P. Burns
                                 Fax No.:  (212) 302-8767

Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent notices shall be sent.

Section 11.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions, or terms of this Agreement shall be for any reason whatsoever held invalid then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

Section 11.06. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 11.07. Successors and Assigns. All Owner covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the Depositor, and the Owner Trustee and their respective successors and permitted assigns and the Owner and the Residual Interest Owner and their respective successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the Owner or the Residual Interest Owner shall bind the successors and assigns of the Owner or the Residual Interest Owner, as the case may be.

Section 11.08. No Petition. The Owner Trustee, by entering into this Agreement, each Certificateholder, by accepting a Certificate, and the Indenture Trustee and each Noteholder, by accepting the benefits of this Agreement, hereby covenant and agree that they will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor, or the Trust of, any bankruptcy proceedings under any United Sates federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the other Operative Documents.

Section 11.09. No Recourse. Each Certificateholder by accepting a Certificate acknowledges that such Certificateholder's Certificate represents equity (in the case of the Trust Certificate) or residual economic (in the case of the Residual Interest Certificate) interests in the Trust only and do not represent interests in or obligations of the Depositor, the Servicer, the

Seller, the Agent, the Owner Trustee, the Indenture Trustee or any of the respective Affiliates and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Operative Documents. The Owner by accepting the Trust Certificate (i) acknowledges that such Trust Certificate represents an equity (but not economic) interest in the Trust and the Trust Estate only and does not represent an economic interest in the Trust or the Trust Estate or an interest in or an obligation of the Depositor, the Servicer, the Owner Trustee or any Affiliate of the foregoing, and no recourse may be had against any such party or their assets, except as may be expressly set forth or contemplated in the Operative Documents and (ii) enters into the undertakings and agreements provided for such Certificateholders set forth in Section 8.14 of the Sale and Servicing Agreement.

Section 11.10. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 11.11. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.12. Trust Certificate Transfer Restrictions. The Trust Certificate may not be acquired by or for the account of a Benefit Plan. By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan nor will it hold such Trust Certificate for the account of a Benefit Plan. By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.

[signature page follows]

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

BLUEGREEN RECEIVABLES FINANCE
CORPORATION V, as Depositor and
Residual Interest Owner

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

WILMINGTON TRUST COMPANY,
as Owner Trustee

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

GSS Holdings, Inc., as Owner of the Trust Certificate

By: /s/ Kevin P. Burns
   --------------------------------------------
    Printed Name:  Kevin P. Burns
                 ------------------------------
    Title:   Vice President
           ------------------------------------

EXHIBIT A

FORM OF CERTIFICATE OF TRUST OF
BXG RECEIVABLES NOTE TRUST 2001-A

This Certificate of Trust of BXG Receivables Note Trust 2001-A (the "Trust"), dated June 29, 2001, is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, as Owner Trustee, to form a business trust under the Delaware Business Trust Act (12 Del. Code, ss. 3801, et seq.).

1. Name. The name of the business trust formed hereby is BXG Receivables Note Trust 2001-A.

2. Delaware Trustee. The name and business address of the Owner Trustee of the Trust in the State of Delaware is [name], [street], Wilmington, Delaware 19890.

IN WITNESS WHEREOF, the undersigned, being the sole Owner Trustee of the Trust, has executed this Certificate of Trust as of the date first above written.

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

EXHIBIT B-1

FORM OF TRUST CERTIFICATE

THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE SALE AND SERVICING AGREEMENT AND INDENTURE REFERRED TO HEREIN.

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN BLUEGREEN RECEIVABLES FINANCE CORPORATION V, BLUEGREEN CORPORATION OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE CONDITIONS SET FORTH IN SECTION 3.04 OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH.

THIS CERTIFICATE IS TRANSFERABLE ONLY IN WHOLE AND NOT IN PART.

THIS TRUST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND THIS TRUST CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

BXG RECEIVABLES NOTE TRUST 2001-A TRUST CERTIFICATE

NO. 1

THIS CERTIFIES THAT [____________________________________] is the registered owner of 100% of the nonassessable, fully-paid, fractional undivided equity interests in the BXG Receivables Note Trust 2001-A (the "Trust") formed by Bluegreen Receivables Finance Corporation V, a Delaware corporation (the "Depositor").

The trust was created pursuant to a Trust Agreement, dated as of June 29, 2001 (as amended, restated and/or supplemented from time to time, the "Trust Agreement"), among Bluegreen Receivables Finance Corporation V, as Depositor (the "Depositor"), and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in (i) the Trust Agreement, (ii) the Amended and Restated Sale and Servicing Agreement, dated as of April 17, 2002 (the "Sale and Servicing Agreement"), among the Trust, Bluegreen Receivables Finance Corporation V, as depositor (the "Depositor"), Bluegreen Corporation, as Servicer (in such capacity, the "Servicer"), Concord Servicing Corporation, as Backup Servicer, Vacation Trust, Inc., as Club Trustee, and U.S. Bank National Association (formerly known as U.S. Bank Trust National

Association), as Indenture Trustee (the "Indenture Trustee") and Custodian (the "Custodian") or (iii) the Amended and Restated Indenture, dated as of April 17, 2002 (the "Indenture"), between the Trust and Indenture Trustee.

This Trust Certificate is the duly authorized Trust Certificate designated as "BXG Receivables Note Trust 2001-A Certificate" (the "Trust Certificate"). Also issued under the Indenture are the Asset-Backed Notes, Series 2001-A (the "Notes"). This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Trust Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. The Holder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders to the extent described in the Sale and Servicing Agreement and the Indenture.

It is the intent of the Servicer, the Depositor, Owner Trustee, Indenture Trustee and the Certificateholder that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii). The Depositor and any Certificateholder, by acceptance of a Trust Certificate, agrees to treat , and to take no action inconsistent with such treatment of, the Trust for federal income tax purposes.

Each Certificateholder, by its acceptance of a Trust Certificate or beneficial interest in a Trust Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Trust or the Depositor, or join in any institution against the Trust or the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificate, the Notes, the Trust Agreement or any of the other Operative Documents.

Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Owner Trustee or its Agent by wire transfer or check mailed to the Certicateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for that purposes by the Owner Trustee in the City of Wilmington, State of Delaware.

Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or any other Operative Document or be valid for any purpose.

THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

[REVERSE OF CERTIFICATE]

The Trust Certificate does not represent an obligation of, or an interest in the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Operative Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables and certain other amounts, in each case as more specifically set forth herein and in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholder under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the majority of the outstanding principal balance of the Notes. Any such consent shall be conclusive and binding on the Holder and on all future Holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent is made upon this Trust Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holder of the Trust Certificate or any Noteholder.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for resignation of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in Wilmington, Delaware, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar, executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon a new Trust Certificate evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is the Owner Trustee.

Except as provided in the Trust Agreement, the Trust Certificate is issuable only as a registered Trust Certificate without coupons. No service charge will be made for any registration of transfer of such Trust Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholder of all amounts required to be paid

to such holder pursuant to the Trust Agreement and the Sale and Servicing Agreement and the deposition of all property held as part of the Trust Estate. The Depositor may at its option purchase the Trust Estate at the times and at the prices specified in the Sale and Servicing Agreement.

The Trust Certificate may not be acquired by a Benefit Plan. By accepting and holding this Trust Certificate, the Holder hereof, shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the account of such an entity.

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed.

Dated:

BXG RECEIVABLES NOTE TRUST 2001-A

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

By: ________________________________
Authorized Signatory

OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This the Trust Certificate referred to in the within-mentioned Trust Agreement.

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

By: ________________________________ Authorized Signatory

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

Dated:____________

Signature Guaranteed:

---------------------------------------        --------------------------------
NOTICE: Signature(s) must be guaranteed        NOTICE: The signature to this
by an eligible guarantor institution.          assignment must correspond with
                                               the name of the registered owner
                                               as it appears on the face of the
                                               within Trust Certificate in
                                               every particular, without
                                               alteration or enlargement or
                                               any change whatever.

EXHIBIT B-2

FORM OF RESIDUAL INTEREST CERTIFICATE

THIS RESIDUAL INTEREST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE SALE AND SERVICING AGREEMENT AND INDENTURE REFERRED TO HEREIN.

THIS RESIDUAL INTEREST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN BLUEGREEN RECEIVABLES FINANCE CORPORATION V, BLUEGREEN CORPORATION OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE CONDITIONS SET FORTH IN SECTION 3.04 OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH.

THIS CERTIFICATE IS TRANSFERRABLE ONLY IN WHOLE AND NOT IN PART.

THIS RESIDUAL INTEREST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND THIS RESIDUAL INTEREST CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

BXG RECEIVABLES NOTE TRUST 2001-A RESIDUAL INTEREST CERTIFICATE

NO. 1

THIS CERTIFIES THAT Bluegreen Receivables Finance Corporation V is the registered owner of 100% of the residual interest in the BXG Receivables Note Trust 2001-A (the "Trust") formed by Bluegreen Receivables Finance Corporation V, a Delaware corporation (the "Depositor").

The Trust was created pursuant to a Trust Agreement, dated as of June 29, 2001 (as amended, restated and/or supplemented from time to time, the "Trust Agreement"), among Bluegreen Receivables Finance Corporation V, as Depositor (the "Depositor"), and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in (i) the Trust Agreement, (ii) the Amended and Restated Sale and Servicing Agreement, dated as of April 17, 2002 (the "Sale and Servicing Agreement"), among the Trust, Bluegreen Receivables Finance Corporation V, as depositor (the "Depositor"), Bluegreen Corporation, as Servicer (in such capacity, the "Servicer"), Concord Servicing Corporation, as Backup Servicer, Vacation Trust, Inc., as Club Trustee, and U.S. Bank National Association (formerly known as U.S. Bank Trust National

Association), as Indenture Trustee (the "Indenture Trustee")) and Custodian (the "Custodian") or (iii) the Amended and Restated Indenture, dated as of April 17, 2002 (the "Indenture"), between the Trust and the Indenture Trustee.

This Residual Interest Certificate is the duly authorized Residual Interest Certificate designated as "BXG Receivables Note Trust 2001-A Certificate" (the "Residual Interest Certificate"). Also issued under the Indenture are the Asset-Backed Notes, Series 2001-A (the "Notes"). This Residual Interest Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Residual Interest Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. The holder of this Residual Interest Certificate acknowledges and agrees that its rights to receive distributions in respect of this Residual Interest Certificate are subordinated to the rights of the Noteholders to the extent described in the Sale and Servicing Agreement and the Indenture.

It is the intent of the Servicer, the Depositor, Owner Trustee, Indenture Trustee and the Certificateholder that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) and that all items of income, deduction, gain, loss or credit of the Trust will be treated as such items of the Certificateholder. The Depositor and any other Certificateholder, by acceptance of a Residual Interest Certificate, agrees to treat, and to take no action inconsistent with such treatment of, the Trust for federal income tax purposes.

Each Certificateholder, by its acceptance of a Residual Interest Certificate or beneficial interest in a Residual Interest Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Trust or the Depositor, or join in any institution against the Trust or the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Residual Interest Certificate, the Notes, the Trust Agreement or any of the other Operative Documents.

Distributions on this Residual Interest Certificate will be made as provided in the Trust Agreement by the Owner Trustee or its Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate Registrar without the presentation or surrender of this Residual Interest Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Residual Interest Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Residual Interest Certificate at the office or agency maintained for that purpose by the Owner Trustee in the City of Wilmington, State of Delaware.

Reference is hereby made to the further provisions of this Residual Interest Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Residual Interest Certificate shall not

entitle the holder hereof to any benefit under the Trust Agreement or any other Operative Document or be valid for any purpose.

THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

[REVERSE OF CERTIFICATE]

The Residual Interest Certificate does not represent an obligation of, or an interest in the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee or any of the respective Affiliates and no recourse may be had against such parties of their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Operative Documents. In addition, this Residual Interest Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables and certain other amounts, in each case as more specifically set forth herein and in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholder under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the majority of the outstanding principal balance of the Notes. Any such consent shall be conclusive and binding on the Holder and on all future Holders of this Residual Interest Certificate and of any Residual Interest Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent is made upon this Residual Interest Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holder of the Residual Interest Certificate or any Noteholder.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Residual Interest Certificate is registerable in the Certificate Register upon surrender of this Residual Interest Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in Wilmington, Delaware, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar, executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon a new Residual Interest Certificate evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is the Owner Trustee.

Except as provided in the Trust Agreement, the Residual Interest Certificate is issuable only as a registered Residual Interest Certificate without coupons. No service charge will be made for any registration of transfer of such Residual Interest Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Residual Interest Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the Trust crated thereby shall terminate upon the payment to Certificateholder of all amounts required to be paid to such holder pursuant to the Trust Agreement and the Sale and Servicing Agreement and the deposition of all property held as part of the Trust Estate. The Depositor may at its option purchase the Trust Estate at the times and at the prices specified in the Sale and Servicing Agreement.

The Residual Interest Certificate may not be acquired by a Benefit Plan. By accepting and holding this Residual Interest Certificate, the Holder hereof, shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Residual Interest Certificate or an interest therein for the account of such an entity.

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Residual Interest Certificate to be duly executed.

Dated:

BXG RECEIVABLES NOTE TRUST 2001-A

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

By: __________________________________
Authorized Signatory

OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This the Residual Interest Certificate referred to in the within-mentioned Trust Agreement.

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

By: ________________________________ Authorized Signatory

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

Dated:____________

Signature Guaranteed:

---------------------------------------       ----------------------------------
NOTICE: Signature(s) must be guaranteed       NOTICE: The signature to this
by an eligible guarantor institution.         assignment must correspond with
                                              the name of the registered owner
                                              as it appears on the face of the
                                              within Residual Interest
                                              Certificate in every particular,
                                              without alteration or enlargement
                                              or any change whatever.

EXHIBIT 10.124

BLUEGREEN CORPORATION

EMPLOYMENT AGREEMENT

George F. Donovan

This AGREEMENT (the "Agreement") is made as of December 19, 2001 (the "Effective Date"), by and between Bluegreen Corporation, a Massachusetts corporation with its headquarters located in Boca Raton, Florida (the "Employer"), and George F. Donovan (the "Executive").

In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:

1. Employment. The Employer agrees to employ the Executive and the Executive agrees to be employed by the Employer on the terms and conditions set forth in this Agreement.

2. Capacity. The Executive shall continue to serve the Employer as President and Chief Executive Officer. The Executive shall also serve the Employer in such other or additional offices as the Executive may be requested to serve by the Board of Directors of the Employer (the "Board of Directors"). In such capacity or capacities, the Executive shall perform such services and duties in connection with the business, affairs and operations of the Employer as may be assigned or delegated to the Executive from time to time by or under the authority of the Board of Directors. If a Chief Operating Officer shall be appointed by the Employer during the Term (as defined below), the Executive shall relinquish the title of President to such Chief Operating Officer and the Executive shall become Chairman of the Board of Directors in addition to retaining the position as Chief Executive Officer. Furthermore, if a successor Chief Executive Officer (the "Successor CEO") should be appointed during the Term, the Executive shall be appointed by the Board of Directors as its Executive Chairman ("Executive Chairman") to serve in such capacity for a term determined by the Board of Directors.

3. Term. Subject to the provisions of Section 6, the term of employment pursuant to this Agreement (the "Term") shall be one (1) year from the Effective Date and shall be renewed automatically for periods of one (1) year commencing at the first anniversary of the Effective Date and on each subsequent anniversary thereafter, unless either the Executive or the Employer gives written notice to the other not less than sixty (60) days prior to the date of any such anniversary of such party's election not to extend the Term. Notwithstanding the foregoing, after such time as the Executive is appointed as Executive Chairman, the Term shall end upon the provision of not less than sixty
(60) days' written notice to the Executive from the Board of Directors.

4. Compensation and Benefits. The regular compensation and benefits payable to the Executive under this Agreement shall be as follows:

(a) Salary. For all services rendered by the Executive under this Agreement, the Employer shall pay the Executive a salary (the "Salary") at the annual rate of Four Hundred Fifty Thousand Dollars ($450,000), subject to increase from time to time in the discretion of the Board of Directors or the Compensation Committee of the Board of Directors (the "Compensation Committee"). The Salary shall be payable in periodic installments in accordance with the Employer's usual practice for its senior executives.

(b) Bonus. Beginning with the fiscal year ending March 31, 2002, the Executive shall be eligible to receive a bonus (the "Target Bonus") under an annual incentive program established by the Board of Directors or the Compensation Committee with such terms as may be established in the sole discretion of the Board of Directors or Compensation Committee from time to time.

(c) Regular Benefits. The Executive shall also be entitled to participate in any employee benefit plans, medical insurance plans, life insurance plans, disability income plans, retirement plans, vacation plans, expense reimbursement plans, stock option, and other benefit plans which the Employer may from time to time have in effect for all or most of its senior executives. Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Employer, applicable law and the discretion of the Board of Directors, the Compensation Committee or any administrative or other committee provided for in or contemplated by any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Employer to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time.

(d) Taxation of Payments and Benefits. The Employer shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Employer to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

(e) Indemnification. The Employer shall indemnify the Executive for acts taken in good faith in the performance of his duties under this Agreement to the extent provided in the Employer's Articles of Incorporation and subject to any directors and officers insurance policy maintained by the Employer.

(f) Golf Club. The Employer shall pay annual membership dues in a golf club of the Executive's choice.

(g) Certain Loans. In respect of a loan with a current principal balance of $110,000 from the Employer to the Executive, the Executive shall pay the first

installment of $55,000, with applicable interest, within 30 days following the end of the fiscal year of the Employer that ends in calendar year 2002 and the final installment of $55,000, with applicable interest, within 30 days following the end of the fiscal year of the Employer that ends in calendar year 2003.

5. Extent of Service. During the Executive's employment under this Agreement, the Executive shall, subject to the direction and supervision of the Board of Directors, devote the Executive's full business time, best efforts and business judgment, skill and knowledge to the advancement of the Employer's interests and to the discharge of the Executive's duties and responsibilities under this Agreement. The Executive shall not engage in any other business activity, except as may be approved by the Board of Directors; provided that nothing in this Agreement shall be construed as preventing the Executive from:

(a) investing the Executive's assets in any company or other entity in a manner not prohibited by Section 7(d) and in such form or manner as shall not require any material activities on the Executive's part in connection with the operations or affairs of the companies or other entities in which such investments are made; or

(b) engaging in religious, charitable or other community or non-profit activities that do not impair the Executive's ability to fulfill the Executive's duties and responsibilities under this Agreement.

6. Termination and Termination Benefits. Notwithstanding the provisions of
Section 3, this Section 6 shall govern the termination of the Executive's employment with the Employer under this Agreement during the Term. Upon termination of the employment of the Executive for any reason, the Company shall pay to the Executive any accrued but unpaid Salary and, if applicable, bonus and any accrued but unused vacation. Benefits under any employee benefit plans of the Employer shall be as described in such plans. Any stock options granted to the Executive by the Employer in his capacity as a Director or employee of the Employer shall be governed by the terms of each individual agreement and the plan under which each such grant was made, except that for purposes of the length of time to exercise options following the termination of employment or other performance of services for the Employer, service on the Board of Directors of the Employer shall be deemed to constitute employment or the provision of services, as required. For purposes of this Section 6, the Board of Directors may suspend the Executive from his employment and any and all capacities with the Employer while it contemplates taking action under this
Section 6. The Board of Directors' decision to suspend the Executive in such circumstances shall not constitute a violation of this Agreement.

(a) Termination by the Employer for Cause. The Executive's employment under this Agreement may be terminated for Cause without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "Cause" for such termination:

(i) the indictment of, conviction of or plea of nolo contendere by the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an

indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made);

(ii) material violation of the policies and procedures of the Employer, including the Employer's policy on sexual harassment, as in effect from time to time;

(iii) gross negligence, willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer; or

(iv) material breach by the Executive of any of the Executive's obligations under this Agreement.

(b) Termination by the Employer Without Cause. Subject to the payment of Termination Benefits pursuant to Section 6(d), the Executive's employment under this Agreement may be terminated by the Employer without Cause upon written notice to the Executive by a vote of the Board of Directors. The termination of the Executive's employment pursuant to written notice from the Employer that the Term of this Agreement shall not be extended, as provided in Section 3, shall constitute a termination by the Employer without Cause.

(c) Termination Following Appointment of a Successor CEO. Following the appointment of a successor CEO and the consequent end of the Term, at such time as the Executive is no longer Chief Executive Officer or Executive Chairman, the Executive shall be eligible to receive Termination Benefits pursuant to Section 6(d).

(d) Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer without Cause, as provided in
Section 6(b), or at such time as the Executive is no longer CEO, under the circumstances described in Section 6(c), the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):

(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a);

(ii) continuation of participation in all employee benefit plans of the Employer, subject to the limitations and restrictions of each individual plan, contract or agreement, on the same terms as in effect prior to the termination of employment (including payment by the Employer of the premium on the Executive's split-dollar life insurance policy);

(iii) payment of a portion of the Executive's COBRA continuation coverage, if elected by the Executive, equal to the Employer's share of such benefit payments as of the date of termination of employment;

(iv) a payment in lieu of the Target Bonus, such payment to be an amount that is pro-rated as though the Executive had terminated employment at the end of the quarter in which the date of termination occurs and to be determined by substituting for the annual incentive target the target for the end of the fiscal quarter in which the date of termination occurs;

(v) the use of an off-premises office and the services of his administrative assistant (who shall be an employee of the Employer), subject to the Executive's submission of and the Board of Director's approval of a budget for such office and support services; and

(vi) notwithstanding the terms of any individual stock option agreement, the Executive may exercise any option that was exercisable by its terms as of the date of termination through the date which is the earlier of one year after the date of termination or ten years after the grant date of any such option.

The Termination Benefits set forth in (i), (ii), (iii), and (v), above shall continue for twelve (12) months after the date of termination (the "Termination Benefits Period"). The Executive's Salary during the Termination Benefits Period shall be paid according to the normal payroll practices of the Employer. The payment described in (iv) above shall be paid at such time as the Target Bonus would be paid in the normal course as though the Executive was still in employment at such time. At the end of the Termination Benefits Period the Executive shall be paid, in a lump sum, an amount equal to his Salary at the end of the Term. In the event of the death of the Executive during the Termination Benefits Period, any unpaid Termination Benefits shall be paid to the estate of the Executive. The Termination Benefits shall be offset by any amounts owed to the Employer by the Executive according to a schedule determined by mutual agreement between the Executive and the Board of Directors, except that in the absence of a mutual agreement, the Board of Directors may reduce such payments according to a schedule it determines in its sole discretion. The Employer's liability for Salary continuation pursuant to Section 6(d)(i) shall be reduced by the amount of any severance pay due or otherwise paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 6(d) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost at the end of the Termination Benefits Period and to continue to participate in the Employer's self-funded health insurance plan at the Executive's own cost for a period of 18 months following the end of the Termination Benefits Period.

