Exhibit 10.186

                                                                  EXECUTION COPY
                                                           (Depositor to Issuer)

                                 SALE AGREEMENT

            This SALE AGREEMENT  (this  "Agreement"),  dated as of September 15,
2007 is by and  among  BRF  Corporation  2007-A,  a  Delaware  corporation  (the
"Depositor"),  and BXG Receivables  Note Trust 2007-A,  a statutory trust formed
under the laws of the State of Delaware  (the  "Issuer"),  and their  respective
permitted successors and assigns.

                              W I T N E S S E T H:

            WHEREAS,  on the Closing Date, (i) the Depositor intends to sell and
the Issuer intends to purchase the Initial  Timeshare Loans and the Closing Date
Eligible  Investments,  and (ii) the Issuer  intends to pledge the Trust  Estate
(including  all Subsequent  Timeshare  Loans acquired by the Issuer from time to
time) to U.S. Bank National  Association,  a national  banking  association,  as
Indenture Trustee (the "Indenture Trustee"),  pursuant to an indenture, dated as
of  September  15, 2007 (the  "Indenture"),  by and among the Issuer,  Bluegreen
Corporation ("Bluegreen" or the "Club Originator"), a Massachusetts corporation,
in its capacity as Servicer (the  "Servicer"),  Vacation Trust,  Inc., a Florida
corporation,  as Club Trustee (the "Club Trustee") and the Indenture Trustee, to
secure the Issuer's 5.828% Timeshare  Loan-Backed Notes, Series 2007-A, Class A,
6.474% Timeshare  Loan-Backed  Notes,  Series 2007-A,  Class B, 7.463% Timeshare
Loan-Backed Notes, Series 2007-A,  Class C, 7.611% Timeshare  Loan-Backed Notes,
Series 2007-A, Class D, 8.283% Timeshare Loan-Backed Notes, Series 2007-A, Class
E,  9.680%  Timeshare  Loan-Backed  Notes,  Series  2007-A,  Class F and 11.149%
Timeshare Loan-Backed Notes, Series 2007-A, Class G (collectively, the "Notes");

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

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

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

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

<PAGE>

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

                  Acquisition  of  Timeshare  Loans and  Closing  Date  Eligible
Investments.

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

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


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<PAGE>

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

      (iii)  Closing Date Eligible  Investments.  On the Closing Date, in return
for an amount equal to the sum of the Prefunding Account Initial Deposit and the
Capitalized   Interest  Account  Initial  Deposit,  the  Depositor  does  hereby
transfer,  assign,  sell and grant to the Issuer,  without  recourse  (except as
provided  in  Section 6 and  Section 8 hereof),  any and all of the  Depositor's
right,  title and interest in and to the Closing Date Eligible  Investments (the
property in Section 2(a)(i), 2(a)(ii) and this Section 2(a)(iii), the "Assets").
The Depositor  shall not take any action  inconsistent  with such  ownership nor
claim any  ownership  interest in any Closing Date Eligible  Investment  for any
purpose  whatsoever  other than for federal and state income tax  reporting,  if
applicable.

                  Delivery of Timeshare Loan  Documents.  In connection with the
sale, transfer,  assignment and conveyance of any Timeshare Loan hereunder,  the
Issuer hereby  directs the Depositor and the Depositor  hereby agrees to deliver
or cause to be  delivered,  on the  Closing  Date (with  respect to any  Initial
Timeshare  Loan), at least five Business Days prior to each Transfer Date during
the Prefunding Period (with respect to any Subsequent  Timeshare Loan) and on or
within five Business Days from each Transfer Date (with respect to any Qualified
Substitute  Timeshare  Loan),  as  applicable,  to  the  Custodian  all  related
Timeshare  Loan Files and to the Servicer all related  Timeshare  Loan Servicing
Files.

                  Collections.  The  Depositor  shall  deposit  or  cause  to be
deposited  all  collections  in respect of the Timeshare  Loans  received by the
Depositor  or its  Affiliates  after the  related  Cut-Off  Date in the  Lockbox
Account and, with respect to Credit Card Timeshare Loans, direct each applicable
credit  card  vendor to deposit  all  payments  in respect of such  Credit  Card
Timeshare  Loans to the Credit Card  Account  (net of the  Servicer  Credit Card
Processing Costs).