Notwithstanding anything to the contrary in this Agreement, the Executive shall not be entitled to any Termination Benefit under this Agreement, including any Termination Benefits payable subsequent to a Change of Control as described in Section 6(f) below,

unless the Executive first (i) enters into a valid and irrevocable separation agreement, including a release of all claims against the Employer and any affiliate of the Employer, in a form then acceptable to the Employer and substantially in the form attached hereto as Exhibit A, provided that the form of release is sufficient to effectuate the interests of the parties to this agreement, and (ii) resigns from any and all positions, including, without implication of limitation, as a director, trustee, and officer, that the Executive then holds with the Employer and any affiliate of the Employer, except that, at the request of the Board, the Executive may continue to serve as a director of the Employer or its affiliates.

(e) Death, Disability. The employment of the Executive shall terminate upon the death of the Executive. The Executive's estate shall be entitled to receive any Salary accrued but unpaid as of the date of death, any other amounts due, and a payment in lieu of the Target Bonus pro-rated for the period between the beginning of the bonus period and the date of death and determined by substituting for the annual target described in the annual incentive program the target established for the quarter in which the date of death occurs. Any such Bonus payment shall be made at such time as the Target Bonus would normally be paid. If the Executive shall be disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions under this Agreement with or without reasonable accommodation, the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive's full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer's policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of 12 months following the termination of employment. The employment of the Executive with the Employer shall terminate upon the completion of the period described above and no other payments or benefits shall be payable under the terms of this Agreement. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer to whom the Executive or the Executive's guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer's determination of such issue shall be binding on the Executive. Nothing in this Section 6(e) shall be construed to waive the Executive's rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C.ss.2601 et seq. and the Americans with Disabilities Act, 42 U.S.C.ss.12101 et seq.

(f) Termination Pursuant to a Change of Control. If there is a Change of Control, as defined in Section 6(f)(i) below, during the Term, the provisions of this

Section 6(f) shall apply and shall continue to apply throughout the remainder of the term of this Agreement. If, within one (1) year following a Change of Control, the Executive's employment is terminated by the Executive for Good Reason or if the Executive's employment is terminated without Cause (in accordance with Section 6(b) above), the Employer shall pay to the Executive (or the Executive's estate, if applicable) the payments described in Section 6(d) above, subject to the Executive's compliance with the provisions of the last paragraph of Section 6(d).

(i) Change of Control shall mean the occurrence of one or more of the following events:

(A) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Employer, any trustee or other fiduciary holding securities under an employee benefit plan of the Employer, or any corporation owned, directly or indirectly, by the stockholders of the Employer, in substantially the same proportions as their ownership of stock of the Employer), directly or indirectly, of securities of the Employer, representing fifty percent (50%) or more of the combined voting power of the Employer's then outstanding securities; or

(B) persons who, as of the Effective Date, constituted the Employer's Board of Directors (the "Incumbent Board") cease for any reason including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a two-thirds majority of the Board of Directors, provided that any person becoming a director of the Employer subsequent to the Effective Date whose election was approved by at least a majority of the directors then comprising the Incumbent Board shall, for purposes of this Section 6(f), be considered a member of the Incumbent Board; or

(C) the stockholders of the Employer approve a merger or consolidation of the Employer with any other corporation or other entity, other than (1) a merger or consolidation which would result in the voting securities of the Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Employer or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Employer (or similar transaction) in which no "person" (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Employer's then outstanding securities; or

(D) the stockholders of the Employer approve a plan of complete liquidation of the Employer or an agreement for the sale or disposition by the Employer of all or substantially all of the Employer's assets.

(ii) "Good Reason" shall be deemed to exist if one of the following occurs and the Executive complies with the requirements of
Section 6(f)(iii) below:

(A) a reduction of the Executive's salary; or

(B) a significant change in the Executive's responsibilities or duties which constitutes, when compared to the Executive's responsibilities or duties before the Change of Control, a demotion; or

(C) a material loss of title or office.

(iii) The Executive shall provide the Employer with reasonable notice and an opportunity to cure any of the events listed in Section 6(f)(ii) and shall not be entitled to compensation pursuant to this
Section 6(f) unless the Employer fails to cure within 30 days following receipt of written notice; and

(iv) It is the intention of the Executive and of the Employer that no payments by the Employer to or for the benefit of the Executive under this Agreement or any other agreement or plan, if any, pursuant to which the Executive is entitled to receive payments or benefits shall be nondeductible to the Employer by reason of the operation of Section 280G of the Code relating to parachute payments or any like statutory or regulatory provision. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G or any like statutory or regulatory provision, any such payments exceed the amount which can be deducted by the Employer, such payments shall be reduced to the maximum amount which can be deducted by the Employer. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the Executive, such excess payments shall be refunded to the Employer with interest thereon at the applicable Federal rate determined under
Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be nondeductible to the Employer by reason of the operation of said
Section 280G or any like statutory or regulatory provision. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G or any like statutory or regulatory provision, the Executive shall determine which method shall be followed, provided that if the Executive fails to make such determination within forty-five (45) days after the Employer has given notice of the need for such reduction, the Employer may determine the method of such reduction in its sole discretion.

7. Confidential Information, Noncompetition and Cooperation. The Executive understands that the restrictions set forth in this Section 7 are intended to protect the Employer's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose and, further, that the restrictions and obligations of this Section 7 shall continue and be effective without regard to any actual or alleged breach of this Agreement.

(a) Confidential Information. As used in this Agreement, "Confidential Information" means information belonging to the Employer which is of value to the Employer in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Employer. Confidential Information includes, without limitation, financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Employer. Confidential Information includes information developed by the Executive in the course of the Executive's employment by the Employer, as well as other information to which the Executive may have access in connection with the Executive's employment. Confidential Information also includes the confidential information of others with which the Employer has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Executive's duties under Section 7(b).

(b) Confidentiality. The Executive understands and agrees that the Executive's employment creates a relationship of confidence and trust between the Executive and the Employer with respect to all Confidential Information. At all times, both during the Executive's employment with the Employer and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Employer, except as may be necessary in the ordinary course of performing the Executive's duties to the Employer.

(c) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Employer or are produced by the Executive in connection with the Executive's employment will be and remain the sole property of the Employer. The Executive will return to the Employer all such materials and property as and when requested by the Employer. In any event, the Executive will return all such materials and property immediately upon termination of the Executive's employment for any reason. The Executive will not retain with the Executive any such material or property or any copies thereof after such termination.

(d) Noncompetition. During the Term and for one (1) year thereafter, the Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). For purposes of this Agreement, the

term "Competing Business" shall mean any timeshare resort, golf community or residential development within 25 miles of any timeshare resort, golf community or residential development which the Employer or any of its affiliates has had in the active process of development or has operated or is operating or proposes to operate or develop at any time during the two years prior to the termination of the employment of the Executive. Notwithstanding the foregoing, the Executive may own up to five percent (5%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business.

(e) Nonsolicitation. During the Term and for one (1) year thereafter, the Executive (i) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer); and (ii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer.

(f) Nondisparagement. During the Term and thereafter, the Executive will refrain from directly or indirectly disparaging the Employer or any of its directors or employees.

(g) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive's use or disclosure of information or the Executive's engagement in any business. The Executive represents to the Employer that the Executive's execution of this Agreement, the Executive's employment with the Employer and the performance of the Executive's proposed duties for the Employer will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive's work for the Employer, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Employer any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h) Litigation and Regulatory Cooperation. During and after the Executive's employment, the Executive shall cooperate fully with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Employer which relate to events or occurrences that transpired while the Executive was employed by the Employer. The Executive's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Employer at mutually convenient times. During and after the Executive's employment, the Executive also shall cooperate fully with the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Employer. The Employer shall

reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's performance of obligations pursuant to this Section 7(h).

(i) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Employer which might result from any breach by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, subject to Section 8 of this Agreement, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Agreement, the Employer shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Employer or posting any bond or other security therefor.

8. Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of or relating to the Executive's employment or the termination of that employment (including, without limitation, any claims of unlawful retaliation or employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association ("AAA") in Miami, Florida in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the foregoing, this Section 8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.

9. Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 8 of this Agreement, the parties hereby consent to the exclusive jurisdiction of the Circuit Court of the State of Florida and the United States District Court for the Southern District of Florida. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

10. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to any related subject matter.

11. Assignment; Successors and Assigns, etc. Neither the Employer nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Employer may assign its rights under this Agreement without the consent of the Executive in the event that the Employer shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall

inure to the benefit of and be binding upon the Employer and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

12. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

13. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

14. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Employer or, in the case of the Employer, at its main offices, attention of the Secretary, and shall be effective on the date of delivery in person or by courier or three (3) days after the date mailed.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Employer.

16. Governing Law. This contract shall be construed under and be governed in all respects by the laws of the State of Florida, without giving effect to the conflict of laws principles of such state. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Eleventh Circuit.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Employer, by its duly authorized officer, and by the Executive, as of the Effective Date.

EMPLOYER: BLUEGREEN CORPORATION

Date: December 25, 2001                 By:  /S/ RICHARD M. KELLEHER
                                          --------------------------
                                             [Title] Director

EXECUTIVE: GEORGE F. DONOVAN

Date: December 19, 2001                 /S/ GEORGE F. DONOVAN
                                        ---------------------
                                        George F. Donovan

Exhibit A

[Date]

[Employee Name and Address]

Dear _____:

This letter agreement ("Agreement") will confirm the agreement that we have reached regarding your separation from employment. The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, to release Bluegreen Corporation (the "Company") and related persons or entities from any claims and to permit you to receive fair and reasonable separation pay and related benefits.

You are entering into this Agreement voluntarily. It is customary in employment separation agreements for the departing employee to release the employer from any possible claim, even if the employer believes, as is the case here, that no such claims exist. You understand that you are giving up your right to bring any and all possible legal claims against the Company. Neither the Company nor you want your employment relationship to end with a legal dispute. By entering into this Agreement, you understand that the Company is not admitting in any way that it violated any legal obligation that it owed to you. To the contrary, the Company's willingness to enter into this Agreement demonstrates that it is continuing to deal with you fairly and in good faith.

Regardless of whether you enter into this Agreement, you will be paid all earned but unpaid wages and accrued but unused vacation as of the Termination Date (as defined below). The Company also will reimburse you for any outstanding, reasonable business travel expenses you have incurred on the Company's behalf through your Termination Date, upon receipt of appropriate receipt documentation, pursuant to the Company's business expense reimbursement policy.

With those understandings, you and the Company agree as follows:

1. Termination

Your employment with the Company terminates as of ________ (the "Termination Date"). As of the Termination Date, you also resign from all other positions, offices or directorships you may hold with the Company or any of its affiliated or related entities.

You acknowledge your ineligibility for rehire. You agree that you will not knowingly apply for or otherwise seek or accept employment or serve or seek to serve as a consultant or independent contractor at any time with the Company or any of the Company's affiliated or related entities. You acknowledge and agree that your forbearance to seek future employment as just stated is purely contractual and in no way involuntary, discriminatory or retaliatory.

2. Termination Benefits

The Company will provide you with Termination Benefits in accordance with the terms of Section 6 of the Employment Agreement, dated as of _____, by and between you and the Company (the "Employment Agreement").

Your eligibility to participate in any other employee benefit plans and programs sponsored by or made available to employees of the Company or its affiliated or related entities ceases effective on or after your Termination Date in accordance with applicable benefit plan terms and benefit practices. Your rights to benefits, if any, are governed by the terms of those benefit plans and programs.

3. Tax Treatment

The Company shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

4. Employment Agreement

You agree that you shall continue to be bound by the provisions of Sections 7, 8 and 9 of the Employment Agreement.

5. Release of Claims

In consideration for, among other terms, the Termination Benefits, to which you otherwise would not be entitled, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, and each of its and their current and former officers, directors, shareholders, employees, attorneys, accountants and agents in their official and personal capacities (collectively referred to as the "Releasees") generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown, that, as of the date that you sign this Agreement, you now have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees ("Claims"). This release includes, without limitation, all Claims for or relating to: your employment by and termination from the Company; wrongful discharge; breach of contract; retaliation or discrimination claims under federal, state or local law (including without limitation claims of age discrimination under the Age Discrimination in Employment Act); defamation or other torts; violation of public policy; wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits; and for damages of any sort, including, without limitation, compensatory damages, punitive damages and attorneys fees; provided, however, that this release shall not affect your rights under this Agreement.

You agree that you shall not seek or accept reinstatement with, damages of any nature, or equitable or legal remedies, severance, incentive or retention pay, attorney's fees, or costs from the Releasees with respect to any Claim. As a material inducement to the Company to enter into this Agreement, you hereby represent that you have not heretofore assigned to any third party

and you have not heretofore filed with any agency or court any Claim released by this Agreement.

6. Confidentiality

You agree to keep the existence and terms of this Agreement in the strictest confidence and not reveal, unless legally compelled to do so, the terms of this Agreement to any persons except your spouse, your attorney and your financial advisors, provided that they also agree to keep the information confidential. Nothing in this Section 6 shall be construed to prevent you from disclosing such matters to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide the Company with advance written notice and a reasonable opportunity to contest such subpoena or court order. Nothing contained herein shall be deemed to limit your rights under 29 U.S.C. ss. 626(f)(4).

7. Communication Concerning Your Termination

If asked about the circumstances of your separation of employment with the Company, you will state that your employment ended pursuant to mutual agreement and that you intend to pursue other interests, but you will not make any further comment about your employment separation.

8. Suspension or Termination of Payments

In the event that you fail to comply with your obligations under this Agreement or Sections 7, 8 or 9 of the Employment Agreement, in addition to any other legal remedies it may have for such breach the Company will have the right to terminate or suspend the Termination Benefits. The termination or suspension of such payments in the event of such breach by you will not affect your continuing obligations under this Agreement.

9. Legal Representation

This Agreement is a legally binding document and your signature will commit you to its terms. You acknowledge that you have been advised to discuss all aspects of this Agreement with your attorney, that you have carefully read and fully understand all of the provisions of this Agreement and that you are voluntarily entering into this Agreement.

10. Consent to Jurisdiction

You and the Company hereby consent to the exclusive jurisdiction of the Circuit Court of the State of Florida and the United States District Court for the Southern District of Florida with respect to any claim for violation of this Agreement. With respect to any such court action you (a) submit to the jurisdiction of such courts, (b) consent to service of process, and (c) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or venue.

11. Other Provisions

You acknowledge that you have been given the opportunity to consider this Agreement for twenty-one (21) days before signing it. If you sign this Agreement within less than twenty-

one (21) days of the date of its delivery to you, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire twenty-one (21) day period. For a period of seven
(7) days from the date you sign this Agreement, you have the right to revoke this Agreement by written notice to the undersigned. This Agreement shall not become effective or enforceable until the expiration of the revocation period.

This letter constitutes the entire agreement regarding your resignation from the Company, and supersedes any previous agreements or understandings between us, except for Sections 7, 8 and 9 of the Employment Agreement, which remain in full force and effect. In signing this Agreement, you are not relying upon any oral promises or representations made by anyone at or on behalf of the Company.

This Agreement will be interpreted and enforced under the laws of the State of Florida, without regard to conflict of law principles. In the event of any dispute, this Agreement will be construed as a whole, will be interpreted in accordance with its fair meaning, and will not be construed strictly for or against either you or the Company.

Please indicate your agreement to the terms of this Agreement by signing and returning to me a copy of this letter.

THIS AGREEMENT IS EXECUTED UNDER SEAL.

Very truly yours,

BLUEGREEN CORPORATION

By: ______________________________
[Name]
[Title]

You are advised to consult with an attorney before signing this Agreement. The foregoing is agreed to and accepted by:

Date: ______________________ __________________________________
[EMPLOYEE]

EXHIBIT 10.125
BLUEGREEN CORPORATION

EMPLOYMENT AGREEMENT

JOHN F. CHISTE

This AGREEMENT (the "Agreement") is made as of December 27, 2001 (the "Effective Date"), by and between Bluegreen Corporation, a Massachusetts corporation with its headquarters located in Boca Raton, Florida (the "Employer"), and John F. Chiste (the "Executive"). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:

1. Employment. The Employer agrees to employ the Executive and the Executive agrees to be employed by the Employer on the terms and conditions set forth in this Agreement.

2. Capacity. The Executive shall serve the Employer as Chief Financial Officer. The Executive shall also serve the Employer in such other or additional offices as the Executive may be requested to serve by the Board of Directors of the Employer (the "Board of Directors") or the Chief Executive Officer. In such capacity or capacities, the Executive shall perform such services and duties in connection with the business, affairs and operations of the Employer as may be assigned or delegated to the Executive from time to time by or under the authority of the Board of Directors or the Chief Executive Officer.

3. Term. Subject to the provisions of Section 6, the term of employment pursuant to this Agreement (the "Term") shall be one (1) year from the Effective Date and shall be renewed automatically for periods of one (1) year commencing at the first anniversary of the Effective Date and on each subsequent anniversary thereafter, unless either the Executive or the Employer gives written notice to the other not less than sixty (60) days prior to the date of any such anniversary of such party's election not to extend the Term.

4. Compensation and Benefits. The regular compensation and benefits payable to the Executive under this Agreement shall be as follows:

(a) Salary. For all services rendered by the Executive under this Agreement, the Employer shall pay the Executive a salary (the "Salary") at the annual rate of Two Hundred Fifty-Five Thousand Dollars ($255,000), subject to increase from time to time in the discretion of the Board of Directors or the Compensation Committee of the Board of Directors (the "Compensation Committee"). The Salary shall be payable in periodic installments in accordance with the Employer's usual practice for its senior executives.

(b) Bonus. Beginning with the fiscal year ending March 31, 2002, the Executive shall be eligible to receive a bonus (the "Target Bonus") under an annual incentive program established by the Board of Directors or the Compensation Committee with such terms as may be established in the sole discretion of the Board of Directors or Compensation Committee from time to time.

(c) Regular Benefits. The Executive shall also be entitled to participate in any employee benefit plans, medical insurance plans, life insurance plans, disability income plans, retirement plans, vacation plans, expense reimbursement plans, stock option, and other benefit plans which the Employer may from time to time have in effect for all or most of its senior executives. Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Employer, applicable law and the discretion of the Board of Directors, the Compensation Committee or any administrative or other committee provided for in or contemplated by any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Employer to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time. Notwithstanding the foregoing, throughout the term the Employer shall maintain the split-dollar life insurance policy on the Executive as currently in effect.

(d) Taxation of Payments and Benefits. The Employer shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Employer to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

(e) Indemnification. The Employer shall indemnify the Executive for acts taken in good faith in the performance of his duties under this Agreement to the extent provided in the Employer's articles of Incorporation and subject to any directors and officers insurance policy maintained by the Employer.

(f) Golf Club. The Employer shall pay annual membership dues in a golf club of the Executive's choice.

5. Extent of Service. During the Executive's employment under this Agreement, the Executive shall, subject to the direction and supervision of the Board of Directors or the Chief Executive Officer, devote the Executive's full business time, best efforts and business judgment, skill and knowledge to the advancement of the Employer's interests and to the discharge of the Executive's duties and responsibilities under this Agreement. The Executive shall not engage in any other business activity, except as may be approved by the Board of Directors; provided that nothing in this Agreement shall be construed as preventing the Executive from:

(a) investing the Executive's assets in any company or other entity in a manner not prohibited by Section 7(d) and in such form or manner as shall not require any material activities on the Executive's part in connection with the operations or affairs of the companies or other entities in which such investments are made; or

(b) engaging in religious, charitable or other community or non-profit activities that do not impair the Executive's ability to fulfill the Executive's duties and responsibilities under this Agreement.

6. Termination and Termination Benefits. Notwithstanding the provisions of
Section 3, this Section 6 shall govern the termination of the Executive's employment with the Employer under this Agreement during the Term. Upon termination of the employment of the Executive for any reason, the Company shall pay to the Executive any accrued but unpaid Salary and, if applicable, bonus and any accrued but unused vacation. For purposes of this Section 6, the Board of Directors may suspend the Executive from his employment and any and all capacities with the Employer while it contemplates taking action under this
Section 6. The Board of Directors' decision to suspend the Executive in such circumstances shall not constitute a violation of this Agreement.

(a) Termination by the Employer for Cause. The Executive's employment under this Agreement may be terminated for Cause without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "Cause" for such termination:

(i) the indictment of, conviction of or plea of nolo contendere by the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made);

(ii) material violation of the policies and procedures of the Employer, including the Employer's policy on sexual harassment, as in effect from time to time;

(iii) gross negligence, willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer; or

(iv) material breach by the Executive of any of the Executive's obligations under this Agreement.

(b) Termination by the Employer Without Cause. Subject to the payment of Termination Benefits pursuant to Section 6(c), the Executive's employment under this Agreement may be terminated by the Employer without Cause upon written notice to the Executive by a vote of the Board of Directors. The termination of the Executive's employment pursuant to written notice from the Employer that the Term of this Agreement shall not be extended, as provided in Section 3, shall constitute a termination by the Employer without Cause.

(c) Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer without Cause,

as provided in Section 6(b) above, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):

(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a);

(ii) continuation of participation in all employee benefit plans of the Employer, subject to the limitations and restrictions of each individual plan, contract or agreement, on the same terms as in effect prior to the termination of employment;

(iii) payment of a portion of the Executive's COBRA continuation coverage, if elected by the Executive, equal to the Employer's share of such benefit payments as of the date of termination of employment;

(iv) a payment equal to the average of the Target Bonus actually paid as to the most recently completed annual incentive period and the Target Bonus that would have been paid as to the annual incentive period in which the termination of employment takes place; and

(v) notwithstanding the terms of any individual stock option agreement, the Executive may exercise any option that was exercisable by its terms as of the date of termination through the date which is the earlier of one year after the date of termination or ten years after the grant date of any such option.

The Termination Benefits set forth in (i), (ii), and (iii) above shall continue for fifteen (15) months after the date of termination (the "Termination Benefits Period"). The Executive's Salary during the Termination Benefits Period shall be paid according to the normal payroll practices of the Employer. The payment described in (iv) above shall be paid at such time as the Target Bonus would be paid in the normal course as though the Executive was still in employment at such time. In the event of the death of the Executive during the Termination Benefits Period, any unpaid Termination Benefits shall be paid to the estate of the Executive. The Termination Benefits shall be offset by any amounts owed to the Employer by the Executive according to a schedule determined by mutual agreement between the Executive and the Board of Directors, except that in the absence of a mutual agreement, the Board of Directors may reduce such payments according to a schedule it determines in its sole discretion. The Employer's liability for Salary continuation pursuant to Section 6(c)(i) shall be reduced by the amount of any severance pay due or otherwise paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 6(c) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost at the end of the Termination Benefits Period.

Notwithstanding anything to the contrary in this Agreement, the Executive shall not be entitled to any Termination Benefit under this Agreement, including any Termination

Benefits payable subsequent to a Change of Control as described in Section 6(e) below, unless the Executive first (i) enters into a valid and irrevocable separation agreement, including a release of all claims against the Employer and any affiliate of the Employer, in a form then acceptable to the Employer and substantially in the form attached hereto as Exhibit A, provided that the form of release is sufficient to effectuate the interests of the parties to this agreement, and (ii) resigns from any and all positions, including, without implication of limitation, as a director, trustee, and officer, that the Executive then holds with the Employer and any affiliate of the Employer.

(d) Death, Disability. The employment of the Executive shall terminate upon the death of the Executive. The Executive's estate shall be entitled to receive any Salary accrued but unpaid as of the date of death, any other amounts due, and a payment in lieu of the Target Bonus pro-rated for the period between the beginning of the bonus period and the date of death and determined by substituting for the annual target described in the annual incentive program the target established for the quarter in which the date of death occurs. Any such Bonus payment shall be made at such time as the Target Bonus would normally be paid. If the Executive shall be disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions under this Agreement with or without reasonable accommodation, the Chief Executive Officer or the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive's full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer's policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of twelve (12) months following the termination of employment. The employment of the Executive with the Employer shall terminate upon the completion of the period described above and no other payments or benefits shall be payable under the terms of this Agreement. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer to whom the Executive or the Executive's guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer's determination of such issue shall be binding on the Executive. Nothing in this Section 6(d) shall be construed to waive the Executive's rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. ss.2601 et seq. and the Americans with Disabilities Act, 42 U.S.C.ss.12101 et seq.

(e) Termination Pursuant to a Change of Control. If there is a Change of Control, as defined in Section 6(e)(i) below, during the Term, the provisions of this

Section 6(e) shall apply and shall continue to apply throughout the remainder of the term of this Agreement. If, within one (1) year following a Change of Control, the Executive's employment is terminated by the Executive for Good Reason or if the Executive's employment is terminated without cause (in accordance with Section 6(b) above), the Employer shall pay to the Executive (or the Executive's estate, if applicable) the payments described in Section 6(c) above in a single lump sum payment, subject to the Executive's compliance with the provisions of the last paragraph of Section 6(c).

(i) Change of Control shall mean the occurrence of one or more of the following events:

(A) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Employer, any trustee or other fiduciary holding securities under an employee benefit plan of the Employer, or any corporation owned, directly or indirectly, by the stockholders of the Employer, in substantially the same proportions as their ownership of stock of the Employer), directly or indirectly, of securities of the Employer, representing fifty percent (50%) or more of the combined voting power of the Employer's then outstanding securities; or

(B) persons who, as of the Effective Date, constituted the Employer's Board of Directors (the "Incumbent Board") cease for any reason including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a two-thirds majority of the Board of Directors, provided that any person becoming a director of the Employer subsequent to the Effective Date whose election was approved by at least a majority of the directors then comprising the Incumbent Board shall, for purposes of this Section 6(e), be considered a member of the Incumbent Board; or

(C) the stockholders of the Employer approve a merger or consolidation of the Employer with any other corporation or other entity, other than (1) a merger or consolidation which would result in the voting securities of the Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Employer or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Employer (or similar transaction) in which no "person" (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Employer's then outstanding securities; or

(D) the stockholders of the Employer approve a plan of complete liquidation of the Employer or an agreement for the sale or disposition by the Employer of all or substantially all of the Employer's assets.

(ii) "Good Reason" shall be deemed to exist if one of the following occurs and the Executive complies with the requirements of
Section 6(e)(iii) below:

(A) a reduction of the Executive's salary; or

(B) a significant change in the Executive's responsibilities or duties which constitutes, when compared to the Executive's responsibilities or duties before the Change of Control, a demotion; or

(C) a material loss of title or office.

(iii) The Executive shall provide the Employer with reasonable notice and an opportunity to cure any of the events listed in Section 6(e)(ii) and shall not be entitled to compensation pursuant to this
Section 6(e) unless the Employer fails to cure within 30 days following receipt of written notice; and

(iv) It is the intention of the Executive and of the Employer that no payments by the Employer to or for the benefit of the Executive under this Agreement or any other agreement or plan, if any, pursuant to which the Executive is entitled to receive payments or benefits shall be nondeductible to the Employer by reason of the operation of Section 280G of the Code relating to parachute payments or any like statutory or regulatory provision. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G or any like statutory or regulatory provision, any such payments exceed the amount which can be deducted by the Employer, such payments shall be reduced to the maximum amount which can be deducted by the Employer. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the Executive, such excess payments shall be refunded to the Employer with interest thereon at the applicable Federal rate determined under
Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be nondeductible to the Employer by reason of the operation of said
Section 280G or any like statutory or regulatory provision. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G or any like statutory or regulatory provision, the Executive shall determine which method shall be followed, provided that if the Executive fails to make such determination within forty-five (45) days after the Employer has given notice of the need for such reduction, the Employer may determine the method of such reduction in its sole discretion.

7. Confidential Information, Noncompetition and Cooperation. The Executive understands that the restrictions set forth in this Section 7 are intended to protect the Employer's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose and, further, that the restrictions and obligations of this Section 7 shall continue and be effective without regard to any actual or alleged breach of this Agreement.

(a) Confidential Information. As used in this Agreement, "Confidential Information" means information belonging to the Employer which is of value to the Employer in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Employer. Confidential Information includes, without limitation, financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Employer. Confidential Information includes information developed by the Executive in the course of the Executive's employment by the Employer, as well as other information to which the Executive may have access in connection with the Executive's employment. Confidential Information also includes the confidential information of others with which the Employer has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Executive's duties under Section 7(b).

(b) Confidentiality. The Executive understands and agrees that the Executive's employment creates a relationship of confidence and trust between the Executive and the Employer with respect to all Confidential Information. At all times, both during the Executive's employment with the Employer and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Employer, except as may be necessary in the ordinary course of performing the Executive's duties to the Employer.

(c) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Employer or are produced by the Executive in connection with the Executive's employment will be and remain the sole property of the Employer. The Executive will return to the Employer all such materials and property as and when requested by the Employer. In any event, the Executive will return all such materials and property immediately upon termination of the Executive's employment for any reason. The Executive will not retain with the Executive any such material or property or any copies thereof after such termination.

(d) Noncompetition. During the Term and for fifteen (15) months thereafter, the Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). For purposes of this

Agreement, the term "Competing Business" shall mean any timeshare resort, golf community or residential development within 25 miles of any timeshare resort, golf community or residential development which the Employer or any of its affiliates has had in the active process of development or has operated or is operating or proposes to operate or develop at any time during the two years prior to the termination of the employment of the Executive. Notwithstanding the foregoing, the Executive may own up to five percent (5%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business.

(e) Nonsolicitation. During the Term and for fifteen (15) months thereafter, the Executive (i) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer); and (ii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer.

(f) Nondisparagement. During the Term and thereafter, the Executive will refrain from directly or indirectly disparaging the Employer or any of its directors or employees.

(g) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive's use or disclosure of information or the Executive's engagement in any business. The Executive represents to the Employer that the Executive's execution of this Agreement, the Executive's employment with the Employer and the performance of the Executive's proposed duties for the Employer will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive's work for the Employer, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Employer any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h) Litigation and Regulatory Cooperation. During and after the Executive's employment, the Executive shall cooperate fully with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Employer which relate to events or occurrences that transpired while the Executive was employed by the Employer. The Executive's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Employer at mutually convenient times. During and after the Executive's employment, the Executive also shall cooperate fully with the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Employer. The Employer shall

reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's performance of obligations pursuant to this Section 7(h).

(i) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Employer which might result from any breach by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, subject to Section 8 of this Agreement, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Agreement, the Employer shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Employer.

8. Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of or relating to the Executive's employment or the termination of that employment (including, without limitation, any claims of unlawful retaliation or employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association ("AAA") in Miami, Florida in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the foregoing, this Section 8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.

9. Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 8 of this Agreement, the parties hereby consent to the exclusive jurisdiction of the Circuit Court of the State of Florida and the United States District Court for the Southern District of Florida. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

10. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to any related subject matter.

11. Assignment; Successors and Assigns, etc. Neither the Employer nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Employer may assign its rights under this Agreement without the consent of the Executive in the event that the Employer shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall

inure to the benefit of and be binding upon the Employer and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

12. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

13. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

14. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Employer or, in the case of the Employer, at its main offices, attention of the Chief Executive Officer, and shall be effective on the date of delivery in person or by courier or three (3) days after the date mailed.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Employer.

16. Governing Law. This contract shall be construed under and be governed in all respects by the laws of the State of Florida, without giving effect to the conflict of laws principles of such state. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Eleventh Circuit.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Employer, by its duly authorized officer, and by the Executive, as of the Effective Date.

EMPLOYER: BLUEGREEN CORPORATION

Date: January 18, 2002                  By:  /S/ GEORGE F. DONOVAN
                                          ------------------------
                                           George F. Donovan
                                           President and Chief Executive Officer

EXECUTIVE: JOHN F. CHISTE

Date: December 27, 2001                 /S/ JOHN F. CHISTE
                                        ------------------
                                        John F. Chiste

Exhibit A

[Date]

[Employee Name and Address]

Dear _____:

This letter agreement ("Agreement") will confirm the agreement that we have reached regarding your separation from employment. The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, to release Bluegreen Corporation (the "Company") and related persons or entities from any claims and to permit you to receive fair and reasonable separation pay and related benefits.

You are entering into this Agreement voluntarily. It is customary in employment separation agreements for the departing employee to release the employer from any possible claim, even if the employer believes, as is the case here, that no such claims exist. You understand that you are giving up your right to bring any and all possible legal claims against the Company. Neither the Company nor you want your employment relationship to end with a legal dispute. By entering into this Agreement, you understand that the Company is not admitting in any way that it violated any legal obligation that it owed to you. To the contrary, the Company's willingness to enter into this Agreement demonstrates that it is continuing to deal with you fairly and in good faith.

Regardless of whether you enter into this Agreement, you will be paid all earned but unpaid wages and accrued but unused vacation as of the Termination Date (as defined below). The Company also will reimburse you for any outstanding, reasonable business travel expenses you have incurred on the Company's behalf through your Termination Date, upon receipt of appropriate receipt documentation, pursuant to the Company's business expense reimbursement policy.

With those understandings, you and the Company agree as follows:

1. Termination

Your employment with the Company terminates as of ________ (the "Termination Date"). As of the Termination Date, you also resign from all other positions, offices or directorships you may hold with the Company or any of its affiliated or related entities.

You acknowledge your ineligibility for rehire. You agree that you will not knowingly apply for or otherwise seek or accept employment or serve or seek to serve as a consultant or independent contractor at any time with the Company or any of the Company's affiliated or related entities. You acknowledge and agree that your forbearance to seek future employment as just stated is purely contractual and in no way involuntary, discriminatory or retaliatory.

2. Termination Benefits

The Company will provide you with Termination Benefits in accordance with the terms of Section 6 of the Employment Agreement, dated as of _____, by and between you and the Company (the "Employment Agreement").

Your eligibility to participate in any other employee benefit plans and programs sponsored by or made available to employees of the Company or its affiliated or related entities ceases effective on or after your Termination Date in accordance with applicable benefit plan terms and benefit practices. Your rights to benefits, if any, are governed by the terms of those benefit plans and programs.

3. Tax Treatment

The Company shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

4. Employment Agreement

You agree that you shall continue to be bound by the provisions of Sections 7, 8 and 9 of the Employment Agreement.

5. Release of Claims

In consideration for, among other terms, the Termination Benefits, to which you otherwise would not be entitled, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, and each of its and their current and former officers, directors, shareholders, employees, attorneys, accountants and agents in their official and personal capacities (collectively referred to as the "Releasees") generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown, that, as of the date that you sign this Agreement, you now have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees ("Claims"). This release includes, without limitation, all Claims for or relating to: your employment by and termination from the Company; wrongful discharge; breach of contract; retaliation or discrimination claims under federal, state or local law (including without limitation claims of age discrimination under the Age Discrimination in Employment Act); defamation or other torts; violation of public policy; wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits; and for damages of any sort, including, without limitation, compensatory damages, punitive damages and attorneys fees; provided, however, that this release shall not affect your rights under this Agreement.

You agree that you shall not seek or accept reinstatement with, damages of any nature, or equitable or legal remedies, severance, incentive or retention pay, attorney's fees, or costs from the Releasees with respect to any Claim. As a material inducement to the Company to enter into this Agreement, you hereby represent that you have not heretofore assigned to any third party and you have not heretofore filed with any agency or court any Claim released by this Agreement.

6. Confidentiality

You agree to keep the existence and terms of this Agreement in the strictest confidence and not reveal, unless legally compelled to do so, the terms of this Agreement to any persons except your spouse, your attorney and your financial advisors, provided that they also agree to keep the information confidential. Nothing in this Section 6 shall be construed to prevent you from disclosing such matters to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide the Company with advance written notice and a reasonable opportunity to contest such subpoena or court order. Nothing contained herein shall be deemed to limit your rights under 29 U.S.C. ss. 626(f)(4).

7. Communication Concerning Your Termination

If asked about the circumstances of your separation of employment with the Company, you will state that your employment ended pursuant to mutual agreement and that you intend to pursue other interests, but you will not make any further comment about your employment separation.

8. Suspension or Termination of Payments

In the event that you fail to comply with your obligations under this Agreement or Sections 7, 8 or 9 of the Employment Agreement, in addition to any other legal remedies it may have for such breach the Company will have the right to terminate or suspend the Termination Benefits. The termination or suspension of such payments in the event of such breach by you will not affect your continuing obligations under this Agreement.

9. Legal Representation

This Agreement is a legally binding document and your signature will commit you to its terms. You acknowledge that you have been advised to discuss all aspects of this Agreement with your attorney, that you have carefully read and fully understand all of the provisions of this Agreement and that you are voluntarily entering into this Agreement.

10. Consent to Jurisdiction

You and the Company hereby consent to the exclusive jurisdiction of the Circuit Court of the State of Florida and the United States District Court for the Southern District of Florida with respect to any claim for violation of this Agreement. With respect to any such court action you (a) submit to the jurisdiction of such courts, (b) consent to service of process, and (c) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or venue.

11. Other Provisions

You acknowledge that you have been given the opportunity to consider this Agreement for twenty-one (21) days before signing it. If you sign this Agreement within less than twenty-one (21) days of the date of its delivery to you, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire twenty-one (21) day period. For a period of seven (7) days from the date you sign this Agreement, you have the right to revoke this Agreement by written notice to the undersigned. This Agreement shall not become effective or enforceable until the expiration of the revocation period.

This letter constitutes the entire agreement regarding your resignation from the Company, and supersedes any previous agreements or understandings between us, except for Sections 7, 8 and 9 of the Employment Agreement, which remain in full force and effect. In signing this Agreement, you are not relying upon any oral promises or representations made by anyone at or on behalf of the Company.

This Agreement will be interpreted and enforced under the laws of the State of Florida, without regard to conflict of law principles. In the event of any dispute, this Agreement will be construed as a whole, will be interpreted in accordance with its fair meaning, and will not be construed strictly for or against either you or the Company.

Please indicate your agreement to the terms of this Agreement by signing and returning to me a copy of this letter.

THIS AGREEMENT IS EXECUTED UNDER SEAL.

Very truly yours,

BLUEGREEN CORPORATION

By: ______________________________
[Name]
[Title]

You are advised to consult with an attorney before signing this Agreement. The foregoing is agreed to and accepted by:

Date: ______________________ __________________________________
[EMPLOYEE]

EXHIBIT 10.126

BLUEGREEN CORPORATION

EMPLOYMENT AGREEMENT

DANIEL C. KOSCHER

This AGREEMENT (the "Agreement") is made as of May 22, 2002 (the "Effective Date"), by and between Bluegreen Corporation, a Massachusetts corporation with its headquarters located in Boca Raton, Florida (the "Employer"), and Daniel C. Koscher (the "Executive"). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:

1. Employment. The Employer agrees to employ the Executive and the Executive agrees to be employed by the Employer on the terms and conditions set forth in this Agreement.

2. Capacity. The Executive shall serve the Employer as President, Bluegreen Land and Golf Division. The Executive shall also serve the Employer in such other or additional offices as the Executive may be requested to serve by the Board of Directors of the Employer (the "Board of Directors") or the Chief Executive Officer. In such capacity or capacities, the Executive shall perform such services and duties in connection with the business, affairs and operations of the Employer as may be assigned or delegated to the Executive from time to time by or under the authority of the Board of Directors or the Chief Executive Officer.

3. Term. Subject to the provisions of Section 6, the term of employment pursuant to this Agreement (the "Term") shall be one (1) year from the Effective Date and shall be renewed automatically for periods of one (1) year commencing at the first anniversary of the Effective Date and on each subsequent anniversary thereafter, unless either the Executive or the Employer gives written notice to the other not less than sixty (60) days prior to the date of any such anniversary of such party's election not to extend the Term.

4. Compensation and Benefits. The regular compensation and benefits payable to the Executive under this Agreement shall be as follows:

(a) Salary. For all services rendered by the Executive under this Agreement, the Employer shall pay the Executive a salary (the "Salary") at the annual rate of Two Hundred Seventy-Five Thousand Dollars ($275,000), subject to increase from time to time in the discretion of the Board of Directors or the Compensation Committee of the Board of Directors (the "Compensation Committee"). The Salary shall be payable in periodic installments in accordance with the Employer's usual practice for its senior executives.

(b) Bonus. Beginning with the fiscal year ending March 31, 2002, the Executive shall be eligible to receive a bonus (the "Target Bonus") under an annual incentive program established by the Board of Directors or the Compensation Committee with such terms as may be established in the sole discretion of the Board of Directors or Compensation Committee from time to time.

(c) Regular Benefits. The Executive shall also be entitled to participate in any employee benefit plans, medical insurance plans, life insurance plans, disability income plans, retirement plans, vacation plans, expense reimbursement plans, stock option, and other benefit plans which the Employer may from time to time have in effect for all or most of its senior executives. Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Employer, applicable law and the discretion of the Board of Directors, the Compensation Committee or any administrative or other committee provided for in or contemplated by any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Employer to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time. Notwithstanding the foregoing, throughout the term the Employer shall maintain the split-dollar life insurance policy on the Executive as currently in effect.

(d) Taxation of Payments and Benefits. The Employer shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Employer to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

(e) Indemnification. The Employer shall indemnify the Executive for acts taken in good faith in the performance of his duties under this Agreement to the extent provided in the Employer's articles of Incorporation and subject to any directors and officers insurance policy maintained by the Employer.

(f) Golf Club. The Employer shall pay annual membership dues in a golf club of the Executive's choice.

5. Extent of Service. During the Executive's employment under this Agreement, the Executive shall, subject to the direction and supervision of the Board of Directors or the Chief Executive Officer, devote the Executive's full business time, best efforts and business judgment, skill and knowledge to the advancement of the Employer's interests and to the discharge of the Executive's duties and responsibilities under this Agreement. The Executive shall not engage in any other business activity, except as may be approved by the Board of Directors; provided that nothing in this Agreement shall be construed as preventing the Executive from:

(a) investing the Executive's assets in any company or other entity in a manner not prohibited by Section 7(d) and in such form or manner as shall not require any material activities on the Executive's part in connection with the operations or affairs of the companies or other entities in which such investments are made; or

(b) engaging in religious, charitable or other community or non-profit activities that do not impair the Executive's ability to fulfill the Executive's duties and responsibilities under this Agreement.

6. Termination and Termination Benefits. Notwithstanding the provisions of
Section 3, this Section 6 shall govern the termination of the Executive's employment with the Employer under this Agreement during the Term. Upon termination of the employment of the Executive for any reason, the Company shall pay to the Executive any accrued but unpaid Salary and, if applicable, bonus and any accrued but unused vacation. For purposes of this Section 6, the Board of Directors may suspend the Executive from his employment and any and all capacities with the Employer while it contemplates taking action under this
Section 6. The Board of Directors' decision to suspend the Executive in such circumstances shall not constitute a violation of this Agreement.

(a) Termination by the Employer for Cause. The Executive's employment under this Agreement may be terminated for Cause without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "Cause" for such termination:

(i) the indictment of, conviction of or plea of nolo contendere by the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made);

(ii) material violation of the policies and procedures of the Employer, including the Employer's policy on sexual harassment, as in effect from time to time;

(iii) gross negligence, willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer; or

(iv) material breach by the Executive of any of the Executive's obligations under this Agreement.

(b) Termination by the Employer Without Cause. Subject to the payment of Termination Benefits pursuant to Section 6(c), the Executive's employment under this Agreement may be terminated by the Employer without Cause upon written notice to the Executive by a vote of the Board of Directors. The termination of the Executive's employment pursuant to written notice from the Employer that the Term of this Agreement shall not be extended, as provided in Section 3, shall constitute a termination by the Employer without Cause.

(c) Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer without Cause,

as provided in Section 6(b) above, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):

(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a);

(ii) continuation of participation in all employee benefit plans of the Employer, subject to the limitations and restrictions of each individual plan, contract or agreement, on the same terms as in effect prior to the termination of employment;

(iii) payment of a portion of the Executive's COBRA continuation coverage, if elected by the Executive, equal to the Employer's share of such benefit payments as of the date of termination of employment;

(iv) a payment equal to the average of the Target Bonus actually paid as to the most recently completed annual incentive period and the Target Bonus that would have been paid as to the annual incentive period in which the termination of employment takes place; and

(v) notwithstanding the terms of any individual stock option agreement, the Executive may exercise any option that was exercisable by its terms as of the date of termination through the date which is the earlier of one year after the date of termination or ten years after the grant date of any such option.

The Termination Benefits set forth in (i), (ii), and (iii) above shall continue for fifteen (15) months after the date of termination (the "Termination Benefits Period"). The Executive's Salary during the Termination Benefits Period shall be paid according to the normal payroll practices of the Employer. The payment described in (iv) above shall be paid at such time as the Target Bonus would be paid in the normal course as though the Executive was still in employment at such time. In the event of the death of the Executive during the Termination Benefits Period, any unpaid Termination Benefits shall be paid to the estate of the Executive. The Termination Benefits shall be offset by any amounts owed to the Employer by the Executive according to a schedule determined by mutual agreement between the Executive and the Board of Directors, except that in the absence of a mutual agreement, the Board of Directors may reduce such payments according to a schedule it determines in its sole discretion. The Employer's liability for Salary continuation pursuant to Section 6(c)(i) shall be reduced by the amount of any severance pay due or otherwise paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 6(c) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost at the end of the Termination Benefits Period.