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


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<PAGE>

                  Intended  Characterization;  Grant of Security Interest. It is
the  intention  of the  parties  hereto that each  transfer of the Closing  Date
Eligible Investments and Timeshare Loans to be made pursuant to the terms hereof
shall constitute a sale by the Depositor to the Issuer and not a loan secured by
the Closing Date Eligible  Investments  and the Timeshare  Loans.  In the event,
however,  that a court  of  competent  jurisdiction  were to hold  that any such
transfer  constitutes  a loan and not a sale, it is the intention of the parties
hereto that the  Depositor  shall be deemed to have  granted to the Issuer as of
the date  hereof a first  priority  perfected  security  interest  in all of the
Depositor's  right,  title and interest in, to and under the Assets specified in
Section  2 hereof  and the  proceeds  thereof  and  that  with  respect  to such
transfer,  this Agreement shall constitute a security agreement under applicable
law. In the event of the  characterization  of any such transfer as a loan,  the
amount of interest  payable or paid with respect to such loan under the terms of
this Agreement  shall be limited to an amount which shall not exceed the maximum
non-usurious  rate  of  interest  allowed  by the  applicable  state  law or any
applicable  law of the United States  permitting a higher  maximum  non-usurious
rate that preempts such applicable state law, which could lawfully be contracted
for,  charged or received (the "Highest Lawful Rate").  In the event any payment
of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto
stipulate  that (a) to the extent  possible  given the term of such  loan,  such
excess amount previously paid or to be paid with respect to such loan be applied
to reduce  the  principal  balance  of such  loan,  and the  provisions  thereof
immediately be deemed reformed and the amounts thereafter collectible thereunder
reduced,  without the necessity of the  execution of any new document,  so as to
comply with the then  applicable  law,  but so as to permit the  recovery of the
fullest  amount  otherwise  called for thereunder and (b) to the extent that the
reduction of the principal balance of, and the amounts  collectible  under, such
loan and the reformation of the provisions  thereof described in the immediately
preceding  clause (a) is not possible  given the term of such loan,  such excess
amount will be deemed to have been paid with respect to such loan as a result of
an error and upon  discovery  of such error or upon notice  thereof by any party
hereto such amount shall be refunded by the recipient thereof.

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

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

                  Conditions  Precedent to  Acquisition  of Timeshare  Loans and
Closing Date Eligible  Investments by the Issuer.  The obligations of the Issuer
to purchase any Timeshare Loans and Closing Date Eligible Investments  hereunder
shall be subject to the satisfaction of the following conditions:


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<PAGE>

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

                  On or prior to the Closing Date or a Transfer  Date (or,  with
respect to Qualified Substitute Timeshare Loans, as provided for in Section 6(g)
hereof), as applicable,  the Depositor shall have delivered or shall have caused
the delivery of (i) the related  Timeshare  Loan Files to the  Custodian and the
Custodian shall have delivered a Custodian's  Certification therefor pursuant to
the  Custodial  Agreement  and (ii) the Timeshare  Loan  Servicing  Files to the
Servicer.

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

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

                  The Notes  shall be issued and sold on the Closing  Date,  the
Issuer  shall  receive the full  consideration  due it upon the  issuance of the
Notes,  and the Issuer  shall have  applied  such  consideration,  to the extent
necessary,  to pay  the  Timeshare  Loan  Acquisition  Price  for  each  Initial
Timeshare Loan and to pay for the Closing Date Eligible Investments.

                  With respect to Subsequent  Timeshare  Loans, the Issuer shall
apply funds from the Prefunding  Account,  to the extent  necessary,  to pay the
Depositor the Timeshare Loan  Acquisition  Price for each  Subsequent  Timeshare
Loan.

                  Each  Subsequent  Timeshare  Loan  conveyed on a Transfer Date
shall be an Eligible Timeshare Loan and each of the conditions herein and in the
Indenture  for the  purchase  of  Subsequent  Timeshare  Loans  shall  have been
satisfied.

                  Each Qualified Substitute Timeshare Loan replacing a Timeshare
Loan  shall  satisfy  each  of  the  criteria  specified  in the  definition  of
"Qualified  Substitute  Timeshare Loan" and each of the conditions herein and in
the Indenture for substitution of Timeshare Loans shall have been satisfied.

                  The Issuer shall have  received  such other  certificates  and
opinions as it shall reasonably request.


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<PAGE>

                  Representations  and Warranties  and Certain  Covenants of the
Depositor.

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

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

                  (ii)  Possession  of Licenses,  Certificates,  Franchises  and
      Permits. It holds, and at all times during the term of this Agreement will
      hold, all material licenses, certificates, franchises and permits from all
      governmental  authorities  necessary for the conduct of its business,  and
      has received no notice of  proceedings  relating to the  revocation of any
      such  license,  certificate,  franchise or permit,  which singly or in the
      aggregate,  if the subject of an unfavorable decision,  ruling or finding,
      would   materially  and  adversely  affect  its  ability  to  perform  its
      obligations  under this  Agreement  or any other  Transaction  Document to
      which it is a party or under the  transactions  contemplated  hereunder or
      thereunder or the validity or enforceability of any Timeshare Loans.