Notwithstanding anything to the contrary in this Agreement, the Executive shall not be entitled to any Termination Benefit under this Agreement, including any Termination

Benefits payable subsequent to a Change of Control as described in Section 6(e) below, unless the Executive first (i) enters into a valid and irrevocable separation agreement, including a release of all claims against the Employer and any affiliate of the Employer, in a form then acceptable to the Employer and substantially in the form attached hereto as Exhibit A, provided that the form of release is sufficient to effectuate the interests of the parties to this agreement, and (ii) resigns from any and all positions, including, without implication of limitation, as a director, trustee, and officer, that the Executive then holds with the Employer and any affiliate of the Employer.

(d) Death, Disability. The employment of the Executive shall terminate upon the death of the Executive. The Executive's estate shall be entitled to receive any Salary accrued but unpaid as of the date of death, any other amounts due, and a payment in lieu of the Target Bonus pro-rated for the period between the beginning of the bonus period and the date of death and determined by substituting for the annual target described in the annual incentive program the target established for the quarter in which the date of death occurs. Any such Bonus payment shall be made at such time as the Target Bonus would normally be paid. If the Executive shall be disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions under this Agreement with or without reasonable accommodation, the Chief Executive Officer or the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive's full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer's policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of twelve (12) months following the termination of employment. The employment of the Executive with the Employer shall terminate upon the completion of the period described above and no other payments or benefits shall be payable under the terms of this Agreement. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer to whom the Executive or the Executive's guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer's determination of such issue shall be binding on the Executive. Nothing in this Section 6(d) shall be construed to waive the Executive's rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. ss.2601 et seq. and the Americans with Disabilities Act, 42 U.S.C.ss.12101 et seq.

(e) Termination Pursuant to a Change of Control. If there is a Change of Control, as defined in Section 6(e)(i) below, during the Term, the provisions of this

Section 6(e) shall apply and shall continue to apply throughout the remainder of the term of this Agreement. If, within one (1) year following a Change of Control, the Executive's employment is terminated by the Executive for Good Reason or if the Executive's employment is terminated without cause (in accordance with Section 6(b) above), the Employer shall pay to the Executive (or the Executive's estate, if applicable) the payments described in Section 6(c) above in a single lump sum payment, subject to the Executive's compliance with the provisions of the last paragraph of Section 6(c).

(i) Change of Control shall mean the occurrence of one or more of the following events:

(A) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Employer, any trustee or other fiduciary holding securities under an employee benefit plan of the Employer, or any corporation owned, directly or indirectly, by the stockholders of the Employer, in substantially the same proportions as their ownership of stock of the Employer), directly or indirectly, of securities of the Employer, representing fifty percent (50%) or more of the combined voting power of the Employer's then outstanding securities; or

(B) persons who, as of the Effective Date, constituted the Employer's Board of Directors (the "Incumbent Board") cease for any reason including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a two-thirds majority of the Board of Directors, provided that any person becoming a director of the Employer subsequent to the Effective Date whose election was approved by at least a majority of the directors then comprising the Incumbent Board shall, for purposes of this Section 6(e), be considered a member of the Incumbent Board; or

(C) the stockholders of the Employer approve a merger or consolidation of the Employer with any other corporation or other entity, other than (1) a merger or consolidation which would result in the voting securities of the Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Employer or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Employer (or similar transaction) in which no "person" (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Employer's then outstanding securities; or

(D) the stockholders of the Employer approve a plan of complete liquidation of the Employer or an agreement for the sale or disposition by the Employer of all or substantially all of the Employer's assets.

(ii) "Good Reason" shall be deemed to exist if one of the following occurs and the Executive complies with the requirements of
Section 6(e)(iii) below:

(A) a reduction of the Executive's salary; or

(B) a significant change in the Executive's responsibilities or duties which constitutes, when compared to the Executive's responsibilities or duties before the Change of Control, a demotion; or

(C) a material loss of title or office.

(iii) The Executive shall provide the Employer with reasonable notice and an opportunity to cure any of the events listed in Section 6(e)(ii) and shall not be entitled to compensation pursuant to this
Section 6(e) unless the Employer fails to cure within 30 days following receipt of written notice; and

(iv) It is the intention of the Executive and of the Employer that no payments by the Employer to or for the benefit of the Executive under this Agreement or any other agreement or plan, if any, pursuant to which the Executive is entitled to receive payments or benefits shall be nondeductible to the Employer by reason of the operation of Section 280G of the Code relating to parachute payments or any like statutory or regulatory provision. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G or any like statutory or regulatory provision, any such payments exceed the amount which can be deducted by the Employer, such payments shall be reduced to the maximum amount which can be deducted by the Employer. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the Executive, such excess payments shall be refunded to the Employer with interest thereon at the applicable Federal rate determined under
Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be nondeductible to the Employer by reason of the operation of said
Section 280G or any like statutory or regulatory provision. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G or any like statutory or regulatory provision, the Executive shall determine which method shall be followed, provided that if the Executive fails to make such determination within forty-five (45) days after the Employer has given notice of the need for such reduction, the Employer may determine the method of such reduction in its sole discretion.

7. Confidential Information, Noncompetition and Cooperation. The Executive understands that the restrictions set forth in this Section 7 are intended to protect the Employer's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose and, further, that the restrictions and obligations of this Section 7 shall continue and be effective without regard to any actual or alleged breach of this Agreement.

(a) Confidential Information. As used in this Agreement, "Confidential Information" means information belonging to the Employer which is of value to the Employer in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Employer. Confidential Information includes, without limitation, financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Employer. Confidential Information includes information developed by the Executive in the course of the Executive's employment by the Employer, as well as other information to which the Executive may have access in connection with the Executive's employment. Confidential Information also includes the confidential information of others with which the Employer has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Executive's duties under Section 7(b).

(b) Confidentiality. The Executive understands and agrees that the Executive's employment creates a relationship of confidence and trust between the Executive and the Employer with respect to all Confidential Information. At all times, both during the Executive's employment with the Employer and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Employer, except as may be necessary in the ordinary course of performing the Executive's duties to the Employer.

(c) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Employer or are produced by the Executive in connection with the Executive's employment will be and remain the sole property of the Employer. The Executive will return to the Employer all such materials and property as and when requested by the Employer. In any event, the Executive will return all such materials and property immediately upon termination of the Executive's employment for any reason. The Executive will not retain with the Executive any such material or property or any copies thereof after such termination.

(d) Noncompetition. During the Term and for fifteen (15) months thereafter, the Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). For purposes of this

Agreement, the term "Competing Business" shall mean any timeshare resort, golf community or residential development within 25 miles of any timeshare resort, golf community or residential development which the Employer or any of its affiliates has had in the active process of development or has operated or is operating or proposes to operate or develop at any time during the two years prior to the termination of the employment of the Executive. Notwithstanding the foregoing, the Executive may own up to five percent (5%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business.

(e) Nonsolicitation. During the Term and for fifteen (15) months thereafter, the Executive (i) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer); and (ii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer.

(f) Nondisparagement. During the Term and thereafter, the Executive will refrain from directly or indirectly disparaging the Employer or any of its directors or employees.

(g) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive's use or disclosure of information or the Executive's engagement in any business. The Executive represents to the Employer that the Executive's execution of this Agreement, the Executive's employment with the Employer and the performance of the Executive's proposed duties for the Employer will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive's work for the Employer, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Employer any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h) Litigation and Regulatory Cooperation. During and after the Executive's employment, the Executive shall cooperate fully with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Employer which relate to events or occurrences that transpired while the Executive was employed by the Employer. The Executive's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Employer at mutually convenient times. During and after the Executive's employment, the Executive also shall cooperate fully with the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Employer. The Employer shall

reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's performance of obligations pursuant to this Section 7(h).

(i) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Employer which might result from any breach by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, subject to Section 8 of this Agreement, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Agreement, the Employer shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Employer.

8. Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of or relating to the Executive's employment or the termination of that employment (including, without limitation, any claims of unlawful retaliation or employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association ("AAA") in Miami, Florida in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the foregoing, this Section 8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.

9. Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 8 of this Agreement, the parties hereby consent to the exclusive jurisdiction of the Circuit Court of the State of Florida and the United States District Court for the Southern District of Florida. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

10. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to any related subject matter.

11. Assignment; Successors and Assigns, etc. Neither the Employer nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Employer may assign its rights under this Agreement without the consent of the Executive in the event that the Employer shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall

inure to the benefit of and be binding upon the Employer and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

12. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

13. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

14. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Employer or, in the case of the Employer, at its main offices, attention of the Chief Executive Officer, and shall be effective on the date of delivery in person or by courier or three (3) days after the date mailed.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Employer.

16. Governing Law. This contract shall be construed under and be governed in all respects by the laws of the State of Florida, without giving effect to the conflict of laws principles of such state. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Eleventh Circuit.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Employer, by its duly authorized officer, and by the Executive, as of the Effective Date.

EMPLOYER: BLUEGREEN CORPORATION

Date: May 23, 2002                      By: /S/ GEORGE F. DONOVAN
                                           ----------------------
                                           George F. Donovan
                                           President and Chief Executive Officer

EXECUTIVE: DANIEL C. KOSCHER

Date: May 22, 2002                      /S/ DANIEL C. KOSCHER
                                        ---------------------
                                        Daniel C. Koscher

Exhibit A

[Date]

[Employee Name and Address]

Dear _____:

This letter agreement ("Agreement") will confirm the agreement that we have reached regarding your separation from employment. The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, to release Bluegreen Corporation (the "Company") and related persons or entities from any claims and to permit you to receive fair and reasonable separation pay and related benefits.

You are entering into this Agreement voluntarily. It is customary in employment separation agreements for the departing employee to release the employer from any possible claim, even if the employer believes, as is the case here, that no such claims exist. You understand that you are giving up your right to bring any and all possible legal claims against the Company. Neither the Company nor you want your employment relationship to end with a legal dispute. By entering into this Agreement, you understand that the Company is not admitting in any way that it violated any legal obligation that it owed to you. To the contrary, the Company's willingness to enter into this Agreement demonstrates that it is continuing to deal with you fairly and in good faith.

Regardless of whether you enter into this Agreement, you will be paid all earned but unpaid wages and accrued but unused vacation as of the Termination Date (as defined below). The Company also will reimburse you for any outstanding, reasonable business travel expenses you have incurred on the Company's behalf through your Termination Date, upon receipt of appropriate receipt documentation, pursuant to the Company's business expense reimbursement policy.

With those understandings, you and the Company agree as follows:

1. Termination

Your employment with the Company terminates as of ________ (the "Termination Date"). As of the Termination Date, you also resign from all other positions, offices or directorships you may hold with the Company or any of its affiliated or related entities.

You acknowledge your ineligibility for rehire. You agree that you will not knowingly apply for or otherwise seek or accept employment or serve or seek to serve as a consultant or independent contractor at any time with the Company or any of the Company's affiliated or related entities. You acknowledge and agree that your forbearance to seek future employment as just stated is purely contractual and in no way involuntary, discriminatory or retaliatory.

2. Termination Benefits

The Company will provide you with Termination Benefits in accordance with the terms of Section 6 of the Employment Agreement, dated as of _____, by and between you and the Company (the "Employment Agreement").

Your eligibility to participate in any other employee benefit plans and programs sponsored by or made available to employees of the Company or its affiliated or related entities ceases effective on or after your Termination Date in accordance with applicable benefit plan terms and benefit practices. Your rights to benefits, if any, are governed by the terms of those benefit plans and programs.

3. Tax Treatment

The Company shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

4. Employment Agreement

You agree that you shall continue to be bound by the provisions of Sections 7, 8 and 9 of the Employment Agreement.

5. Release of Claims

In consideration for, among other terms, the Termination Benefits, to which you otherwise would not be entitled, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, and each of its and their current and former officers, directors, shareholders, employees, attorneys, accountants and agents in their official and personal capacities (collectively referred to as the "Releasees") generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown, that, as of the date that you sign this Agreement, you now have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees ("Claims"). This release includes, without limitation, all Claims for or relating to: your employment by and termination from the Company; wrongful discharge; breach of contract; retaliation or discrimination claims under federal, state or local law (including without limitation claims of age discrimination under the Age Discrimination in Employment Act); defamation or other torts; violation of public policy; wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits; and for damages of any sort, including, without limitation, compensatory damages, punitive damages and attorneys fees; provided, however, that this release shall not affect your rights under this Agreement.

You agree that you shall not seek or accept reinstatement with, damages of any nature, or equitable or legal remedies, severance, incentive or retention pay, attorney's fees, or costs from the Releasees with respect to any Claim. As a material inducement to the Company to enter into this Agreement, you hereby represent that you have not heretofore assigned to any third party and you have not heretofore filed with any agency or court any Claim released by this Agreement.

6. Confidentiality

You agree to keep the existence and terms of this Agreement in the strictest confidence and not reveal, unless legally compelled to do so, the terms of this Agreement to any persons except your spouse, your attorney and your financial advisors, provided that they also agree to keep the information confidential. Nothing in this Section 6 shall be construed to prevent you from disclosing such matters to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide the Company with advance written notice and a reasonable opportunity to contest such subpoena or court order. Nothing contained herein shall be deemed to limit your rights under 29 U.S.C. ss. 626(f)(4).

7. Communication Concerning Your Termination

If asked about the circumstances of your separation of employment with the Company, you will state that your employment ended pursuant to mutual agreement and that you intend to pursue other interests, but you will not make any further comment about your employment separation.

8. Suspension or Termination of Payments

In the event that you fail to comply with your obligations under this Agreement or Sections 7, 8 or 9 of the Employment Agreement, in addition to any other legal remedies it may have for such breach the Company will have the right to terminate or suspend the Termination Benefits. The termination or suspension of such payments in the event of such breach by you will not affect your continuing obligations under this Agreement.

9. Legal Representation

This Agreement is a legally binding document and your signature will commit you to its terms. You acknowledge that you have been advised to discuss all aspects of this Agreement with your attorney, that you have carefully read and fully understand all of the provisions of this Agreement and that you are voluntarily entering into this Agreement.

10. Consent to Jurisdiction

You and the Company hereby consent to the exclusive jurisdiction of the Circuit Court of the State of Florida and the United States District Court for the Southern District of Florida with respect to any claim for violation of this Agreement. With respect to any such court action you (a) submit to the jurisdiction of such courts, (b) consent to service of process, and (c) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or venue.

11. Other Provisions

You acknowledge that you have been given the opportunity to consider this Agreement for twenty-one (21) days before signing it. If you sign this Agreement within less than twenty-one (21) days of the date of its delivery to you, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire twenty-one (21) day period. For a period of seven (7) days from the date you sign this Agreement, you have the right to revoke this Agreement by written notice to the undersigned. This Agreement shall not become effective or enforceable until the expiration of the revocation period.

This letter constitutes the entire agreement regarding your resignation from the Company, and supersedes any previous agreements or understandings between us, except for Sections 7, 8 and 9 of the Employment Agreement, which remain in full force and effect. In signing this Agreement, you are not relying upon any oral promises or representations made by anyone at or on behalf of the Company.

This Agreement will be interpreted and enforced under the laws of the State of Florida, without regard to conflict of law principles. In the event of any dispute, this Agreement will be construed as a whole, will be interpreted in accordance with its fair meaning, and will not be construed strictly for or against either you or the Company.

Please indicate your agreement to the terms of this Agreement by signing and returning to me a copy of this letter.

THIS AGREEMENT IS EXECUTED UNDER SEAL.

Very truly yours,

BLUEGREEN CORPORATION

By: ______________________________
[Name]
[Title]

You are advised to consult with an attorney before signing this Agreement. The foregoing is agreed to and accepted by:

Date: ______________________ __________________________________
[EMPLOYEE]

EXHIBIT 10.138

FIFTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment"), dated as of February 16, 2002, among BLUEGREEN CORPORATION ("Bluegreen"), BLUEGREEN VACATIONS UNLIMITED, INC. ("Vacations", and together with Bluegreen, the "Borrowers"), and HELLER FINANCIAL, INC., (together with its successors and permitted assigns, the "Lender").

RECITALS

A. Lender and Borrowers are party to that certain Amended and Restated Loan and Security Agreement dated as of June 30, 1999 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement").

B. On and subject to the terms and conditions hereof, Borrowers have requested from Lender, and Lender is willing to grant, certain amendments to certain provisions of the Loan Agreement, all on the terms and conditions set forth herein.

C. The Amendment shall constitute a Loan Document and these Recitals shall be construed as part of the Amendment; capitalized terms used herein without definition are so used as defined in the Appendix to the Loan Agreement or the Loan Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Amendment to Loan Agreement

(a) Section 1.1 of the Loan Agreement is hereby amended by deleting the reference to "February 16, 2002" therein and substituting therefore "April 16, 2002".

(b) The Appendix to the Loan Agreement is hereby amended by deleting the following definitions in their entirety and substituting the following new definitions in their place:

Maturity Date. April 16, 2002

Amendment to Note

All references to the Maturity Date in the Note shall refer to April 16, 2002 and all references to the Interest Rate in the Note shall refer to the Interest Rate as amended herein.

2. Representations and Warranties

(a) After giving effect to this Amendment and the transactions contemplated hereby (i) no Event of Default shall have occurred or be continuing and (ii) the representations and warranties of Borrowers contained in the Loan Documents shall be true, correct and complete in all material respects on and as of such date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date.

(b) Borrowers jointly and severally represent and warrant to Lender that the execution, delivery and performance by each Borrower of this Amendment and the other documents and transactions contemplated hereby are within such Borrower's corporate powers, have been duly authorized by all necessary corporate action (including, without limitation, all necessary shareholder approval) of such Borrower, have received all necessary governmental approvals, and do not and will not contravene or conflict with any provision of law applicable to such Borrower, the certificate or articles of incorporation or bylaws of such Borrower, or any order, judgment or decree of any court or other agency of government or any contractual obligation binding upon such Borrower; and this amendment, the Loan Agreement and each other Loan Document constitutes the legal, valid and binding obligation of each Borrower enforceable against each Borrower in accordance with its terms.

3. Conditions Precedent. This Amendment shall become effective upon Lender's receipt of the following items and the satisfaction of the following conditions, as the case may be, all in form and substance satisfactory to Lender:

(a) Documentation

(i) Amendment. This Amendment, duly executed by each Borrower and Lender.

(ii) Secretary's Certificate; Resolutions. A certificate of the Clerk, Secretary, an Assistant Clerk or an Assistant Secretary of each of the Borrowers certifying (i) the names and true signatures of the officers authorized on its behalf to sign this amendment, (ii) a copy of such party's certificate or articles of incorporation and by-laws, and (iii) a copy of the resolutions of the board of directors of such party approving this Amendment and the related transactions to which it is a party, all in form and substance satisfactory to the Lender. Such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate.

(b) No Event of Default. No Event of Default shall have occurred and be continuing, or would result after giving effect hereto.

(c) Warranties and Representations. The warranties and representations of each Borrower contained in the Amendment and the other Loan Documents shall be true and correct in all material respects after giving effect hereto.

4. Effect on Loan Documents. This Amendment is limited to the specific purpose for which it is granted and, except as specifically set forth above (a) shall not be construed as a consent, waiver or other modification with respect to any term, condition or other provision of any Loan Document and (b) each of the Loan Documents shall remain in full force and effect and are each hereby ratified and confirmed.

5. Successors and Assigns. This Amendment shall be binding on and shall inure to the benefit of Borrowers, Lender and their respective successors and assigns; provided that no Borrower may assign its rights, obligations, duties or other interests hereunder without the prior written consent of Lender. The terms and provisions of this Amendment are for the purpose of defining the relative rights and obligations of Borrowers and Lender with respect to the transactions contemplated hereby and there shall be no third party beneficiaries of any of the terms and provisions of this Amendment.

6. Entire Agreement. This amendment, including all documents attached hereto, incorporated by reference herein or delivered in connection herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof.

7. Captions. Section captions used in the Amendment are for convenience only, and shall not affect the construction of this Amendment.

8. Severability. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

9. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

10. Payment Upon Maturity Date. The parties hereto acknowledge and agree that payment of the Indebtedness pursuant to Section 1.6(b) of the Loan Agreement shall not constitute a prepayment under Section 1.7 of the Loan Agreement.

[signature page follows]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written

BLUEGREEN CORPORATION

By:  /S/ JOHN F. CHISTE

Title:  Senior V.P. and Treasurer

BLUEGREEN VACATIONS
UNLIMITED, INC.

By:  /S/ DAVID D. PHILP

Title:  Vice President

HELLER FINANCIAL, INC.

By:  /S/ DENNIS HOLLAND

Title:  Senior V.P.

Signature Page to Fifth Amendment

PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN

AND TRUST/CUSTODIAL ACCOUNT

Sponsored By

SUNTRUST

BASIC PLAN DOCUMENT #04

OCTOBER 1995

COPYRIGHT 1995 McKAY HOCHMAN CO., INC.

THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. USE, DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS, IS PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

TABLE OF CONTENTS

PARAGRAPH         P A G E
                  -------

ARTICLE I DEFINITIONS

 1.1              Actual Deferral Percentage                                   1
 1.2              Adoption Agreement                                           1
 1.3              Aggregate Limit                                              2
 1.4              Annual Additions                                             2
 1.5              Annuity Starting Date                                        2
 1.6              Applicable Calendar Year                                     2
 1.7              Applicable Life Expectancy                                   3
 1.8              Average Contribution Percentage (ACP)                        3
 1.9              Average Deferral Percentage (ADP)                            3
 1.10             Break In Service                                             3
 1.11             Code                                                         3
 1.12             Compensation                                                 3
 1.13             Contribution Percentage                                      5
 1.14             Custodian                                                    6
 1.15             Defined Benefit Plan                                         6
 1.16             Defined Benefit (Plan) Fraction                              6
 1.17             Defined Contribution Dollar Limitation                       6
 1.18             Defined Contribution Plan                                    7
 1.19             Defined Contribution (Plan) Fraction                         7
 1.20             Designated Beneficiary                                       7
 1.21             Disability                                                   7
 1.22             Distribution Calendar Year                                   7
 1.23             Early Retirement Age                                         7
 1.24             Earned Income                                                8
 1.25             Effective Date                                               8
 1.26             Election Period                                              8
 1.27             Elective Deferral                                            8
 1.28             Eligible Participant                                         8
 1.29             Eligible Retirement Plan                                     9
 1.30             Eligible Rollover Distribution                               9
 1.31             Employee                                                     9
 1.32             Employer                                                     9
 1.33             Entry Date                                                   9
 1.34             Excess Aggregate Contributions                               9
 1.35             Excess Amount                                               10
 1.36             Excess Contribution                                         10
 1.37             Excess Elective Deferrals                                   10
 1.38             Family Member                                               10
 1.39             First Distribution Calendar Year                            10
 1.40             Fund -                                                      10
 1.41             Hardship                                                    10
 1.42             Highest Average Compensation                                10

 1.43             Highly Compensated Employee                                 11
 1.44             Hour Of Service                                             12
 1.45             Key Employee                                                13
 1.46             Leased Employee                                             13
 1.47             Limitation Year                                             13
 1.48             Master Or Prototype Plan                                    13
 1.49             Matching Contribution                                       13
 1.50             Maximum Permissible Amount                                  14
 1.51             Net Profit                                                  14
 1.52             Normal Retirement Age                                       14
 1.53             Owner-Employee                                              14
 1.54             Paired Plans                                                14
 1.55             Participant                                                 14
 1.56             Participant's Benefit                                       14
 1.57             Permissive Aggregation Group                                14
 1.58             Plan                                                        15
 1.59             Plan Administrator                                          15
 1.60             Plan Year                                                   15
 1.61             Present Value                                               15
 1.62             Projected Annual Benefit                                    15
 1.63             Qualified Deferred Compensation Plan                        15
 1.64             Qualified Domestic Relations Order                          15
 1.65             Qualified Early Retirement Age                              15
 1.66             Qualified Joint And Survivor Annuity                        16
 1.67             Qualified Matching Contribution                             16
 1.68             Qualified Non-Elective Contributions                        16
 1.69             Qualified Voluntary Contribution                            16
 1.70             Required Aggregation Group                                  16
 1.71             Required Beginning Date                                     16
 1.72             Rollover Contribution                                       16
 1.73             Salary Savings Agreement                                    16
 1.74             Self-Employed Individual                                    16
 1.75             Service                                                     17
 1.76             Shareholder Employee                                        17
 1.77             Simplified Employee Pension Plan                            17
 1.78             Sponsor                                                     17
 1.79             Spouse (Surviving Spouse)                                   17
 1.80             Super Top-Heavy Plan                                        17
 1.81             Taxable Wage Base                                           17
 1.82             Top-Heavy Determination Date                                17
 1.83             Top-Heavy Plan                                              17
 1.84             Top-Heavy Ratio                                             18
 1.85             Top-Paid Group                                              19
 1.86             Transfer Contribution                                       19

 1.87             Trustee                                                     19
 1.88             Valuation Date                                              20
 1.89             Vested Account Balance                                      20
 1.90             Voluntary Contribution                                      20
 1.91             Welfare Benefit Fund                                        20
 1.92             Year Of Service                                             20

                      ARTICLE II ELIGIBILITY REQUIREMENTS

 2.1               Participation                                              21
 2.2               Change In Classification Of Employment                     21
 2.3               Computation Period                                         21
 2.4               Employment Rights                                          21
 2.5               Service With Controlled Groups                             21
 2.6               Owner-Employees                                            22
 2.7               Leased Employees                                           22
 2.8               Thrift Plans                                               23
                                   ARTICLE III
                             EMPLOYER CONTRIBUTIONS
 3.1               Amount                                                     24
 3.2               Expenses And Fees                                          24
 3.3               Responsibility For Contributions                           24
 3.4               Return Of Contributions                                    24
                                   ARTICLE IV
                             EMPLOYEE CONTRIBUTIONS
 4.1               Voluntary Contributions                                    25
 4.2               Qualified Voluntary Contributions                          25
 4.3               Rollover Contribution                                      25
 4.4               Transfer Contribution                                      26
 4.5               Employer Approval Of Transfer Contributions                26
 4.6               Elective Deferrals                                         27
 4.7               Required Voluntary Contributions                           27
 4.8               Direct Rollover Of Benefits                                28
                                    ARTICLE V
                              PARTICIPANT ACCOUNTS
 5.1               Separate Accounts                                          29
 5.2               Adjustments To Participant Accounts                        29
 5.3               Allocating Employer Contributions                          30
 5.4               Allocating Investment Earnings And Losses                  30
 5.5               Participant Statements                                     31
                                   ARTICLE VI
                      RETIREMENT BENEFITS AND DISTRIBUTIONS
 6.1               Normal Retirement Benefits                                 32
 6.2               Early Retirement Benefits                                  32
 6.3               Benefits On Termination Of Employment                      32
 6.4               Restrictions On Immediate Distributions                    34
 6.5               Normal Form Of Payment                                     35
 6.6               Commencement Of Benefits                                   35
 6.7               Claims Procedures                                          36
 6.8               In-Service Withdrawals                                     36
 6.9               Hardship Withdrawal                                        37

                     ARTICLE VII DISTRIBUTION REQUIREMENTS

 7.1              Joint And Survivor Annuity Requirements                     40
 7.2              Minimum Distribution Requirements                           40
 7.3              Limits On Distribution Periods                              40
 7.4              Required Distributions On Or After The
                                 Required Beginning Date                      40
 7.5              Required Beginning Date                                     41
 7.6              Transitional Rule                                           42
 7.7              Designation Of Beneficiary For Death Benefit                44
 7.8              Nonexistence Of Beneficiary                                 44
 7.9              Distribution Beginning Before Death                         44
 7.10             Distribution Beginning After Death                          44
 7.11             Distribution Of Excess Elective Deferrals                   45
 7.12             Distributions Of Excess Contributions                       46
 7.13             Distribution Of Excess Aggregate Contributions              46
                                  ARTICLE VIII
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS
 8.1              Applicability Of Provisions                                 48
 8.2              Payment Of Qualified Joint And Survivor
                      Annuity                                                 48
 8.3              Payment Of Qualified Pre-Retirement
                        Survivor Annuity                                      48
 8.4              Qualified Election                                          48
 8.5              Notice Requirements For Qualified Joint
                        And Survivor Annuity                                  49
 8.6              Notice Requirements For Qualified Pre

                        Retirement Survivor Annuity                           49
 8.7              Special Safe-Harbor Exception For
                        Certain Profit-Sharing Plans                          50
 8.8              Transitional Joint And Survivor
                        Annuity Rules                                         51
 8.9              Automatic Joint And Survivor Annuity
                        And Early Survivor Annuity                            51
 8.10             Annuity Contracts                                           52
                                   ARTICLE IX
                                     VESTING
 9.1              Employee Contributions                                      53
 9.2              Employer Contributions                                      53
 9.3              Computation Period                                          53
 9.4              Requalification Prior To Five Consecutive
                        One-Year Breaks In Service                            53
 9.5              Requalification After Five Consecutive
                     One-Year Breaks-In Service                               53
 9.6              Calculating Vested Interest                                 53
 9.7              Forfeitures                                                 54
 9.8              Amendment Of Vesting Schedule                               54
 9.9              Service With Controlled Groups                              55

                    ARTICLE X LIMITATIONS ON ALLOCATIONS AND
                           ANTIDISCRIMINATION TESTING
 10.1             Participation In This Plan Only                             56
 10.2             Disposition Of Excess Annual Additions                      56
 10.3             Participation In This Plan And Another
                    Prototype Defined Contribution Plan,
                    Welfare Benefit Fund, Or Other Medical
                    Account Maintained By The Employer                        57
 10.4             Disposition Of Excess Annual Additions
                    Under Two Plans                                           58
 10.5             Participation In This Plan And Another
                    Defined Contribution Plan Which Is Not
                    A Master Or Prototype Plan                                58
 10.6             Participation In This Plan And A Defined
                    Benefit Plan                                              59
 10.7             Average Deferral Percentage (ADP) Test                      59
 10.8             Special Rules Relating To Application
                    Of ADP Test                                               59
 10.9             Recharacterization                                          60
 10.10            Average Contribution Percentage (ACP) Test                  61
 10.11            Special Rules Relating To Application
                    Of ACP Test                                               61
                                   ARTICLE XI
                                 ADMINISTRATION
 11.1             Plan Administrator                                          63
 11.2             Trustee/Custodian                                           63
 11.3             Administrative Fees And Expenses                            64
 11.4             Division Of Duties And Indemnification                      65
                                   ARTICLE XII
                          TRUST FUND/CUSTODIAL ACCOUNT
 12.1             The Fund                                                    67
 12.2             Control Of Plan Assets                                      67
 12.3             Exclusive Benefit Rules                                     67
 12.4             Assignment And Alienation Of Benefits                       67
 12.5             Determination Of Qualified Domestic
                      Relations Order (QDRO)                                  67
                                  ARTICLE XIII
                                   INVESTMENTS
 13.1             Fiduciary Standards                                         69
 13.2             Funding Arrangement                                         69
 13.3             Investment Alternatives Of The Trustee                      69
 13.4             Investment Alternatives Of The Custodian                    71
 13.5             Participant Loans                                           71
 13.6             Insurance Policies                                          73
 13.7             Employer Investment Direction                               74
 13.8             Employee Investment Direction                               75
 13.9                      Application Of Duties Under Section 404(c)         76

                                ARTICLE XIV TOP-
                                HEAVY PROVISIONS
 14.1             Applicability Of Rules                                      77
 14.2             Minimum Contribution                                        77
 14.3             Minimum Vesting                                             77
 14.4             Limitations On Allocations                                  78
                                   ARTICLE XV
                            AMENDMENT AND TERMINATION
 15.1             Amendment By Sponsor                                        79
 15.2             Amendment By Employer                                       79
 15.3             Termination                                                 79
 15.4             Qualification Of Employer's Plan                            79
 15.5             Mergers And Consolidations                                  80
 15.6             Resignation And Removal                                     80
 15.7             Qualification Of Prototype                                  80
                                   ARTICLE XVI
                                  GOVERNING LAW                               81

PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND
TRUST/CUSTODIAL ACCOUNT

Sponsored By

SUNTRUST

The Sponsor hereby establishes the following Prototype Retirement Plan and Trust/Custodial Account for use by those of its customers who qualify and wish to adopt a qualified retirement program. Any Plan and Trust/Custodial Account established hereunder shall be administered for the exclusive benefit of Participants and their beneficiaries under the following terms and conditions:

ARTICLE I

DEFINITIONS

1.1 Actual Deferral Percentage The ratio (expressed as a percentage and calculated separately for each Participant) of:

(a) the amount of Employer contributions [as defined at (c) and (d)] actually paid over to the Fund on behalf of such Participant for the Plan Year to

(b) the Participant's Compensation for such Plan Year. Compensation will only include amounts for the period during which the Employee was eligible to participate, unless indicated otherwise in the Adoption Agreement.

Employer contributions on behalf of any Participant shall include:

(c) any Elective Deferrals made pursuant to the Participant's deferral election, including Excess Elective Deferrals, but excluding Elective Deferrals that are either taken into account in the Contribution Percentage test (provided the ADP test is satisfied both with and without exclusion of these Elective Deferrals) or are returned as excess Annual Additions; and

(d) at the election of the Employer, Qualified Non-Elective Contributions and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages, an Employee who would be a Participant but for the failure to make Elective Deferrals shall be treated as a Participant on whose behalf no Elective Deferrals are made.

1.2 Adoption Agreement The document attached to this Plan by which an Employer elects to establish a qualified retirement plan and trust/custodial account under the terms of this Prototype Plan and Trust/Custodial Account.

1.3 Aggregate Litnit The sum of:

(a) 125 percent of the greater of the ADP of the non-Highly Compensated Employees for the Plan Year or the ACP of nonHighly Compensated Employees under the Plan subject to Code Section 401(m) for the Plan Year beginning with or within the Plan Year of the cash or deferred arrangement as described in Code Section 401(k) or Code Section
402(h)(1)(B), and

(b) the lesser of 200% or two percent plus the lesser of such ADP or ACP.

Alternatively, the aggregate limit can be determined by substituting "the lesser of 200% or 2 percent plus" for "125% of" in (a) above, and substituting "125% of" for "the lesser of 200% or 2 percent plus" in (b) above.

1.4 Annual Additions The sum of the following amounts credited to a Participant's account for the Limitation Year:

(a) Employer Contributions,

(b) Employee Contributions (under Article IV),

(c) forfeitures,

(d) amounts allocated after March 31, 1984 to an individual medical account, as defined in Code Section 415(1)(2), which is part of a pension or annuity plan maintained by the Employer (these amounts are treated as Annual Additions to a Defined Contribution Plan though they arise under a Defined Benefit Plan), and

(e) amounts derived from contributions paid or accrued after 1985, in taxable years ending after 1985, which are either attributable to post-retirement medical benefits allocated to the account of a Key Employee, or to a Welfare Benefit Fund maintained by the Employer, are also treated as Annual Additions to a Defined Contribution Plan. For purposes of this paragraph, an Employee is a Key Employee if he or she meets the requirements of paragraph 1.45 at any time during the Plan Year or any preceding Plan Year. Welfare Benefit Fund is defined at paragraph 1.91.

Excess amounts applied in a Limitation Year to reduce Employer contributions will be considered Annual Additions for such Limitation Year, pursuant to the provisions of Article X.

1.5 Annuity Starting Date The first day of the first period for which an amount is paid as an annuity or in any other form.

1.6 Applicable Calendar Year The First Distribution Calendar Year, and in the event of the recalculation of life expectancy, such succeeding calendar year. If payments commence in accordance with paragraph 7.4(e) before the Required Beginning Date, the Applicable Calendar Year is the year such payments commence. If distribution is in the form of an immediate annuity purchased after the Participant's death with the Participant's remaining interest, the Applicable Calendar Year is the year of purchase.

1.7 Applicable Life Expectancy Used in determining the required minimum distribution. The life expectancy (or joint and last survivor expectancy) calculated using the attained age of the Participant (or Designated Beneficiary) as of the Participant's (or Designated Beneficiary's) birthday in the Applicable Calendar Year reduced by one for each calendar year which has elapsed since the date life expectancy was first calculated. If life expectancy is being recalculated, the Applicable Life Expectancy shall be the life expectancy as so recalculated. The life expectancy of a non-Spouse Beneficiary may not be recalculated.

1.8 Average Contribution Percentage (ACP) The average of the Contribution Percentages for each Highly Compensated Employee and for each nonHighly Compensated Employee.

1.9 Average Deferral Percentage (ADP) The average of the Actual Deferral Percentages for each Highly Compensated Employee and for each non-Highly Compensated Employee.

1.10 Break In Service A 12-consecutive month period during which an Employee fails to complete more than 500 Hours of Service.

1.11 Code The Internal Revenue Code of 1986, including any amendments.

1.12 Compensation The Employer may select one of the following three. safeharbor definitions of Compensation in the Adoption Agreement. Compensation shall only include amounts earned while a Participant if Plan Year is chosen as the applicable computation period.

(a) Code Section 3401(a) Wages. Compensation is defined as wages within the meaning of Code Section 3401(a) for the purposes of Federal income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed [such as the exception for agricultural labor in Code Section 3401(a)(2)].

(b) Code Section 6041 and 6051 Wages. Compensation is defined as wages as defined in Code Section 3401(a) and all other payments of compensation to an Employee by the Employer (in the course of the Employer's trade or business) for which the Employer is required to furnish the employee a written statement under Code Section 6041(d) and 6051(a)(3). Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed [such as the exception for agricultural labor in Code Section 3401(a)(2)].

Code Section 415 Compensation. For purposes of applying the limitations of Article X and Top-Heavy Minimums, the definition of Compensation shall be Code Section 415 Compensation defined as follows: a Participant's Earned Income, wages, salaries, and fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income [including, but not limited to, commissions paid salesmen, Compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits and reimbursements or other expense allowances under a nonaccountable plan (as described in Regulation 1.62-2(c)], and excluding the following:

1. Employer contributions to a plan of deferred compensation which are not includible in the Employee's gross income for the taxable year in which contributed, or Employer contributions under a Simplified Employee Pension Plan or any distributions from a plan of deferred compensation,

2. Amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture,

3. Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and

4. other amounts which received special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in Code Section 403(b) (whether or not the contributions are actually excludible from the gross income of the Employee).

For purposes of applying the limitations of Article X and Top-Heavy Minimums, the definition of Compensation shall be Code Section 415 Compensation described in this paragraph 1.12(c). Also, for purposes of applying the limitations of Article X, Compensation for a Limitation Year is the Compensation actually paid or made available during such Limitation Year. Notwithstanding the preceding sentence, Compensation for a Participant in a defined contribution plan who i.s permanently and totally disabled [as defined in Code Section 22(e)(3)] is the Compensation such Participant would have received for the Limitation. Year if the Participant had been paid at the rate of Compensation paid immediately before becoming permanently and totally disabled. Such imputed Compensation for the disabled Participant may be taken into account only if the participant is not a Highly Compensated Employee [as defined in Code Section 414(q)] and contributions made on behalf of such Participant are nonforfeitable when made.

If the Employer fails to pick the applicable period in the Adoption Agreement, the Plan Year shall be used. Unless otherwise specified by the Employer in the Adoption Agreement, Compensation shall be determined as provided in Code Section 3401(a) [as defined in this paragraph 1.12(a)]. In Nonstandardized Adoption Agreement 004, the Employer may choose to eliminate or exclude categories of Compensation which do not violate the provisions of Code Sections 401 (a) (4), 414(s) the regulations thereunder and Revenue Procedure 89-65.

Beginning with 1989 Plan Years, the annual Compensation of each Participant which may be taken into account for determining all benefits provided under the Plan (including benefits under Article XIV) for any year shall not exceed $200,000, as adjusted under Code Section 415(d). In determining the Compensation of a Participant for purposes of this limitation, the rules of Code Section 414(q)(6) shall apply, except in applying such rules, the term "family" shall include only the Spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the end of the Plan year. If, as a result of the application of such rules the adjusted $200,000 limitation is exceeded, then (except for purposes of determining the portion of Compensation up to the integration level if this Plan provides for permitted disparity), the limitation shall be prorated among the affected individuals in proportion to each such individual's Compensation as determined under this section prior to the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months, then the annual Compensation limit for that period is an amount equal to the $200,060 as adjusted for the calendar year in which the Compensation period begins, multiplied by a fraction the numerator of which is the number of full months in the Short Plan Year and the denominator of which is 12. If Compensation for any prior Plan Year is taken into account in determining an Employee's contributions or benefits for the current year, the Compensation for such prior year is subject to the applicable annual Compensation limit in effect for that prior year. For this purpose, for years beginning before January 1, 1990, the applicable annual Compensation limit is $200,000. For Plan Years beginning on or after January 1, 1994, the annual Compensation of each Participant taken into account for determining all benefits provided under the Plan for any Plan Year shall not exceed $150,000, as adjusted for increases in the cost-of-living in accordance with Code Section 401(a)(17). The costof-living adjustment in effect for a calendar year applies to any determination period beginning in such calendar year.

Compensation shall not include deferred Compensation other than contributions through a salary reduction agreement to a cash or deferred plan under Code
Section 401(k), a Simplified Employee Pension Plan under Code Section
402(h)(1)(B), a cafeteria plan under Code Section 125 or a tax-deferred annuity under Code. Section 403(b). Unless elected otherwise by the Employer in the Adoption Agreement, these deferred amounts will be considered as Compensation for Plan purposes. These deferred amounts are not counted as Compensation for purposes of Articles X and XIV. When applicable to a Self-Employed Individual, Compensation shall mean Earned Income.

1.13 Contribution Percentage The ratio (expressed as a percentage and calculated separately for each Participant) of:

(a) the Participant's Contribution Percentage Amounts [as defined at
(c)-(f)] for the Plan Year, to

(b) the Participant's Compensation for the Plan Year. Compensation will only include amounts for the period during which the Employee was eligible to participate.

Contribution Percentage Amounts on behalf of any Participant shall include:

(c) the amount of Employee Voluntary Contributions (including any amounts recharacterized as Voluntary Contributions) Matching Contributions, and Qualified Matching Contributions (to the extent not taken into account for purposes of the ADP test) made under the Plan on behalf of the Participant for the Plan Year, forfeitures of Excess Aggregate Contributions or Matching to the Contributions allocated Participant's account which shall in the year in be taken into account which such forfeiture is allocated, at the election of the Employer, Qualified Non-Elective Contributions, and the Employer also may elect to use Elective Deferrals in the Contribution Percentage Amounts so long as the ADP test is met before the Elective Deferrals are used in the ACP test and continues to be met following the exclusion of those Elective Deferrals that are used to meet the ACP test.

Contribution Percentage Amounts shall not include Matching Contributions, whether or not Qualified, that are forfeited either to correct Excess Aggregate Contributions, or because the contributions to which they relate are Excess Deferrals, Excess Contributions, or Excess Aggregate Contributions.

1.14 Custodian The individual or institution appointed by the Employer to have custody of all or part of the Fund.

1.15 Defined Benefit Plan Plan under which a Participant's benefit is dein the Plan and no individual accounts areA termined by a formula contained maintained for Participants.

1.16 Defined Benefit (Plan) Fractioiz A fraction, the numerator of which is the sum of the Participant's Projected Annual Benefits under all the Defined Benefit Plans (whether or not terminated) maintained by the Employer, and the denominator of which is the lesser of 125 percent of the dollar limitation determined -for the Limitation Year under Code Sections 415(b) and (d) or 140 percent of the Highest Average Compensation, including any adjustments under Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as of the first day of the first Limitation Year beginning after 1986, in one or more Defined Benefit Plans maintained by the Employer which were in existence on May 6, 1986, the denominator of this fraction will not be less than 125 percent of the sum of the annual benefits under such plans which the Participant had accrued as of the close of the last Limitation Year beginning before 1987, disregarding any changes in the terms and conditions of the plan after May 5, 1986. The preceding sentence applies only if the Defined Benefit Plans individually and in the aggregate satisfied the requirements of Section 415 for all Limitation Years beginning before 1987.

1.17 Defined Contribution Dollar Linzitatiozz Thirty thousand dollars ($30,000) or if greater, one-fourth of the defined benefit dollar limitation set forth in Code Section 415(b)(1) as in effect for the Limitation Year.

1.18 Defined Contribution Plait A Plan under which individual accounts are maintained for each Participant to which all contributions, forfeitures, investment income and gains or losses, and expenses are credited or deducted. A Participant's benefit under such Plan is based solely on the fair market value of his or her account balance.