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

                  (iv) Authorization,  Execution and Delivery Valid and Binding.
      This  Agreement  and  all  other  Transaction  Documents  and  instruments
      required or  contemplated  hereby to be executed and  delivered by it have
      been duly authorized,  executed and delivered by it and,  assuming the due
      execution and delivery by, the other party or parties  hereto and thereto,
      constitute legal, valid and binding agreements  enforceable  against it in
      accordance with their respective terms subject,  as to enforceability,  to
      bankruptcy,   insolvency,   reorganization,    liquidation,   dissolution,
      moratorium and other similar  applicable laws affecting the enforceability
      of creditors' rights generally  applicable in the event of the bankruptcy,
      insolvency, reorganization,  liquidation or dissolution, as applicable, of
      it and to  general  principles  of  equity,


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<PAGE>

      regardless  of  whether  such  enforceability  shall  be  considered  in a
      proceeding  in  equity  or at  law.  This  Agreement  constitutes  a valid
      transfer of its interest in the  Timeshare  Loans to the Issuer or, in the
      event of the  characterization  of any such transfer as a loan,  the valid
      creation of a first priority perfected security interest in such Timeshare
      Loans in favor of the Issuer.

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

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

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


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<PAGE>

indenture,  or with  respect  to any  such  order of any  court,  administrative
agency, arbitrator or governmental body.

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

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

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

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

                  (xii) Employee Benefit Plan Liability.  As of the Closing Date
      and  each  Transfer  Date,  as  applicable,  (i) no  "accumulated  funding
      deficiency" (as such term is defined under ERISA and the Code), whether or
      not waived, exists with respect to any "employee pension benefit plan" (as
      such term is defined under ERISA) sponsored,  maintained or contributed to
      by it or any of its  Affiliates,  and,  to its  Knowledge,  no  event  has
      occurred or circumstance  exists that may result in an accumulated funding
      deficiency  as of the last day of the current  plan year of any such plan;
      (ii) it and each of its  Affiliates  has made all  contributions  required
      under each  multiemployer  plan (as such term is


                                       8
<PAGE>

      defined  under ERISA) (a  "Multiemployer  Plan") to which it or any of its
      Affiliates   contributes   or  in  which  it  or  any  of  its  Affiliates
      participates (a "Depositor  Multiemployer Plan"); and (iii) neither it nor
      any of its  Affiliates  has  withdrawn  from any  Multiemployer  Plan with
      respect to which there is any outstanding liability and, to its Knowledge,
      no event has occurred or  circumstance  exists that presents a risk of the
      occurrence  of  any  withdrawal  from,  or  the  partition,   termination,
      reorganization  or insolvency  of, any Depositor  Multiemployer  Plan that
      could result in any liability to it.

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

                  (xiv) Place of Business.  The principal  place of business and
      chief  executive  office where it keeps its records  concerning  Timeshare
      Loans will be 4950 Communication  Avenue,  Suite 900, Boca Raton,  Florida
      33431 (or such other place specified by it by written notice to the Issuer
      and the Indenture  Trustee).  It is a corporation formed under the laws of
      the State of Delaware.

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

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

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

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


                                       9
<PAGE>

            The Club is not taxable as an  association,  corporation or business
            trust under federal law or the laws of the State of Florida;

                        (C) The  Club  Trustee  is a  corporation  duly  formed,
            validly existing and in good standing under the laws of the State of
            Florida. As of the Closing Date, the Club Trustee is qualified to do
            business as a foreign  corporation and is in good standing under the
            laws of the state of Tennessee.  As of each Transfer  Date, the Club
            Trustee  will  be  duly  qualified  to  do  business  as  a  foreign
            corporation  and  will be in good  standing  under  the laws of each
            jurisdiction it is required by law to be. The Club Trustee is not an
            affiliate  of the  Servicer  for  purposes of Chapter  721,  Florida
            Statutes and is in compliance with the  requirements of such Chapter
            721 requiring that it be independent of the Servicer;

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

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

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

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

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


                                       10
<PAGE>

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

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

                        (K) Bluegreen  Vacation Club,  Inc. is a  not-for-profit
            corporation duly formed, validly existing and in good standing under
            the laws of the State of Florida;

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

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

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

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

                  In  consideration  of  Sections  5(b) and (c)  above,  (i) the
Depositor  hereby  makes the  representations  and  warranties  relating  to the
Timeshare Loans contained in Schedule


                                       11
<PAGE>

I hereto for the benefit of the Issuer and the Indenture Trustee for the benefit
of the  Noteholders  as of the  Closing  Date  (with  respect  to  each  Initial
Timeshare  Loan  transferred  on the Closing  Date) and as of each Transfer Date
(with  respect  to  each  Subsequent  Timeshare  Loan  or  Qualified  Substitute
Timeshare Loan  transferred on such Transfer Date), as applicable,  and (ii) the
Depositor  hereby  represents  and  warrants  that each  Closing  Date  Eligible
Investment  is an  Eligible  Investment  for the  benefit  of the Issuer and the
Indenture Trustee for the benefit of the Noteholders as of the Closing Date.

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

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

                  Repurchases and Substitutions.

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


                                       12
<PAGE>

representations  and  warranties  in  Section  5  hereof  which  materially  and
adversely  affects  the value of a  Timeshare  Loan or a Closing  Date  Eligible
Investment  or the  interests  of the Issuer or any  subsequent  assignee of the
Issuer  (including  the  Indenture  Trustee  on  behalf of the  Noteholders)  in
accordance with the provisions of the Transfer  Agreement and Bluegreen Purchase
Agreement, as applicable.

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

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

                  Payment  of  Repurchase  Prices  and  Substitution   Shortfall
Amounts.  The Issuer hereby directs and the Depositor  hereby agrees to remit or
cause  to  be  remitted  all  amounts  in  respect  of  Repurchase   Prices  and
Substitution  Shortfall  Amounts  payable  during  the  related  Due  Period  in
immediately  available  funds to the  Indenture  Trustee to be  deposited in the


                                       13
<PAGE>

Collection Account on the Business Day immediately preceding the related Payment
Date for such Due Period in accordance with the provisions of the Indenture.  In
the event that more than one  Timeshare  Loan is  replaced  pursuant to Sections
6(a), (b) or (c) hereof on any Transfer Date, the Substitution Shortfall Amounts
and  the  Loan  Balances  of  Qualified  Substitute  Timeshare  Loans  shall  be
calculated  on an aggregate  basis for all  substitutions  made on such Transfer
Date.

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

                  Qualified Substitute Timeshare Loans. Pursuant to Section 6(g)
hereof,  on the  related  Transfer  Date,  the  Issuer  hereby  directs  and the
Depositor  hereby  agrees to deliver or to cause the  delivery of the  Timeshare
Loan Files relating to the Qualified Substitute Timeshare Loans to the Indenture
Trustee or to the  Custodian,  at the  direction of the  Indenture  Trustee,  in
accordance with the provisions of the Indenture and the Custodial Agreement.  As
of such related Transfer Date, the Depositor does hereby transfer,  assign, sell
and grant to the Issuer,  without  recourse (except as provided in Section 6 and
Section 8 hereof),  any and all of the Depositor's  right, title and interest in
and to (i) each  Qualified  Substitute  Timeshare Loan conveyed to the Issuer on
such Transfer Date, (ii) the Receivables in respect of the Qualified  Substitute
Timeshare Loans due after the related Cut-Off Date, (iii) the related  Timeshare
Loan  Documents  (excluding  any  rights as  developer  or  declarant  under the
Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare
Program  Governing  Documents),  (iv) all  Related  Security  in respect of such
Qualified  Substitute  Timeshare Loans, (v) the Depositor's  rights and remedies
under  the  Bluegreen  Purchase  Agreement,  the  Transfer  Agreement  and  this
Agreement,  as the  case  may be,  with  respect  to such  Qualified  Substitute
Timeshare Loan, and (vi) all income,  payments,  proceeds and other benefits and
rights  related to any of the  foregoing.  Upon such sale, the ownership of each
Qualified Substitute  Timeshare Loan and all collections  allocable to principal
and  interest  thereon  after the related  Cut-Off  Date and all other  property
interests or rights  conveyed  pursuant to and  referenced  in this Section 6(f)
shall immediately vest in the Issuer, its successors and assigns.  The Depositor
shall  not take any  action  inconsistent  with  such  ownership  nor  claim any
ownership  interest in any Qualified  Substitute  Timeshare Loan for any purpose
whatsoever other than consolidated  federal and state income tax reporting.  The
Depositor agrees that such Qualified Substitute Timeshare Loans shall be subject
to the provisions of this Agreement and shall  thereafter be deemed a "Timeshare
Loan" for the purposes of this Agreement.

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


                                       14
<PAGE>

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

                  Release.  In  connection  with  any  repurchase,  purchase  or
substitution of one or more Timeshare Loans contemplated by this Section 6, upon
satisfaction  of the conditions  contained in this Section 6, the Issuer and the
Indenture  Trustee  shall  execute and deliver or shall cause the  execution and
delivery of such releases and instruments of transfer or assignment presented to
it by the Depositor,  in each case,  without recourse,  as shall be necessary to
vest in the Depositor or its designee the legal and beneficial ownership of such
Timeshare  Loans;  provided,  however,  that with  respect  to any  release of a
Timeshare Loan that is substituted by a Qualified Substitute Timeshare Loan, the
Issuer and the  Indenture  Trustee  shall not  execute  and deliver or cause the
execution  and  delivery  of  such  releases  and  instruments  of  transfer  or
assignment  until the Indenture  Trustee and the Servicer  receive a Custodian's
Certification for such Qualified  Substitute  Timeshare Loan. The Issuer and the
Indenture  Trustee  shall cause the  Custodian to release the related  Timeshare
Loan Files to the  Depositor  or its  designee  and the  Servicer to release the
related  Timeshare  Loan  Servicing  Files  to the  Depositor  or its  designee;
provided,  however,  that with respect to any  Timeshare  Loan File or Timeshare
Loan Servicing  File related to a Timeshare Loan that has been  substituted by a
Qualified  Substitute Timeshare Loan, the Issuer and the Indenture Trustee shall
not cause the Custodian and the Servicer to release the related  Timeshare  Loan
File and the Timeshare Loan Servicing  File,  respectively,  until the Indenture
Trustee and the Servicer receive a Custodian's  Certification for such Qualified
Substitute Timeshare Loan.