1.19 Defined Contribution (Plan) Fraction A Fraction, the numerator of which is the sum of the Annual Additions to the Participant's account under all the Defined Contribution Plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Participant's nondeductible Employee contributions to all Defined Benefit Plans, whether or not terminated, maintained by the Employer, and the Annual Additions attributable to all Welfare Benefit Funds, as defined in paragraph 1.91 and individual medical accounts, as defined in Code
Section 415(1)(2), maintained by the Employer), and the denominator of which is the sum of the maximum aggregate amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a Defined Contribution Plan was maintained by the Employer). The maximum aggregate amount in the Limitation Year is the lesser of 125 percent of the dollar limitation determined under Code Sections 415(b) and (d) in effect under Code Section 415(c)(1)(A) or 35 percent of the Participant's Compensation for such year.

If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after 1986, in one, or more Defined Contribution Plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before 1987, and disregarding any changes in the terms and conditions of the Plan made after May 6, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Addition for any Limitation Year beginning before 1997, shall not be re-computed to treat all Employee Contributions as Annual Additions.

1.20 Designated Beneficiary The individual who is designated as the beneficiary under the Plan in accordance with Code Section 401(a)(9) and the regulations thereunder.

1.21 Disability An illness or injury of a potentially permanent nature, expected to last for a continuous period of not less than 12 months, certified by a physician selected by or satisfactory to the Employer, which prevents the Employee from engaging in any occupation for wage or profit for which the Employee is reasonably fitted by training, education or experience.

1.22 Distribution Calendar Year A calendar year for which a minimum distribution is required.

1.23 Early Retirement Age The age set by the Employer in the Adoption Agreement (but not less than 55), which is the earliest age at which a Participant may retire and receive his or her benefits under the Plan.

1.24 Earned Income Net earnings from self-employment in the trade or business with respect to which the Plan is established, determined without regard to items not included in gross income and the deductions allocable to such items, provided that personal services of the individual are a material income-producing factor. Earned income shall be reduced by contributions made by an Employer to a qualified plan to the extent deductible under Code Section 404. For tax years beginning after 1989, net earnings shall be determined taking into account the deduction for one-half of self-employment taxes allowed to the Employer under Code Section 164(f) to the extent deductible.

1.25 Effective Date The date on which the Employer's retirement plan or amendment to such plan becomes effective. For amendments reflecting statutory and regulatory changes post Tax Reform Act of 1986, the Effective Date will be the earlier of the date upon which such amendment is first administratively applied or the first day of the Plan Year following the date of adoption of such amendment.

1.26 Election Period The period which begins on the first day of the Plan Year in which the Participant attains age 35 and ends on the date of the Participant's death. If a Participant separates from service prior to the first day of the Plan Year in which age 35 is attained, the Election Period shall begin on the date of separation, with respect to the account balance as of the date of separation.

1.27 Elective Deferral Employer contributions made to the Plan at the election of the Participant, in lieu of cash Compensation. Elective Deferrals shall also include contributions made pursuant to a Salary Savings Agreement or other deferral mechanism, such as a cash option contribution. With respect to any taxable year, a Participant's Elective Deferral is the sum of all Employer contributions made on behalf of such Participant pursuant to an election to defer under any qualified cash or deferred arrangement as described in Code
Section 401(k), any simplified employee pension cash or deferred arrangement as described in Code Section 402(h)(1)(B), any eligible - deferred compensation plan under Code Section 457, any plan as described under Code Section
501(c)(18), and any Employer contributions made on the behalf of a Participant for the purchase of an annuity contract under Code Section 403(b) pursuant to a Salary Savings Agreement. Elective Deferrals shall not include any deferrals properly distributed as Excess Annual Additions.

Elective Deferrals which cause a Participant to have an excess Annual Addition shall not be deemed Annual Additions in that Limitation Year if such Elective Deferrals (whether voluntary or mandatory) are distributed. These amounts shall be disregarded for purposes of Code Section 402(8), the ADP test under Code
Section 401(k)(3) and the ACP test under Code Section 401(m)(2). These distributions shall be in accordance with IRS Regulations ss.1.415-6(b)(6). Elective Deferrals shall not include any deferrals properly distributed as Excess Annual Additions.

1.28 Eligible Participant Any Employee who is eligible to make a Voluntary Contribution, or an Elective Deferral (if the Employer takes such contributions into account in the calculation of the Contribution Percentage), or to receive a Matching Contribution (including forfeitures) or a Qualified Matching Contribution. If a Voluntary Contribution or Elective Deferral is required as a condition of participation in the Plan, any Employee who would be a Participant in the Plan if such Employee made such a contribution shall be treated as an Eligible Participant even though no Voluntary Contributions or Elective Deferrals are made.

1.29 Eligible Retirement Plan An individual retirement account (IRA) as described in Code Section 408(a), an individual retirement annuity (IRA) as described in Code Section 408(b), an annuity plan as described in Code Section
403(a), or a qualified trust as described in Code Section 401(a), which accepts Eligible Rollover Distributions. However in the case of an Eligible Rollover Distribution to a Surviving Spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity.

1.30 Eligible Rollover Distribution An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Participant except that an Eligible Rollover Distribution does not include:

(a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Participant or the joint lives (or joint life expectancies) of the Participant and the Participant's Designated Beneficiary, or for a specified period of ten years or more;

(b) any distribution to the extent such distribution is required under Code Section 401(a)(9); and

(c) the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Employer securities).

1.31 Employee Any person employed by the Employer (including Self-Employed Individuals and partners), all Employees of a member of an affiliated service group [as defined in Code Section 414(m)], Employees of a controlled group of corporations [as defined in Code Section 414(b)], all Employees of any incorporated or unincorporated trade or business which is under common control
[as defined in Code Section 414(c)], Leased Employees [as defined in Code
Section 414(n)] and any Employee required to be aggregated by Code Section
414(o). All such Employees shall be treated as employed by a single Employer.

1.32 Employer The Self-Employed Individual, partnership, corporation or other organization which adopts this Plan including any firm that succeeds the Employer and adopts this Plan. For purposes of Article X, Limitations on Allocations, Employer shall mean the Employer that adopts this Plan, and all members of a controlled group of corporations [as defined in Code Section 414(b) as modified by Code Section 415(h)], all commonly controlled trades or businesses [as defined in Code Section 414(c) as modified by Code Section
415(h)] or affiliated service groups [as defined in Code Section 414(m)] of which the adopting Employer is a part, and any other entity required to be aggregated with the Employer pursuant to regulations under Code Section 414(o).

1.33 Entry Date The date on which an Employee commences participation in the Plan as determined by the Employer in the Adoption Agreement.

1.34 Excess Aggregate Contributions The excess, with respect to any Plan Year, of:

(a) The aggregate Contribution Percentage Amounts taken into account in computing the numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over

(b) The maximum Contribution Percentage Amounts permitted by the ACP test (determined by reducing contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages beginning with the highest of such percentages).

Such determination shall be made after first determining Excess Elective Deferrals pursuant to paragraph 1.37 and then determining Excess Contributions pursuant to paragraph 1.36.

1.35 Excess Amount The excess of the Participant's Annual Additions for the Limitation Year over the Maximum Permissible Amount.

1.36 Excess Contribution With respect to any Plan Year, the excess of:

(a) The aggregate amount of Employer contributions actually taken into account in computing the ADP of Highly Compensated Employees for such Plan Year, over

(b) The maximum amount of such contributions permitted by the ADP test (determined by reducing contributions made on behalf of Highly Compensated Employees in order of the ADPs, beginning with the highest of such percentages).

1.37 Excess Elective Deferrals Those Elective Deferrals that are includible in a Participant's gross income under Code Section 402(8) to the extent such Participant's Elective Deferrals for a taxable year exceed the dollar limitation under such Code Section. Excess Elective Deferrals shall be treated as Annual Additions under the Plan, unless such amounts are distributed no later than the first April 15th following the close of the Participant's taxable year.

1.38 Family Member The Employee's Spouse, any lineal descendants and ascendants and the Spouse of such lineal descendants and ascendants.

1.39 First Distribution Calendar Year For distributions beginning before the Participant's death, the First Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. For distributions beginning after the Participant's death, the First Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to paragraph 7.10.

1.40 Fund All contributions received by the Trustee/Custodian under this Plan and Trust/Custodial Account, investments thereof and earnings and appreciation thereon.

1.41 Hardship An immediate and heavy financial need of the Employee where such Employee lacks other available resources.

1.42 Highest Average Compensation The average Compensation for the three consecutive Years of Service with the Employer that produces the highest average. A Year of Service with the Employer is the 12-consecutive month period defined in the Adoption Agreement.

1.43 Highly Compensated Employee Any Employee who performs service for the Employer during the determination year and who, during the immediate prior year:

(a) received Compensation from the Employer in excess of $75,000 [as adjusted pursuant to Code Section 415(d)]; or

(b) received Compensation from the Employer in excess of $50,000 [as adjusted pursuant to Code Section 415(d)] and was a member of the Top-Paid Group for such year; or

(c) was an officer of the Employer and received Compensation during such year that is greater than 50 percent of the dollar limitation in effect under Code Section 415(b)(1)(A).

Notwithstanding (a), (b) and (c), an Employee who was not Highly Compensated during the preceding Plan Year shall not be treated as a Highly Compensated Employee with respect to the current Plan Year unless such Employee is a member of the 100 Employees paid the greatest Compensation during the year for which such determination is being made.

(d) Employees who are five percent (5%) Owners at any time during the immediate prior year or determination year.

If no officer has satisfied the Compensation requirement of subsection (c) above during either a determination year or the prior year, the highest paid officer for such year shall be treated as a Highly Compensated Employee.

For purposes of this paragraph 1.43, the determination year shall be the Plan Year. The prior year shall be the twelve-month period immediately preceding the determination year.

Highly Compensated Employee includes Highly Compensated active Employees and Highly Compensated former Employees. A Highly Compensated former Employee includes any employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the employer during the determination year, and was an active Highly Compensated Employee for either the separation year or any determination year ending on or after the Employee's 55th birthday.

If an Employee is, during a determination year or the prior year, a family member of either a 5 percent owner who is an active or former employee or a Highly Compensated Employee who is one of the 10 most highly compensated employees ranked on the basis of Compensation paid by the Employer during such year, then the family member and the 5 percent (5%) Owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family member and 5 percent (5%) Owner or top-ten Highly Compensated Employee shall be treated as a single Employee receiving Compensation and Plan contributions or benefits equal to the sum of such Compensation and contributions or benefits of the family member and 5 percent (5%) Owner or top-ten Highly Compensated Employee. For purposes of this section, family member includes the spouse, lineal ascendants and descendants of the employee or former employee and the spouses of such lineal ascendants and descendants.

The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of employees in the top-paid group, the top 100 employees, the number of employees treated as officers and the Compensation that is considered, will be made in accordance with Code Section 414(q) and the regulations thereunder.

1.44 Hour Of Service

(a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer. These hours shall be credited to the Employee for the computation period in which the duties are performed; and
(b) Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, in capacity (including disability), layoff, jury duty, military duty or leave of absence. No more than 501 Hours of Service shall be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation pe riod). Hours under this paragraph shall be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor. Regulations which are incorporated herein by this reference; and
(c) Each hour for which back pay, irrespective of mitigation of dam ages, is either awarded or agreed to by the Employer. The same Hours of Service shall not be credited both under paragraph (a) or paragraph
(b), as the case may be, and under this paragraph (c). These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.
(d) Hours of Service shall be credited for employment with the Em ployer and with other members of an affiliated service group [as defined in Code Section 414(m)], a controlled group of corporations [as defined in Code Section 414(b)], or a group of trades or businesses under common control [as defined in Code Section 414(c)] of which the adopting Employer is a member, and any other entity required to be aggregated with the Employer pursuant to Code Section 414(o) and the regulations thereunder. Hours of Service shall also be credited for any individual considered an Employee for purposes of this Plan 'under Code Section 414(n) or Code Section 414(o) and the regulations thereunder.

(e) Solely for purposes of determining whether a Break in Service, as defined in paragraph 1.10, for participation and vesting purposes has occurred in a computation period, an individual who is absent from work for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such individual but for such absence, or in any case in which such hours cannot be determined, 8 Hours of Service per day of such absence. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence by reason of the pregnancy of the individual, by reason of a birth

of a child of the individual, by reason of the placement of a child with the individual in -connection with the adoption of such child by such individual, or for purposes of caring for such child for a period beginning immediately following such birth or placement. The Hours of Service credited under this paragraph shall be credited in the computation period in which the absence begins if the crediting is necessary to prevent a Break in Service in that period, or in all other cases, in the following computation period. No more than 501 hours will be credited under this paragraph.

Hours of Service shall be determined on the basis of the method selected in the Adoption Agreement.

1.45 Key Employee Any Employee or former Employee (and the beneficiaries of such employee) who at any time during the determination period was an officer of the Employer if such individual's annual compensation exceeds 50% of the dollar limitation under Code Section 415(b)(1)(A) (the defined benefit maximum annual benefit), an owner (or considered an owner under Code Section 318) of one of the ten largest interests in the employer if such individual's compensation exceeds 100% of the dollar limitation under Code Section 415(c)(1)(A), a 5% owner of the Employer, or a 1 % owner of the Employer who has an annual compensation of more than $150,000. For purposes of determining who is a Key Employee, annual compensation shall mean Compensation as defined for Article X, but including amounts deferred through a salary reduction agreement to a cash or deferred plan under Code Section 401(k), -a Simplified Employee Pension Plan under Code
Section 408(k), a cafeteria plan under Code Section 125 or a tax-deferred annuity under Code Section 403(b). The determination period is the Plan Year containing the Determination Date and the four preceding Plan Years. The determination of who is a Key Employee will be made in accordance with Code
Section 416(i)(1) and the regulations thereunder. .

1.46 Leased Employee Any person (other than an Employee of the recipient) who, pursuant to an agreement between the recipient and any other person ("leasing organization"), has performed services for the recipient [or for the recipient and related persons determined in accordance with Code Section 414(n)(6)] on a substantially full-time basis for a period of at least one year, and such services are of a type historically performed by Employees in the business field of the recipient Employer.

1.47 Limitation Year The calendar year or such other 12-consecutive month period designated by the Employer in the Adoption Agreement for purposes of determining the maximum Annual Addition to a Participant's account. All qualified plans maintained by the Employer must use the same Limitation Year. If the Limitation Year is amended to a different 12-consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made.

1.48 Master Or Prototype Plan A plan, the form of which is the subject of a favorable opinion letter from the Internal Revenue Service.

1.49 Matching Contribution An Employer contribution made to this or any other defined contribution plan on behalf of a Participant on account of an Employee Voluntary Contribution made by such' Participant, or on account of a Participant's Elective Deferral, under a Plan maintained by the Employer.

1.58 Plait The Employer's retirement plan as embodied herein and in the Adoption Agreement.

1.59 Plait Administrator The Employer.

1.60 Plait Year The 12-consecutive month period designated by the Employer in the Adoption Agreement.

1.61 Preseitt Value Used for Top-Heavy test and determination purposes, when determining the Present Value of accrued benefits, with respect to any Defined Benefit Plan maintained by the Employer, interest and mortality rates shall be determined in accordance with the provisions of the respective plan. If applicable, interest and mortality assumptions will be specified in Section 11 of the Adoption Agreement.

1.62 Projected Annual Benefit Used to test the maximum benefit which may be obtained from a combination of retirement plans, it is the annual retirement benefit (adjusted to an actuarial equivalent straight life annuity if such benefit is expressed in a form other than a straight life annuity or Qualified Joint and Survivor Annuity) to which the Participant would be entitled under the terms of a Defined Benefit Plan or plans, assuming:

(a) the Participant will continue employment until Normal Retire ment Age under the plan (or current age, if later), and

(b) the Participant's Compensation for the current Limitation Year and all other relevant factors used to determine benefits under the plan will remain constant for all future Limitation Years.

1.63 Qualified Deferred Compensation Plait Any pension, profit-sharing, stock bonus, or other plan which meets the requirements of Code Section 401 and includes a trust exempt from tax under Code Section 501(a) or any annuity plan described in Code Section 403(a).

1.64 Qualified Domestic Relations Order A QDRO is a signed Domestic Relations Order issued by a State Court which creates, recognizes or assigns to an alternate payee(s) the right to receive all or part of a Participant's Plan benefit and which meets the requirements of Code Section 414(p). An alternate payee is a Spouse, former Spouse, child, or other dependent who is treated as a beneficiary under the Plan as a result of the QDRO.

1.65 Qualified Early Retirement Age For purposes of paragraph 8.9, Qualified Early Retirement Age is the latest of:

(a) the earliest date, under the Plan, on which the Participant may elect to receive retirement benefits, or

(b) the first day of the 120th month beginning before the Participant reaches Normal Retirement Age, or

(c) the date the Participant begins participation.

1.66 Qualified Joint And Survivor Annuity An immediate annuity for the life of the Participant with a survivor annuity for the life of the Participant's Spouse which is at least one-half of but not more than the amount of the annuity payable during the joint lives of the Participant and the Participant's Spouse. The exact amount of the Survivor Annuity is to be specified by the Employer in the Adoption Agreement. If not designated by the Employer, the Survivor Annuity will be 1/2 of the amount paid to the Participant during his or her lifetime. The Qualified Joint and Survivor Annuity will be the amount of benefit which can be provided by the Participant's Vested Account Balance.

1.67 Qualified Matching Contribution Matching Contributions which when made are subject to the distribution and nonforfeitability requirements under Code
Section 401(k).

1.68 Qualified Non-Elective Contributions Contributions (other than Matching Contributions or Qualified Matching Contributions) made by the Employer and allocated to Participants' accounts that the Participants may not elect to receive in cash until distributed from the Plan; that are nonforfeitable when made; and that are distributable only in accordance with the distribution provisions that are applicable to Elective Deferrals and Qualified Matching Contributions.

1.69 Qualified Voluntary Contribution A tax-deductible voluntary Employee contribution. These contributions may no longer be made to the Plan.

1.70 Required Aggregation Group Used for Top-Heavy testing purposes, it consists of:

(a) each qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the plan has terminated), and

(b) any other qualified plan of the Employer which enables a plan described in (a) to meet the requirements of Code Sections 401(a)(4) or 410.

1.71 Required Beginning Date The date on which a Participant is required to take his or her first minimum distribution under the Plan. The rules are set forth at paragraph 7.5.

1.72 Rollover Contribution A contribution made by a Participant of an amount distributed to such Participant from another Qualified Deferred Compensation Plan in accordance with Code Sections 402(a)(5), (6), and (7). A Direct Rollover is a payment by the plan to the Eligible Retirement Plan specified by the Participant.

1.73 Salary Savings Agreement An agreement between the Employer and a participating Employee where the Employee authorizes the Employer to withhold a specified percentage of his or her Compensation for deposit to the Plan on behalf of such Employee.

1.74 Self-Employed Individual An individual who has Earned Income for the taxable year from the trade or business for which the Plan is established including an individual who would have had Earned Income but for the fact that the trade or business had no Net Profit for the taxable year.

1.75 Service The period of current or prior employment with the Employer. If the Employer maintains a plan of a predecessor employer, Service for such predecessor shall be treated as Service for the Employer.

1.76 Shareholder Employee An Employee or Officer who owns [or is considered as owning within the meaning of Code Section 318(a)(1)], on any day during the taxable year of an electing small business corporation (S Corporation), more than 5% of such corporation's outstanding stock.

1.77 Simplified Employee Pension Plan An individual retirement account which meets the requirements of Code Section 408(k), and to which the Employer makes contributions pursuant to a written formula. These plans are considered for contribution limitation and Top-Heavy testing purposes.

1.78 Sponsor SunTrust Bank, Central Florida, N.A., its affiliates, or any successor(s) or assign(s).

1.79 Spouse (Surviving Spouse) The Spouse or Surviving Spouse of the Participant, provided that a former Spouse will be treated as the Spouse or Surviving Spouse and a current Spouse will not be treated as the Spouse or Surviving Spouse to the extent provided under a Qualified Domestic Relations Order as described in Code Section 414(p).

1.80 Super Top-Heavy Plan A Plan described at paragraph 1.83 under which the Top-Heavy Ratio [as defined at paragraph 1.84] exceeds 90%.

1.81 Taxable Wage Base For plans with an allocation formula which takes into account the Employer's contribution under the Federal Insurance Contributions Act (FICA), the maximum amount of earnings which may be considered wages for such Plan Year under the Social Security Act [Code Section 3121(a)(1)], or the amount elected by the Employer in the Adoption Agreement.

1.82 Top-Heavy Determination Date For any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, the last day of that year.

1.83 Top-Heavy Plan For any Plan Year beginning after 1983, the Employer's Plan is top-heavy if any of the following conditions exist:

(a) If the Top-Heavy Ratio for the Employer's Plan exceeds 60% and this Plan is not part of any required Aggregation Group or Permissive Aggregation Group of Plans.

(b) If the Employer's plan is a part of a Required Aggregation Group of plans but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds 60%.

(c) If the Employer's plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the TopHeavy Ratio for the Permissive Aggregation Group exceeds 60%.

1.84 Top-Heavy Ratio

(a) If the Employer maintains one or more Defined Contribution plans (including any Simplified Employee Pension Plan) and the Employer has not maintained any Defined Benefit Plan which during the 5-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-Heavy Ratio for this Plan alone, or for the Required or Permissive Aggregation Group as appropriate, is a fraction,

the numerator of which is the sum of the account balances of all Key Employees as of the Determination Date(s) [including any part of any account balance distributed in the 5-year period ending on the Determination Date(s)], and

(2) the denominator of which is the sum of all account balances [including any part of any account balance distributed in the 5-year period ending on the Determination Date(s)], both computed in accordance with Code Section 416 and the regulations thereunder.

Both the numerator and denominator of the Top-Heavy Ratio are increased to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Code Section 416 and the regulations thereunder.

(b) If the Employer maintains one or more Defined Contribution Plans (including any Simplified Employee Pension Plan) and the Employer maintains or has maintained one or more Defined Benefit Plans which during the 5-year period ending on the Determination Date(s) has or has had any accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of account balances under the aggregated Defined Contribution Plan or Plans for all Key Employees, determined in accordance with (a) above, and the Present Value of accrued benefits under the aggregated Defined Benefit Plan or Plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated Defined Contribution Plan or Plans for all Participants, determined in accordance with (a) above, and the Present Value of accrued benefits under the Defined Benefit Plan or Plans for all Participants as of the Determination Date(s), all determined in accordance with Code Section 416 and the regulations thereunder. The accrued benefits under a Defined Benefit Plan in both the numerator and denominator of the Top-Heavy Ratio are increased for any distribution of an accrued benefit made in the 5-year period ending on the Determination Date.