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

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

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

                  It shall  preserve and maintain its  existence  (corporate  or
otherwise),  rights,  franchises  and  privileges  in  the  jurisdiction  of its
organization  and except where the failure to so preserve and maintain  will not
have a material  adverse  effect on its  business  or its ability to perform its
obligations under this Agreement or any other  Transaction  Document to which it
is a


                                       15
<PAGE>

party or under the  transactions  contemplated  hereunder or  thereunder  or the
validity or  enforceability  of the Timeshare Loans or the Closing Date Eligible
Investments.

                  On the Closing Date and each Transfer Date, as applicable,  it
shall indicate in its and its Affiliates'  computer files and other records that
each Timeshare  Loan and each Closing Date Eligible  Investment has been sold to
the Issuer.

                  It shall respond to any inquiries with respect to ownership of
a  Timeshare  Loan or Closing  Date  Eligible  Investment  by stating  that such
Timeshare  Loan or Closing Date Eligible  Investment has been sold to the Issuer
and that the Issuer is the owner of such Timeshare Loan or Closing Date Eligible
Investment.

                  On or prior to the Closing  Date, it shall file or cause to be
filed, at its own expense,  financing statements in favor of the Issuer, and, if
applicable, the Indenture Trustee on behalf of the Noteholders,  with respect to
the Timeshare Loans and the Closing Date Eligible  Investments,  in the form and
manner  reasonably  requested by the Issuer or its assigns.  The Depositor shall
deliver  file-stamped copies of such financing  statements to the Issuer and the
Indenture Trustee on behalf of the Noteholders.

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

                  Any change in the legal name of the  Depositor  and any use by
it of any tradename,  fictitious name,  assumed name or "doing business as" name
occurring  after the  Closing  Date  shall be  promptly  (but no later  than ten
Business Days) disclosed to the Issuer and the Indenture Trustee in writing.

                  Upon the  discovery  or  receipt  of notice  by a  Responsible
Officer of the Depositor of a breach of any of its representations or warranties
and covenants  contained  herein,  the Depositor shall promptly  disclose to the
Issuer and the  Indenture  Trustee,  in  reasonable  detail,  the nature of such
breach.

                  Except to the extent of any payments  received with respect to
a Credit Card Timeshare  Loan, in the event that the Depositor shall receive any
payments in respect of a Timeshare Loan after the Closing Date or Transfer Date,
as  applicable,  the  Depositor  shall,  within two  Business  Days of  receipt,
transfer or cause to be  transferred,  such  payments  to the  Lockbox  Account.
Payments  received by the Depositor with respect to Credit Card Timeshare Loans,
without regard to any discount fees, shall be transferred to the Lockbox Account
within five Business Days.


                                       16
<PAGE>

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

                  The Depositor  will keep its  principal  place of business and
chief executive office and the office where it keeps its records  concerning the
Timeshare  Loans at the address of the Depositor  listed herein and shall notify
the parties hereto of any change to the same at least 30 days prior thereto.

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

                  Indemnification.

                  The Depositor  agrees to indemnify  the Issuer,  the Indenture
Trustee,   the  Noteholders  and  the  Initial  Purchaser   (collectively,   the
"Indemnified  Parties")  against  any  and  all  claims,  losses,   liabilities,
(including  reasonable  legal  fees and  related  costs)  that the  Issuer,  the
Indenture Trustee, the Noteholders or the Initial Purchaser may sustain directly
related to any breach of the  representations  and  warranties  of the Depositor
under  Section 5 hereof  (the  "Indemnified  Amounts")  excluding,  however  (i)
Indemnified Amounts to the extent resulting from the gross negligence or willful
misconduct  on the part of such  Indemnified  Party;  (ii) any  recourse for any
uncollectible  Timeshare  Loan not  related  to a breach  of  representation  or
warranty; (iii) recourse to the Depositor for a Defective Timeshare Loan so long
as the same is cured,  substituted or repurchased  pursuant to Section 6 hereof,
(iv) income, franchise or similar taxes by such Indemnified Party arising out of
or as a result of this Agreement or the transfer of the Timeshare  Loans and the
Closing Date Eligible  Investments;  (v) Indemnified Amounts attributable to any
violation  by an  Indemnified  Party of any  Requirement  of Law  related  to an
Indemnified  Party; or (vi) the operation or  administration  of the Indemnified
Party  generally  and not  related to the  enforcement  of this  Agreement.  The
Depositor  shall (A) promptly  notify the Issuer and the Indenture  Trustee if a
claim is made by a third party with respect to this  Agreement or the  Timeshare
Loans, and relating to (i) the failure by the Depositor to perform its duties in
accordance  with the terms of this Agreement or (ii) a breach of the Depositor's
representations,  covenants  and  warranties  contained in this  Agreement,  (B)
assume (with the consent of the Issuer, the Indenture  Trustee,  the Noteholders
or the Initial Purchaser, as applicable, which consent shall not be unreasonably
withheld)  the defense of any such claim and (C) pay all expenses in  connection
therewith,  including  reasonable legal counsel fees and


                                       17
<PAGE>

promptly pay,  discharge and satisfy any judgment,  order or decree which may be
entered against it or the Issuer, the Indenture Trustee,  the Noteholders or the
Initial Purchaser in respect of such claim. If the Depositor shall have made any
indemnity  payment  pursuant  to this  Section  8 and the  recipient  thereafter
collects from another Person any amount  relating to the matters  covered by the
foregoing  indemnity,  the  recipient  shall  promptly  repay such amount to the
Depositor.

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

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

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

      Depositor

      BRF Corporation 2007-A
      4950 Communication Avenue, Suite 900
      Boca Raton, Florida 33431
      Attention: Allan J. Herz, President & Assistant Treasurer
      Fax: (561) 443-8743

      Issuer

      BXG Receivables Note Trust 2007-A
      c/o Wilmington Trust Company
      Rodney Square North
      1100 North Market Street
      Wilmington, Delaware 19890-0001
      Attention: Corporate Trust Administration
      Fax: (302) 636-4140

                  No Waiver;  Remedies. No failure on the part of the Depositor,
the Issuer or any assignee thereof to exercise, and no delay in exercising,  any
right  hereunder  shall  operate


                                       18
<PAGE>

as a waiver  thereof,  nor shall any  single or  partial  exercise  of any right
hereunder  preclude any other or further exercise thereof or the exercise of any
other right.  The remedies  herein  provided are cumulative and not exclusive of
any other remedies provided by law.

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

                  Amendments;  Consents and Waivers. No modification,  amendment
or waiver of, or with respect to, any provision of this Agreement, and all other
agreements,  instruments  and documents  delivered  thereto,  nor consent to any
departure by the Depositor from any of the terms or conditions  thereof shall be
effective  unless  it shall be in  writing  and  signed  by each of the  parties
hereto,  the  written  consent  of  the  Indenture  Trustee  on  behalf  of  the
Noteholders is given and confirmation  from the Rating Agencies that such action
will not  result in a  downgrade,  withdrawal  or  qualification  of any  rating
assigned to a Class of Notes is received. The Issuer shall provide the Indenture
Trustee and the Rating Agencies with such proposed modifications,  amendments or
waivers.  Any waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No consent to or demand by the Depositor in
any case shall, in itself,  entitle it to any other consent or further notice or
demand in similar or other  circumstances.  The Depositor  acknowledges  that in
connection with the intended assignment by the Issuer of all of its right, title
and interest in and to each Timeshare Loan and Closing Date Eligible  Investment
to the Indenture  Trustee on behalf of the  Noteholders,  the Issuer  intends to
issue the Notes,  the  proceeds  of which will be used by the Issuer to purchase
the   Timeshare   Loans  and  Closing  Date  Eligible   Investments   hereunder.
Notwithstanding  anything to the contrary in this Section 13, no amendment shall
cause the Issuer to fail to be treated as a "qualified  special  purpose entity"
as  defined in  Statement  of  Financial  Accounting  Standards  No. 140 (or any
successor Statement of Financial Accounting Standard).

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


                                       19
<PAGE>

notwithstanding  the otherwise  applicable intent of the parties hereto, and the
Depositor shall be deemed to have granted to the Issuer as of the date hereof, a
first priority  perfected  security  interest in all of the  Depositor's  right,
title and  interest in, to and under such  Timeshare  Loans and the Closing Date
Eligible Investments and the related property as described in Section 2 hereof.

                     GOVERNING LAW; CONSENT TO JURISDICTION.

                  (A) THIS  AGREEMENT  SHALL BE GOVERNED  BY, AND  CONSTRUED  IN
      ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
      TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF
      THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

                  (B)  THE  PARTIES  TO  THIS  AGREEMENT  HEREBY  SUBMIT  TO THE
      NON-EXCLUSIVE  JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
      UNITED  STATES  DISTRICT  COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW
      YORK CITY AND EACH PARTY  WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS
      UPON  IT AND  CONSENTS  THAT  ALL  SUCH  SERVICE  OF  PROCESS  BE  MADE BY
      REGISTERED MAIL DIRECTED TO ITS ADDRESS SET FORTH IN SECTION 10 HEREOF AND
      SERVICE SO MADE SHALL BE DEEMED TO BE  COMPLETED  FIVE DAYS AFTER THE SAME
      SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS,  POSTAGE PREPAID. THE PARTIES
      HERETO EACH WAIVES ANY OBJECTION  BASED ON FORUM NON  CONVENIENS,  AND ANY
      OBJECTION TO VENUE OF ANY ACTION INSTITUTED  HEREUNDER AND CONSENTS TO THE
      GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE
      COURT. NOTHING IN THIS SECTION 15 SHALL AFFECT THE RIGHT OF THE PARTIES TO
      THIS AGREEMENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
      OR AFFECT  THE RIGHT OF ANY OF THEM TO BRING ANY ACTION OR  PROCEEDING  IN
      THE COURTS OF ANY OTHER JURISDICTION.