(c) For purposes of (a) and (b) above, the value of account balances and the Present Value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Code Section 416 and the regulations thereunder for the first and second plan years of a Defined Benefit Plan. The account balances and accrued benefits of a participant
(1) who is not a Key Employee but who was a Key Employee in a prior year, or (2) who has not been credited with at least one hour of service with any Employer maintaining the Plan at any time during the 5-year period ending on the Determination Date, will be disregarded. The calculation of the Top-Heavy Ratio, and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code
Section 416 and the regulations thereunder. Qualified Voluntary Employee Contributions will not be taken into account for purposes of computing the Top-Heavy Ratio. When aggregating plans the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year. The accrued benefit of a Participant other than a Key Employee shall be determined under (1) the method, if any, that uniformly applies for accrual purposes under all Defined Benefit Plans maintained by the Employer, or (2) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Code Section
411(b)(1)(C).

1.85 Top-Paid Group The group consisting of the top 20% of Employees when ranked on the basis of Compensation paid during such year. For purposes of determining the number of Employees in the group (but not who is in it), the following Employees shall be excluded:

(a) Employees who have not completed 6 months of Service.

(b) Employees who normally work less than 17-1/2 hours per week.

(c) Employees who normally do not work more than 6 months during any year.

(d) Employees who have not attained age 21.

Employees included in a collective bargaining unit, covered by an agreement between employee representatives and the Employer, where retirement benefits were the subject of good faith bargaining and provided that 90% or more of the Employer's Employees are covered by the agreement.

(f) Employees who are nonresident aliens and who receive no earned income which constitutes income from sources within the United States.

1.86 Transfer Contribution A non-taxable transfer of a Participant's benefit directly from a Qualified Deferred Compensation Plan to this Plan.

1.87 Trustee The Sponsor, individual(s) or institution appointed by the Employer.

1.88 Valuation Date The last day of the Plan Year or such other date as agreed to by the Employer and the Trustee/Custodian on which Participant accounts are revalued in accordance with Article V hereof. For Top-Heavy purposes, the date selected by the Employer as of which the Top-Heavy Ratio is calculated.

1.89 Vested Account Balance The aggregate value of the Participant's. Vested Account Balances derived from Employer and Employee contributions (including Rollovers), whether vested before or upon death, including the proceeds of insurance contracts, if any, on the Participant's life. The provisions of Article VIII shall apply to a Participant who is vested in amounts attributable to Employer contributions, Employee contributions (or both) at the time of death or distribution.

1.90 Voluntary Contribution An Employee contribution made to the Plan by or on behalf of a Participant that is included in the Participant's gross income in the year in which made and that is maintained under a separate account to which earnings and losses are allocated.

1.91 IVelfare Benefit Fund Any fund that is part of a plan of the Employer, or has the effect of a plan, through which the Employer provides welfare benefits to Employees or their beneficiaries. For these purposes, Welfare Benefits means any benefit other than those with respect to which Code Section 83(h) (relating to transfers of property in connection with the performance of services), Code
Section 404 (relating to deductions for contributions to an Employee's trust or annuity and Compensation under. a deferred payment plan), Code Section 404A (relating to certain foreign deferred compensation plans) apply. A "Fund" is any social club, voluntary employee benefit association, supplemental unemployment benefit trust or qualified group legal service organization described in Code
Section 501(c)(7), (9), (17) or (20); any trust, corporation, or other organization not exempt from income tax, or to the extent provided in regulations, any account held for an Employer by any person.

1.92 Year Of Service -A 12-consecutive month period during which an Employee is credited with not less than 1,000 (or such lesser number as specified by the Employer in the Adoption Agreement) Hours of Service.

ARTICLE II

ELIGIBILITY REQUIREMENTS

2.1 Participation Employees who meet the eligibility requirements in the Adoption Agreement on the Effective Date of the Plan shall become Participants as of the Effective Date of the Plan. If so elected in the Adoption Agreement, all Employees employed on the Effective Date of the Plan may participate, even if they have not satisfied the Plan's specified eligibility requirements. Other Employees shall become Participants on the Entry Date coinciding with or immediately following the date on which they meet the eligibility requirements. The Employee must satisfy the eligibility requirements specified in the Adoption Agreement and be employed on the Entry Date to become a Participant in the Plan. In the event an Employee who is not a member of the eligible class of Employees becomes a member of the eligible class, such Employee shall participate immediately if such Employee has satisfied the minimum age and service requirements and would have previously become a Participant had he or she been in the eligible class. If a former Participant returns to the employ of the Employer in a Plan Year subsequent to termination, such former Participant shall again become a Participant upon returning to the employ of the Employer at the next Entry Date or if earlier, the next Valuation Date. For this purpose, Participant's Compensation and Service shall be considered from date of rehire. If a former Participant returns to employment in the same Plan Year in which they terminated Service, such Employee shall immediately begin to participate and all Service and Compensation, for the entire Plan Year, shall be considered.

2.2 Change In Classification Of Employment In the event a Participant becomes ineligible to participate because he or she is no longer a member of an eligible class of Employees, such Employee shall participate upon his or her return to an eligible class of Employees.

2.3 Computation Period To determine Years of Service and Breaks in Service for purposes of eligibility, the 12-consecutive month period shall commence on the date on which an Employee first performs an Hour of Service for the Employer and each anniversary thereof, such that the succeeding 12-consecutive month period commences with the Employee's first anniversary of employment and so on. If the eligibility requirement is one year or less and the Employee fails to meet the requirements in the 12 consecutive month period starting with the hire date, the succeeding 12 consecutive month period shall commence on the first day of the Plan Year prior to the anniversary of the date they first performed an hour of Service regardless of whether the Employee is entitled to be credited with 1,000
(or such lesser number as specified by the Employer in the Adoption Agreement) Hours of Service during their first employment year.

2.4 Employment Rights Participation in the Plan shall not confer upon a Participant any employment rights, nor shall it interfere with the Employer's right to terminate the employment of any Employee at any time.

2.5 Service With Controlled Groups All Years of Service with other members of a controlled group of corporations [as defined in Code Section 414(b)], trades or businesses under common control [as. defined in Code Section 414(c)], or members of an affiliated service group [as defined in Code Section 414(m)] shall be credited for purposes of determining an Employee's eligibility to participate.

2.6 Owner-Employees If this Plan provides contributions or benefits for one or more Owner-Employees who control both the business for which this Plan is established and one or more other trades or businesses, this Plan and the Plan established for other trades or businesses must, when looked at as a single Plan, satisfy Code Sections 401(a) and (d) for the Employees of this and all other trades or businesses.

If the Plan provides contributions or benefits for one or more Owner-Employees who control one or more other trades or businesses, the Employees of the other trades or businesses must be included in a Plan which satisfies Code Sections 401(a) and (d) and which provides contributions and benefits not less favorable than provided for Owner-Employees under this Plan.

If an individual is covered as an Owner-Employee under the plans of two or more trades or businesses which are not controlled, and the individual controls a trade or business, then the contributions or benefits of the Employees under the plan of the trades or businesses which are controlled must be as favorable as those provided for him or her under the most favorable plan of the trade or business which is not controlled.

For purposes of the preceding sentences, an Owner-Employee, or two or more OwnerEmployees, will be considered to control a trade or business if the Owner-Employee, or two or more Owner-Employees together:

(a) own the entire interest in an unincorporated trade or business, or

(b) in the case of a partnership, own more than 50% of either the capital interest or the profits interest in the partnership.

For purposes of the preceding sentence, an Owner-Employee, or two or more OwnerEmployees shall be treated as owning any interest in a partnership which is owned, directly or indirectly, by a partnership which such Owner-Employee, or such two or more Owner-Employees, are considered to control within the meaning of the preceding sentence.

2.7 Leased Employees Any Leased Employee shall be treated as an Employee of the recipient Employer; however, contributions or benefits provided by the leasing organization which are attributable to services performed for the recipient Employer shall be treated as provided by the recipient Employer. A Leased Employee shall not be considered an Employee of the recipient if such Employee is covered by a money purchase pension plan providing:

(a) a non-integrated Employer contribution rate of at least 10% of Compensation, [as defined in Code Section 415(c)(3) but including amounts contributed by the Employer pursuant to a salary reduction agreement, which are excludable from the Employee's gross income under a cafeteria plan covered by Code Section 125, a cash or deferred profit-sharing plan under Section 401(k) of the Code, a Simplified Employee Pension Plan under Code Section 402(h)(1)(B ) and a tax-sheltered annuity under Code Section 403(b)],

(b) immediate participation, and

(c) full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more than twenty percent (20%) of the recipient's non-highly compensated work force.

2.8 Thrift Plains If the Employer makes an election in the Adoption Agreement to require Voluntary Contributions to participate in this Plan, the Employer shall notify each eligible Employee in writing of his or her eligibility for participation at least 30 days prior to the appropriate Entry Date. The Employee shall indicate his or her intention to join the Plan by authorizing the Employer to withhold a percentage of his or her Compensation as provided in the Plan. Such authorization shall be returned to the Employer at least 10 days prior to the Employee's Entry Date. The Employee may decline participation by so indicating on the enrollment form or by failure to return the enrollment form to the Employer prior to the Employee's Entry Date. If the Employee declines to participate, such Employee shall be given the opportunity to join the Plan on the next Entry Date. The taking of a Hardship Withdrawal under the provisions of paragraph 6.9 will impact the Participant's ability to make these contributions.

ARTICLE III

EMPLOYER CONTRIBUTIONS

3.1 Amount The Employer intends to make periodic contributions to the Plan in accordance with the formula or formulas selected in the Adoption Agreement. However, the Employer's contribution for any Plan Year shall be subject to the limitations on allocations contained in Article X.

3.2 Expenses And Fees The Employer shall also be authorized to reimburse the Fund for all expenses and fees incurred in the administration of the Plan or Trust/Custodial Account and paid out of the assets of the Fund. Such expenses shall include, but shall not be limited to, fees for professional services, printing and postage. Brokerage commissions may not be reimbursed.

3.3 Responsibility For Contributions Neither the Trustee/Custodian nor the Sponsor shall be required to determine if the Employer has made a contribution or if the amount contributed is in accordance with the Adoption Agreement or the Code. The Employer shall have sole responsibility in this regard. The Trustee/Custodian shall be accountable solely for contributions actually received by it, within the limits of Article XI.

3.4 Return Of Contributions Contributions made to the Fund by the Employer shall be irrevocable except as provided below:

(a) Any contribution forwarded to the Trustee/Custodian because of a mistake of fact, provided that the contribution is returned to the Employer within one year of the contribution.

(b) In the event that the Commissioner of Internal Revenue determines that the Plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that initial qualification by the Employer must be returned to the Employer within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Employer's return for the taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe.

(c) Contributions forwarded to the Trustee/Custodian are presumed to be deductible and are conditioned on their deductibility. Contributions which are determined to not be deductible will be returned to the Employer.

ARTICLE IV

EMPLOYEE CONTRIBUTIONS

4.1 Voluntary Contributions A Participant may make Voluntary Contributions to the Plan established hereunder if so elected in the Adoption Agreement and authorized by the Employer in a uniform and nondiscriminatory manner. Such contributions are subject to the limitations on Annual Additions and are subject to antidiscrimination testing.

4.2 Qualified Voluntary Contributiotzs A Participant may no longer make Qualified Voluntary Contributions to the Plan. Amounts already contributed may remain in the Trust Fund/Custodial Account until distributed to the Participant. Such amounts will be maintained in a separate account which will be nonforfeitable at all times. The account will share in the gains and losses of the Trust in the same manner as described at paragraph 5.4 of the Plan. No part of the Qualified Voluntary Contribution account will be used to purchase life insurance. Subject to Article VIII, Joint and Survivor Annuity Requirements (if applicable), the Participant may withdraw any part of the Qualified Voluntary Contribution account by making a written application to the Plan Administrator.

4.3 Rollover Contribution Unless provided otherwise in the Adoption Agreement, a Participant/Employee may make a Rollover Contribution to any Defined Contribution Plan established hereunder of all or any part of an amount distributed or distributable to him or her from a Qualified Deferred Compensation Plan provided:

(a) the amount distributed to the Participant is deposited to the Plan no later than the sixtieth day after such distribution was received by the Participant,

(b) the amount distributed is not one of a series of substantially equal periodic payments made for the life (or life expectancy) of the Participant or the joint lives (or joint life expectancies) of the Participant and the Participant's Designated Beneficiary, or for a specified period of ten years or more;

(c) the amount distributed is not required under Code Section 401 (a) (9);

(d) if the amount distributed included property such property is rolled over only upon the Trustee/Custodian's approval, or if sold the proceeds of such property may be rolled over,

(e) the amount distributed would otherwise be includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). the amount rolled over does not include any amounts contributed on an after-tax basis by the Participant to the Qualified Deferred Compensation Plan.

In addition, if the Adoption Agreement allows Rollover Contributions, the Plan will also accept any Eligible Rollover Distribution (as defined at paragraph 1.30) directly to the Plan.

Rollover Contributions, which relate to distributions prior to January 1, 1993, must be made in accordance with paragraphs (a) through (f) and additionally meet the requirements of paragraph (g):

The distribution from the Qualified Deferred Compensation Plan constituted the Participant's entire interest in such Plan and was distributed within one taxable year to the Participant:

on account of separation from Service, a Plan termination, or in the case of a profit-sharing or stock bonus plan, a complete discontinuance of contributions under such plan within the meaning of Code Section 402(a)(6)(A), or

(2) in one or more distributions which constitute a qualified lump sum distribution within the meaning of Code Section 402(e)(4)(A), determined without reference to subparagraphs (B) and (H).

Such Rollover Contribution may also be made through an individual retirement account qualified under Code Section 408 where the IRA was used as a conduit from the Qualified Deferred Compensation Plan, the Rollover Contribution is made in accordance with the rules provided under paragraphs (a) through (f) and the Rollover Contribution does not include any regular IRA contributions, or earnings thereon, which the Participant may have made to the IRA. Rollover Contributions, which relate to distributions prior to January 1, 1993, may be made through an IRA in accordance with paragraphs (a) through (g) and additional requirements as provided in the previous sentence. The Trustee/Custodian shall not be held responsible for determining the tax-free status of any Rollover Contribution made under this Plan.

4.4 Transfer Contribution Unless provided otherwise in the Adoption Agreement a Participant/Employee may, subject to the provisions of paragraph 4.5, also arrange for the direct transfer of his or her benefit from a Qualified Deferred Compensation Plan to this Plan. For accounting and record keeping purposes, Transfer Contributions shall be treated in the same manner as Rollover Contributions.

In the event the Employer accepts a Transfer Contribution from a Plan in which the Employee was directing the investments of his or her account, the Employer may continue to permit the Employee to direct his or her investments in accordance with paragraph 13.7 with respect only to such Transfer Contribution. Notwithstanding the above, the Employer may refuse to accept such Transfer Contributions.

4.5 Employer Approval Of Transfer Contributions The Employer maintaining a Safe-Harbor Profit-Sharing Plan in accordance with the provisions of paragraph 8.7, acting in a nondiscriminatory manner, may in its sole discretion refuse to allow Transfer Contributions to its profit-sharing plan, if such contributions are directly or indirectly being transferred from a defined benefit plan, a money purchase pension plan (including a target benefit plan), a stock bonus plan, or another profit-sharing plan which would otherwise provide for a life annuity form of payment to the Participant.

4.6 Elective Deferrals A Participant may enter into a Salary Savings Agreement with the Employer authorizing the Employer to withhold a portion of such Participant's Compensation not to exceed $7,000 per calendar year as adjusted under Code Section 415(d) or, if lesser, the percentage of Compensation specified in the Adoption Agreement and to deposit such amount to the Plan. No Participant shall be permitted to have Elective Deferrals made under this Plan or any other qualified plan maintained by the Employer, during any taxable year, in excess of the dollar limitation contained in Code Section 402(8) in effect at the beginning of such taxable year. Thus, the $7,000 limit may b? reduced if a Participant contributes pre-tax contributions to qualified plans of this or other Employers. Any such contribution shall be credited to the Employee's Salary Savings Account. Unless otherwise specified in the Adoption Agreement, a Participant may amend his or her Salary Savings Agreement to increase, decrease or terminate the percentage upon 30 days written notice to the Employer. If a Participant terminates his or her agreement, such Participant shall not be permitted to put a new Salary Savings Agreement into effect until the first pay period in the next Plan Year, unless otherwise stated in the Adoption Agreement. The Employer may also amend or terminate said agreement on written notice to the Participant. If a Participant has not authorized the Employer to withhold at the maximum rate and desires to increase the total withheld for a Plan Year, such Participant may authorize the Employer upon 30 days notice to withhold a supplemental amount up to 10090 of his or her Compensation for one or more pay periods. In no event may the sum of the amounts withheld under the Salary Savings Agreement plus the supplemental withholding exceed 2590 of a Participant's Compensation for a Plan Year. The Employer may also recharacterize as after-tax Voluntary Contributions all or any portion of amounts previously withheld under any Salary Savings Agreement within the Plan Year as provided for at paragraph 10.9. This may be done to insure that the Plan will meet one of the antidiscrimination tests under Code Section 401(k).

4.7 Required Voluntary Contributions If the Employer makes a thrift election in the Adoption Agreement, each eligible Participant shall be required to make Voluntary Contributions to the Plan for credit to his or her account as provided in the Adoption Agreement. Such Voluntary Contributions shall be withheld from the Employee's Compensation and shall be transmitted by the Employer to the Trustee/Custodian as agreed between the Employer and Trustee/Custodian. A Participant may discontinue participation or change his or her Voluntary Contribution percentage by so advising the Employer at least 10 days prior to the date on which such discontinuance or change is to be effective. If a Participant discontinues his or her Voluntary Contributions, such Participant may not again authorize Voluntary Contributions for a period of one year from the date of discontinuance. A Participant may voluntarily change his or her Voluntary Contribution percentage once during any Plan Year and may also agree to have a reduction in his or her contribution, if required to satisfy the requirements of the ACP test.

4.8 Direct Rollover Of Benefits Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Participant's election under this paragraph, for distributions made on or after January 1, 1993, a Participant may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an* Eligible Retirement Plan specified by the Participant in a Direct Rollover. Any portion of a distribution which is not paid directly to an Eligible Retirement Plan shall be distributed to the Participant. For purposes of this paragraph, a Surviving Spouse or a Spouse or former Spouse who is an alternate payee under a Qualified Domestic Relations Order as defined in Code Section 414(p), will be permitted to elect to have any Eligible Rollover Distribution paid directly to an individual retirement account (IRA) or an individual retirement annuity (IRA).

The plan provisions otherwise applicable to distributions continue to Rollover and apply to Transfer Contributions.

ARTICLE V

PARTICIPANT ACCOUNTS

5.1 Separate Accounts The Employer shall establish a separate bookkeeping account for each Participant showing the total value of his or her interest in the Fund. Each Participant's account shall be separated for bookkeeping purposes into the following sub-accounts:

(a) Employer contributions.

(1) Matching Contributions.

(2) Qualified Matching Contributions.

(3) Qualified Non-Elective Contributions.

(4) Discretionary Contributions.

(5) Elective Deferrals.

(b) Voluntary Contributions (and additional amounts including required contributions and, if applicable, either repayments of loans previously defaulted on and treated as "deemed distributions" on which a tax report has been issued, and amounts paid out upon a separation from service which have been included in income and which are repaid after being re-hired by the Employer).

(c) Qualified Voluntary Contributions (if the Plan previously accepted these).

(d) Rollover Contributions and Transfer Contributions.

5.2 Adjustments To Participant Accounts As of each Valuation Date of the Plan, the Employer shall add to each account:

(a) the Participant's share of the Employer's contribution and forfeitures as determined in the Adoption Agreement,

(b) any Elective Deferrals, Voluntary, Rollover or Transfer Contributions made by the Participant,

(c) any repayment of amounts previously paid out to a Participant upon a separation from Service and repaid by the Participant since the last Valuation Date, and

(d) the Participant's proportionate share of any investment earnings and increase in the fair market value of the Fund since the last Valuation Date, as determined at paragraph 5.4.

The Employer shall deduct from each account:

(e) any withdrawals or payments made from the Participant's account since the last Valuation Date, and

the Participant's proportionate share of any decrease in the fair market value of the Fund since the last Valuation Date, as determined at paragraph 5.4.

5.3 Allocating Employer Coiztributions The Employer's contribution shall be allocated to Participants in accordance with the allocation formula selected by the Employer in the Adoption Agreement, and the minimum contribution and allocation requirements for Top-Heavy Plans. Beginning with the 1990 Plan Year and thereafter, for plans on Standardized Adoption Agreement 001, Participants who are credited with more than 500 Hours of Service or are employed on the last day of the Plan Year must receive a full allocation of Employer contributions. In Nonstandardized Adoption Agreement 004, Employer contributions shall be allocated to the accounts of Participants employed by the Employer on the last day of the Plan Year unless indicated otherwise in the Adoption Agreement. In the case of a nonTop-Heavy, Nonstandardized Plan, Participants must also have completed a Year of Service unless otherwise specified in the Adoption Agreement. For Nonstandardized Adoption Agreement 004, the Employer may only apply the last day of the Plan Year and Year of Service requirements if the Plan satisfies the requirements of Code Sections 401(a)(26) and 410(b) and the regulations thereunder including the exception for 401(k) plans. If, when applying the last day and Year of Service requirements, the Plan fails to satisfy the aforementioned requirements, additional Participants will be eligible to receive an allocation of Employer Contributions until the requirements are satisfied. Participants who are credited with a Year of Service, but not employed at Plan Year end, are the first category of additional Participants eligible to receive an allocation. If the requirements are still not satisfied, Participants credited with more than 500 Hours of Service and employed at Plan Year end are the next category of Participants eligible to receive an allocation. Finally, if necessary to satisfy the said requirements, any Participant credited with more than 500 Hours of Service will be eligible for an allocation of Employer Contributions. The Service requirement is not applicable with respect to any Plan Year during which the Employer's Plan is Top-Heavy.

5.4 Allocating Investment Earnings And Losses A Participant's share of investment earnings and any increase or decrease in the fair market value. of the Fund shall be based on the proportionate value of all active accounts (other than accounts with segregated investments) as of the last Valuation Date minus withdrawals, minus fees, plus/minus transfers, and plus the average balance, as defined by the Plan Administrator, of the current period's contributions and loan payments except for Employer contributions made on an annual basis after the end of the Plan Year since the last Valuation Date. Account balances not yet forfeited shall receive an allocation of earnings and/or losses. Accounts with segregated investments shall receive only the income or loss on such segregated investments.