                  WAIVERS  OF JURY  TRIAL.  EACH OF THE  PARTIES  HERETO  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.

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

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


                                       20
<PAGE>

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

                                    Very truly yours,


                                    BRF CORPORATION 2007-A

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


                                    BXG RECEIVABLES NOTE TRUST 2007-A
                                    By: Wilmington Trust Company,
                                        as Owner Trustee

                                    By:_______________________________________
                                       Name:
                                       Title:

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

BLUEGREEN VACATION CLUB TRUST

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


By:___________________________________
     Name:
     Title:

                     [Signature Page to the Sale Agreement]


                                       21
<PAGE>

                                   Schedule I

  Representations and Warranties of the Depositor Regarding the Timeshare Loans

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

      (a)   other than  certain  50/50 Loans,  payments due under the  Timeshare
            Loan are fully-amortizing and payable in level monthly installments;

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

      (c)   the Obligor  thereunder  has made a down  payment by cash,  check or
            credit card of at least 10% of the actual purchase price  (including
            closing  costs) of the Timeshare  Property  (which cash down payment
            may, (i) in the case of Upgrade Club Loans,  be represented in whole
            or in part by the down payment made and  principal  payments paid in
            respect of the related  Original Club Loan and (ii) in the case of a
            Sampler  Converted  Loan, be  represented in whole or in part by the
            principal payments and down payment made on the related Sampler Loan
            since its date of origination)  and no part of such payment has been
            made or  loaned  to the  Obligor  by  Bluegreen,  the  Seller  or an
            Affiliate thereof;

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

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

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

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

      (h)   with  respect to each  Deeded  Club  Loan,  the  Timeshare  Property
            mortgaged by or at the direction of the related Obligor  constitutes
            a fractional fee simple  timeshare  interest in real property at the
            related Resort or an undivided  interest in a Resort associated with
            a Unit 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, subject to the rules of the Bluegreen Vacation Club; the
            related  Mortgage has


                                      I-1
<PAGE>

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

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

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

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


                                      I-2
<PAGE>

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

      (m)   if a Mortgage  secures a  Timeshare  Loan,  the title to the related
            Timeshare Property is insured (or a binding commitment, which may be
            a master  commitment  referencing one or more  Mortgages,  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 (which may consist of one
            master policy  referencing one or more such  Mortgages)  issued by a
            title insurer qualified to do business in the jurisdiction where the
            related Timeshare Property is located in a form generally acceptable
            to prudent  originators  of similar  mortgage  loans,  insuring  the
            Depositor or its predecessor  and its successors and assigns,  as to
            the first  priority  mortgage  Lien of the  related  Mortgage  in an
            amount  equal  to the  original  outstanding  Loan  Balance  of such
            Timeshare  Loan,  and otherwise in form and substance  acceptable to
            the Indenture  Trustee;  the Club  Originator and its assignees is a
            named  insured of such  mortgagee's  title  insurance  policy;  such
            mortgagee's  title insurance policy is in full force and effect;  no
            claims have been made under such mortgagee's  title insurance policy
            and no prior holder of such Timeshare Loan has done or omitted to do
            anything which would impair the coverage of such  mortgagee's  title
            insurance  policy;  no premiums for such mortgagee's title insurance
            policy, endorsements and all special endorsements are past due;

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

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

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

      (q)   the terms of each  Timeshare  Loan Document have not been  impaired,
            waived,  altered or modified in any  respect,  except (x) by written
            instruments  which are part of the related  Timeshare Loan Documents
            or (y) in accordance with the Credit Policy,  the Collection  Policy
            or the Servicing  Standard (provided that no Timeshare Loan has been
            impaired,  waived,  altered,  or modified  in any respect  more than
            once).  No other  instrument  has been  executed  or agreed to which
            would   effect   any  such   impairment,   waiver,   alteration   or
            modification; the Obligor has not been released from liability on or
            with respect to the Timeshare Loan, in whole or in part; if required
            by law or prudent  originators of similar loans in the  jurisdiction
            where the  related  Timeshare  Property  is  located,  all  waivers,


                                      I-3
<PAGE>

            alterations and modifications have been filed and/or recorded in all
            places  necessary  to perfect,  maintain  and continue a valid first
            priority  Lien of the related  Mortgage,  subject  only to Permitted
            Liens;