Alternatively, at the Plan Administrator's option, all Employer contributions will be credited with an allocation of the actual investment earnings and gains and losses from the actual date of deposit of each such contribution until the end of the period. Accounts with segregated investments shall receive only the income or loss on such segregated investments. In no event shall the selection of a method of allocating gains and losses be used to discriminate in favor of the Highly Compensated Employees.

At the Plan Administrator's discretion and if so established in the administrative procedures of the Plan, the Plan Administrator may prescribe the method of allocating investment earnings and gains and losses based on the specific type of investment option available under the Plan. In establishing such an administrative procedure, the Plan Administrator is limited to the two above referenced methods. The earnings allocation method chosen will apply to the type of investment in a uniform manner for all Participants investing in such type of investment under the Plan in a non-discriminatory manner. The investment options must be specified by name, and the corresponding earnings allocation formulas defined in the Plan's administrative procedures, if applicable, or must be designated in an Employer resolution discussing this administrative procedure of the Plan. In no event shall such designation be used to discriminate in favor of the Highly Compensated Employees or be altered more frequently the semi-annually.

5.5 Participant Statements Upon completing the allocations described above for the Valuation Date coinciding with the end of the Plan Year, the Employer shall prepare a statement for each Participant showing the additions to and subtractions from his or her account since the last such statement and the fair market value of his or her account as of the current Valuation Date. Employers so choosing may prepare Participant statements for each Valuation Date.

ARTICLE VI

RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1 Nornial Retirement Benefits A Participant shall be entitled to receive the balance held in his or her account from Employer contributions upon attaining Normal Retirement Age or at such earlier dates as the provisions of this Article VI may allow. If the Participant elects to continue working past his or her Normal Retirement Age, he or she will continue as an active Plan Participant and no distribution shall be made to such Participant until his or her actual retirement date unless the employer elects otherwise in the Adoption Agreement, or a minimum distribution is required by law. Settlement shall be made in the normal form, or if elected, in one of the optional forms of payment provided below.

6.2 Early Retirement Benefits If the Employer so provides in the Adoption Agreement, an Early Retirement Benefit will be available to individuals who meet the age and Service requirements. An individual who meets the Early Retirement Age requirements and separates from Service, will become fully vested, regardless of any vesting schedule which otherwise might apply. If a Participant separates from Service before satisfying the age requirements, but after having satisfied the Service requirement, the Participant will be entitled to elect an Early Retirement benefit upon satisfaction of the age requirement.

6.3 Benefits On Termination Of Employment

(a) If a Participant terminates employment prior to Normal Retirement Age, such Participant shall be entitled to receive the vested balance held in his or her account payable at Normal Retirement Age in the normal form, or if elected, in one of the optional forms of payment provided hereunder. If applicable, the Early Retirement Benefit provisions may be elected. Notwithstanding the preceding sentence, a former Participant may, if allowed in the Adoption Agreement, make application to the Employer requesting early payment of any deferred vested and nonforfeitable benefit due.

(b) If a Participant terminates employment, and the value of that Participant's Vested Account Balance derived from Employer and Employee contributions is not greater than $3,500, nor at the time of any prior distribution exceeded $3,500, the Participant may receive a lump sum distribution of the value of the entire vested portion of such account balance and the non-vested portion will be treated as a forfeiture. The Employer shall continue to follow their consistent policy, as may be established, regarding immediate cash-outs of Vested Account Balances of $3,500 or less. For purposes of this Article, if the value of a Participant's Vested Account Balance is zero, the Participant shall be deemed to have received a distribution of such Vested Account Balance immediately following termination. Likewise, if the Participant . is reemployed prior to incurring 5 consecutive 1-year Breaks in Service they will be deemed to have immediately repaid such distribution. For Plan Years beginning prior to 1989, a Participant's Vested Account Balance shall not include Qualified

Voluntary Contributions. Notwithstanding the above, if the Employer maintains or has maintained a policy of not distributing any amounts until the Participant's Normal Retirement Age, the Employer can continue to uniformly apply such policy.

(c) If a Participant terminates employment with a Vested Account Balance derived from Employer and Employee contributions in excess of $3,500, and elects (with his or her Spouse's consent, if required) to receive 100% of the value of his or her Vested Account Balance in a lump sum, the non-vested portion will be treated as a forfeiture. The Participant (and his or her Spouse, if required) must consent to any distribution, when the Vested Account Balance described above exceeds $3,500 or if at the time of any prior distribution it exceeded $3,500. For purposes of this paragraph, for Plan Years beginning prior to 1989, a Participant's Vested Account Balance shall not include Qualified Voluntary Contributions.

(d) If a Participant who is not 100% vested receives or is deemed to receive a distribution pursuant to this paragraph and resumes employment covered under this Plan, the Participant shall have the right to repay to the Plan the full amount of the distribution attributable to Employer contributions on or before the earlier of the date that the Participant incurs 5 consecutive 1-year Breaks in Service following the date of distribution or five years after the first date on which the Participant is subsequently reemployed. In such event, the Participant's account shall be restored to the value thereof at the time the distribution was made and may further be increased by the Plan's income and investment gains and/or losses on the undistributed amount from the date of distribution to the date of repayment.

(e) A Participant shall also have the option, to postpone payment of his or her Plan benefits until the first day of April following the calendar year in which he or she attains age 70-1/2. Any balance of a Participant's account resulting from his or her Employee contributions not previously withdrawn, if any, may be withdrawn by the Participant immediately following separation from Service.

If a Participant ceases to be an active Employee as a result of a Disability as defined at paragraph 1.21, such Participant shall be able to make an application for a disability retirement benefit payment. The Participant's account balance will be deemed "immediately distributable" as set forth in paragraph 6.4, and will be fully vested pursuant to paragraph 9.2.

6.4 Restrictions On Immediate Distributions

(a) An account balance is immediately distributable if any part of the account balance could be distributed to the Participant (or Surviving Spouse) before the Participant attains (or would have attained if not deceased) the later of the Normal Retirement Age or age 62.

(b) If the value of a Participant's Vested Account Balance derived from Employer and Employee Contributions exceeds (or at the time of any prior distribution exceeded) $3,500, and the account balance is immediately distributable, the Participant and his or her Spouse (or where either the Participant or the Spouse has died, the survivor) must consent to any distribution of such account balance. The consent of the Participant and the Spouse shall be obtained in writing within the 90-day period ending on the annuity starting date, which is the first day of the first period for which an amount is paid as an annuity or any other form. The Plan Administrator shall notify the Participant and the Participant's Spouse of the right to defer any distribution until the Participant's account balance is no longer immediately distributable. Such notification shall include a general description of the material features, and an explanation of the relative values of, the optional forms of benefit available under the plan in a manner that would satisfy the notice requirements of Code Section
417(a)(3), and shall be provided no less than 30 days and no more than 90 days prior to the annuity starting date (unless (e) below applies).

(c) Notwithstanding the foregoing, only the Participant need consent to the commencement of a distribution in the form of a qualified Joint and Survivor Annuity while the account balance is immediately distributable. Furthermore, if payment in the form of a Qualified Joint and Survivor Annuity is not required with respect to the Participant pursuant to paragraph 8.7 of the Plan, only the Participant need consent to the distribution of an account balance that is immediately distributable. Neither the consent of the Participant nor the Participant's Spouse shall be required to the extent that a distribution is required to satisfy Code
Section 401(a)(9) or Code Section 415. In addition, upon termination of this Plan if the Plan does not offer an annuity option (purchased from a commercial provider), the Participant's account balance may, without the Participant's consent, be distributed to the Participant or transferred to another Defined Contribution Plan [other than an employee stock ownership plan as defined in Code Section 4975(e)(7)] within the same controlled group.

(d) For purposes of determining the applicability of the foregoing consent requirements to distributions made before the first day of the first Plan Year beginning after 1988, the Participant's Vested Account Balance shall not include amounts attributable to Qualified Voluntary Contributions.

(e) In a profit-sharing plan in which distributions under Code Sections 401(a)(11) and 417 do not apply, such distributions may commence less than 30 days after the notice required under Regulations Section 1.411(a)-ll(c) is given. In a plan in which distributions under Code Sections 401(a)(11) and 417 do apply, such distributions may commence at any time more than seven days after required notices have been provided. In order for distributions under this section 6.4(e) to be allowed, the following must occur:

(1) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and

(2) the Participant, after receiving the notice, affirmatively elects a distribution with spousal consent, if applicable.

6.5 Normal Form Of Payment The normal form of payment for a profitsharing plan satisfying the requirements of paragraph 8.7 hereof shall be a lump sum with no option for annuity payments. For all other plans, the normal form of payment hereunder shall be a Qualified Joint and Survivor Annuity as provided under Article VIII. A Participant whose Vested Account Balance derived from Employer and Employee contributions exceeds $3,500, or if at the time of any prior distribution it exceeded $3,500, shall (with the consent of his or her Spouse) have the right to receive his or her benefit in a lump sum or in monthly, quarterly, semiannual or annual payments from the Fund over any period not extending beyond the life expectancy of the Participant and his or her Beneficiary. For purposes of this paragraph, for Plan Years prior to 1989, a Participant's Vested Account Balance shall not include Qualified Voluntary Contributions. The normal form of payment shall be automatic, unless the Participant files a written request with the Employer prior to the date on which the benefit is automatically payable, electing a lump sum or installment payment option. No amendment to the Plan may eliminate one of the optional distribution forms listed above.

6.6 Commencement Of Benefits

(a) Unless the Participant elects otherwise, distribution of benefits will begin no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs:

(1) the Participant attains age 65 (or normal retirement age if earlier),

(2) the 10th anniversary of the year in which the Participant commenced participation in the Plan, or

(3) the Participant terminates Service with the Employer.

(b) Notwithstanding the foregoing, the failure of a Participant and Spouse (if necessary) to consent to a distribution while a benefit is immediately distributable, within the meaning of paragraph 6.4 hereof, shall be deemed an election to defer commencement of payment of any benefit sufficient to satisfy this paragraph.

6.7 Claims Procedures Upon retirement, death, or other severance of employment, the Participant or his or her representative may make application to the Employer requesting payment of benefits due and the manner of payment. If no application for benefits is made, the Employer shall automatically pay any vested benefit due hereunder in the normal form at the time prescribed at paragraph 6.4. If an application for benefits is made, the Employer shall accept, reject, or modify such request and shall notify the Participant in writing setting forth the response of the Employer and in the case of a denial or modification the Employer shall:

(a) state the specific reason or reasons for the denial,

(b) provide specific reference to pertinent Plan provisions on which. the denial is based,

(c) provide a description of any additional material or information necessary for the Participant or his representative to perfect the claim and an explanation of why such material or information is necessary, and

(d) explain the Plan's claim review procedure as contained in this Plan.

In the event the request is rejected or modified, the Participant or his or her representative may within 60 days following receipt by the Participant or representative of such rejection or modification, submit a written request for review by the Employer of its initial decision. Within 60 days following such request for review, the Employer shall render its final decision in writing to the Participant or representative stating specific reasons for such decision. If the Participant or representative is not satisfied with the Employer's final decision, the Participant or representative can institute an action in a federal court of competent jurisdiction; for this purpose, process would be served on the Employer.

6.8 In-Service Witladrafvals An Employee may withdraw all or any part of the fair market value of his or her Mandatory Contributions, Voluntary Contributions, Qualified Voluntary Contributions or Rollover Contributions, upon written request to the Employer. Transfer Contributions, which originate from a Plan meeting the safe-harbor provisions of paragraph 8.7, may also be withdrawn by an Employee upon written request to the Employer. Transfer Contributions not meeting the safeharbor provisions may only be withdrawn upon retirement, death, Disability, termination or termination of the Plan, and will be subject to Spousal consent requirements contained in Code Sections 411(a)(I1) and 417. No such withdrawals are permitted from a money purchase plan until the participant reaches Normal Retirement Age. Such request shall include the Participant's address, social security number, birthdate, and amount of the withdrawal. If at the time a distribution of Qualified Voluntary Contributions is received the Participant has not attained age 591/2 and is not disabled, as defined at Code
Section 22(e)(3), the Participant will be subject to a federal income tax penalty, unless the distribution is rolled over to a qualified plan or individual retirement plan within 60 days of the date of distribution. A Participant may withdraw all or any part of the fair market value of his or her pre-1987 Voluntary Contributions with or without withdrawing the earnings attributable thereto. Post-1'986 Voluntary Contributions may only be withdrawn along with a portion of the earnings thereon. The amount of the earnings to be withdrawn is determined by using the formula: DA[ 1-(V _ V + E)], where DA is the distribution amount, V is the amount of Voluntary Contributions and V + E is the amount of Voluntary Contributions plus the earnings attributable thereto. A Participant withdrawing his or her other contributions prior to attaining age 59-1/2, will be subject to a federal tax penalty to the extent that the withdrawn

amounts are includible in income. [Unless the Employer provides otherwise in the Adoption Agreement, any Participant in a profit-sharing plan may withdraw all or any part of the vested fair market value of any of such contributions, plus the investment earnings thereon, after attaining age 59-1/2 without separation from Service.] Such distributions shall not be eligible for redeposit to. the Fund. A withdrawal under this paragraph shall not prohibit such Participant from sharing in any future Employer Contribution he or she would otherwise be eligible to share in. A request to withdraw amounts pursuant to this paragraph must if applicable, be consented to by the Participant's Spouse. The consent shall comply with the requirements of paragraph 6.4 relating to immediate distributions.

Elective Deferrals, Qualified Non-elective Contributions, and Qualified Matching Contributions, and income allocable to each are not distributable to a Participant or his or her Beneficiary or Beneficiaries, in accordance with such Participant's or Beneficiary's or Beneficiaries' election, earlier than upon separation from Service, death, or Disability. Such amounts may also be distributed upon:

(a) Termination of the Plan without the establishment of another Defined Contribution Plan.

(b) The disposition by a corporation to an unrelated corporation of substantially all of the assets [within the meaning of Code Section
409(d)(2)] used in a trade or business of such corporation if such corporation continues to maintain this Plan after the disposition, but only with respect to Employees who continue employment with the corporation acquiring such assets.

(c) The disposition by a corporation to an unrelated entity of such corporation's interest in a subsidiary [within the meaning of Code
Section 409(d)(3)] if such corporation continues to maintain this plan, but only with respect to Employees who continue employment with such subsidiary.

(d) The attainment of age 59-1/2.

(e) The Hardship of the Participant as described in paragraph 6.9.

All distributions that may be made pursuant to one or more of the foregoing distributable events are subject to the Spousal and Participant consent requirements, if applicable, contained in Code Sections 401(a)(11) and 417.

6.9 Hardship Withdrawal If permitted by the Employer in the Adoption Agreement, a Participant may request a Hardship withdrawal prior to attaining age 59-1/2. If the Participant has not attained age 59-1/2, the Participant may be subject to a federal income tax penalty. Such request shall be in writing to the Employer who shall have sole authority to authorize a Hardship withdrawal, pursuant to the rules below. Hardship withdrawals may include Elective Deferrals regardless of when contributed and any earnings accrued and credited thereon as of the last day of the Plan Year ending before July 1, 1989 and Employer related contributions, including but not limited to Employer, Matching Contributions, plus the investment earnings thereon to the extent vested. Qualified Matching Contributions, Qualified Non-Elective Contributions and Elective Deferrals reclassified as Voluntary

Contributions plus the investment earnings thereon are only available for Hardship withdrawal prior to age 59-1/2 to the extent that they were credited to the Participant's Account as of the last day of the Plan Year ending prior to July 1, 1989. The Plan Administrator may limit withdrawals to Elective Deferrals and the earnings thereon as stipulated above. Hardship withdrawals are subject to the Spousal consent requirements contained in Code Sections 401(a)(11) and
417. Only the following reasons are valid to obtain Hardship withdrawal:

(a) medical expenses [within the meaning of Code Section 213(d)], incurred or necessary for the medical care of the Participant, his or her Spouse, children and other dependents,

(b) the purchase (excluding mortgage payments) of the principal residence for the Participant,

(c) payment of tuition and related educational expenses for the next twelve (12) months of post-secondary education for the Participant, his or her Spouse, children or other dependents, or

(d) the need to prevent eviction of the Employee from or a foreclosure on the mortgage of, the Employee's principal residence.

Furthermore, the following conditions must be met in order for a withdrawal to be authorized:

(e) the Participant has obtained all distributions, other than hardship distributions, and all nontaxable loans under all plans maintained by the Employer,

(f) all plans maintained by the Employer, other than flexible benefit plans under - Code Section 125 providing for current benefits, provide that the Employee's Elective Deferrals and Voluntary Contributions will be suspended for twelve months after the receipt of the Hardship distribution,

the distribution is not in excess of the amount of the immediate and heavy financial need [(a) through (d) above], including amounts necessary to pay any federal, state or local income tax or penalties reasonably anticipated to result from the distribution, and

(h) all plans maintained by the Employer provide that an Employee may not make Elective Deferrals for the Employee's taxable year immediately following the taxable year of the Hardship distribution in excess of the applicable limit under Code Section 402(g) for such taxable year, less the amount of such Employee's pre-tax contributions for the taxable year of the Hardship distribution.

If a distribution is made at a time when a Participant has a nonforfeitable right to less than 100% of the account balance derived from Employer contributions and the Participant may increase the nonforfeitable percentage in the account:

(a) A separate account will be established for the Participant's interest in the Plan as of the time of the distribution, and

(b) At any relevant time the Participant's nonforfeitable portion of the separate account will be equal to an amount ("X") determined by the formula:

X=P [AB +D] -D

For purposes of applying the formula: "P" is the nonforfeitable percentage at the relevant time, "AB" is the account balance at the relevant time, and "D" is the amount of the distribution.

ARTICLE VII

DISTRIBUTION REQUIREMENTS

7.1 Joint And Survivor Annuity Requirements All distributions made under the terms of this Plan must comply with the provisions of Article VIII including, if applicable, the safe harbor provisions thereunder.

7.2 Minimum Distribution Requirements All distributions required under this Article shall be determined and made in accordance with the minimum distribution requirements of Code Section 401(a)(9) and the regulations thereunder, including the minimum distribution incidental benefit rules found at Regulations Section 1.401(a)(9)-2. The entire interest of a Participant must be distributed or begin to be distributed no later than the Participant's Required Beginning Date. Life expectancy and joint and last survivor life expectancy are computed by using the expected return multiples found in Tables V and VI of Regulations Section 1.72-9.

7.3 Limits On Distribution Periods As of the First Distribution Calendar Year, distributions if not made in a single-sum, may only be made over one of the following periods (or a combination thereof):

(a) the life of the Participant,

(b) the life of the Participant and a Designated Beneficiary,

(c) a period certain not extending beyond the life expectancy of the participant, or

(d) a period certain not extending beyond the joint and last survivor expectancy of the Participant and a designated beneficiary.

7.4 Required Distributions On Or After The Required Beginning Date

(a) If a participant's benefit is to be distributed over (1) a period not extending beyond the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and the Participant's Designated Beneficiary or (2) a period not extending beyond the life expectancy of the Designated Beneficiary, the amount required to be distributed for each calendar year, beginning with distributions for the First Distribution Calendar Year, must at least equal the quotient obtained by dividing the Participant's benefit by the Applicable Life Expectancy.

(b) For calendar years beginning before 1989, if the Participant's Spouse is not the Designated Beneficiary, the method of distribution selected must have assured that at least 50% of the Present Value of the amount available for distribution was to be paid within the life expectancy of the Participant.

(c) For calendar years after 1988, the amount to be . beginning distributed each year, beginning with distributions for the First Distribution Calendar Year shall not be less than the quotient obtained by dividing the Participant's benefit by the lesser of (1) the Applicable Life Expectancy or (2) if the Participant's Spouse is not the Designated Beneficiary, the applicable divisor determined from the table set forth in Q&A-4 of Regulations Section 1.401(a)(9)-2. Distributions after the death of the Participant shall be distributed using the Applicable Life Expectancy as the relevant divisor without regard to Regulations Section 1.401(a)(9)-2.

(d) The minimum distribution required for the Participant's First Distribution Calendar Year must be made on or before the Participant's Required Beginning Date. The minimum distribution for other calendar years, including the minimum distribution for the Distribution Calendar Year in which the Participant's Required Beginning Date occurs, must be made on or before December 31 of that Distribution Calendar Year.

(e) If the Participant's benefit is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Code Section 401(a)(9) and the Regulations thereunder.

(f) For purposes of determining the amount of the required distribution for each Distribution Calendar Year, the account balance to be used is the account balance determined as of the last valuation preceding the Distribution Calendar Year. This balance will be increased by the amount of any contributions or forfeitures allocated to the account balance after the valuation date in such preceding calendar year. Such balance will also be decreased by distributions made after the Valuation Date in such preceding Calendar Year.

(g) For purposes of subparagraph 7.4(f), if any portion of the minimum distribution for the First Distribution Calendar Year is made in the second Distribution Calendar Year on or before the Required Beginning Date, the amount of the minimum distribution made in the second Distribution Calendar Year shall be treated as if it had been made in the immediately preceding Distribution Calendar Year.

7.5 Required Beginning Date

(a) General Rule. The Required Beginning Date of a Participant is the first day of April of the calendar year following the calendar year in which the Participant attains age 70-1/2.

(b) Transitional Rules. The Required Beginning Date of a Participant who attains age 70-1/2 before 1988, shall be determined in accordance with (1) or (2) below:

(1) Non-5-percent owners. The Required Beginning Date of a Participant who is not a 5-percent owner is the first day of April of the calendar year following the calendar year in which the later of retirement or attainment of age 70-1/2 occurs. In the case of a Participant who is not a 5-percent owner who attains age 70-1/2 during 1988 and who has not retired as of January 1, 1989, the Required Beginning Date is April 1, 1990.

(2) 5-percent owners. The Required Beginning Date of a Participant who is a 5-percent owner during any year beginning after 1979, is the first day of April following the later of:

(i) the calendar year in which the Participant attains age 70-1/2, or

(ii) the earlier of the calendar year with or within which ends the plan year in which the Participant becomes a 5percent owner, or the calendar year in which the Participant retires.

(c) A Participant is treated as a 5-percent owner for purposes of this Paragraph if such Participant is a 5-percent owner as defined in Code
Section 416(1) (determined in accordance with Code Section 416 but without regard to whether the Plan is Top-Heavy) at any time during the Plan Year ending with or within the calendar year in which such Owner attains age 66-1/2 or any subsequent Plan Year.

(d) Once distributions have begun to a 5-percent owner under this paragraph, they must continue to be distributed, even if the Participant ceases to be a 5-percent owner in a subsequent year.