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

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

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

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

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

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

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


                                      I-4
<PAGE>

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

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

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

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

      (cc)  in the case of the  Bluegreen  Owned  Resorts  (other than La Cabana
            Resort and Casa del Mar  Resort)  and to the  Depositor's  Knowledge
            with respect to the  Non-Bluegreen  Owned Resorts,  La Cabana Resort
            and Casa del Mar Resort,  (i) the  related  Resort is insured in the
            event  of  fire,   earthquake,   or  other  casualty  for  the  full
            replacement  value  thereof,  and in the  event  that the  Timeshare
            Property  should  suffer  any  loss  covered  by  casualty  or other
            insurance,  upon receipt of any insurance proceeds, the Associations
            at the Resorts are required,  during the time such Resort is covered
            by such insurance, under the applicable governing instruments either
            to  repair  or  rebuild  the  portions  of the  Resort  in which the
            Timeshare Property is located or to pay such proceeds to the holders
            of any related Mortgage  secured by a Timeshare  Property located at
            such  Resort;  (ii) the related  Resort,  if located in a designated
            flood plain,  maintains  flood  insurance in an amount not less than
            the  maximum   level   available   (without   regard  to  reasonable
            deductibles)  under the National  Flood  Insurance  Act of 1968,  as
            amended  or any  applicable  laws;  (iii)  the  related  Resort  has
            business  interruption  insurance and general liability insurance in
            such amounts  generally  acceptable  in


                                      I-5
<PAGE>

            the industry;  and (iv) the related Resort's  insurance policies are
            in full  force and  effect  with a  generally  acceptable  insurance
            carrier;

      (dd)  the  obligee  of  each  related  Mortgage,  and its  successors  and
            assigns,  has the right to receive  and direct  the  application  of
            insurance  and  condemnation  proceeds  received  in  respect of the
            related  Timeshare  Property,  except where the related  condominium
            declarations,  timeshare  declarations,  the Club Trust Agreement or
            applicable   state  law  provide  that  insurance  and  condemnation
            proceeds  be  applied  to   restoration   or   replacement   of  the
            improvements or acquisition of similar improvements, as the case may
            be;

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

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

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


                                      I-6
<PAGE>

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

      (hh)  except if such Timeshare  Loan is listed on Schedule II hereto,  the
            original  Loan  Balance  of such  Timeshare  Loan  does  not  exceed
            $35,000;

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

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

      (kk)  the Timeshare Loan relates to a Resort;

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

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

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

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


                                      I-7
<PAGE>

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

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

      (rr)  except in the case of certain  50/50 Loans or an Upgrade  Club Loan,
            the Obligor has made at least one  required  payment with respect to
            the Timeshare Loan (not including any down payment);

      (ss)  if  a  Resort  (other  than  La  Cabana  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  Timeshare  Properties  relating to a
            Timeshare  Loan  or by the  terms  of the  construction  loan,  such
            Timeshare  Property has been released from the lien created  thereby
            which have been sold pursuant to this Agreement;

      (tt)  except as set forth on Schedule II hereto, the Timeshare  Properties
            and the related  Resorts  are free of material  damage and waste and
            are in good  repair,  ordinary  wear and tear  excepted,  and  fully
            operational;  there is no proceeding  pending or threatened  for the
            total or partial condemnation of or affecting any Timeshare Property
            or taking of the Timeshare Property by eminent domain; the Timeshare
            Properties  and the Resorts in which the  Timeshare  Properties  are
            located are lawfully used and occupied  under  applicable law by the
            owner thereof;

      (uu)  except as set forth on  Schedule  II  hereto,  the  portions  of the
            Resorts  in  which  the  Timeshare   Properties  are  located  which
            represent  the common  facilities  are free of  material  damage and
            waste and are in good repair and  condition,  ordinary wear and tear
            excepted;

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

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

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

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

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


                                      I-8
<PAGE>

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

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

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

      (ddd) if the Timeshare Loan is an Initial  Timeshare Loan and relates to a
            Timeshare  Property  located in Aruba,  a notice has been  mailed or
            will be mailed  within 30 days of the  Closing  Date to the  related
            Obligor  indicating  that such Timeshare  Loan has  ultimately  been
            transferred  to the Issuer and pledged to the Indenture  Trustee for
            the benefit of the Noteholders;

      (eee) if the Timeshare Loan is a Subsequent  Timeshare Loan and relates to
            a  Timeshare  Property  located  in Aruba,  a notice  will be mailed
            within 30 days of the related  Transfer Date to the related  Obligor
            indicating that such Timeshare Loan has ultimately been  transferred
            to the Issuer and pledged to the  Indenture  Trustee for the benefit
            of the Noteholders;

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

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

      (hhh) if such Timeshare Loan is a 50/50 Loan, the related Obligor has made
            a downpayment  of at least 50%, the balance of the 50/50 Loan is due
            no later than the one year  anniversary of the  origination  date of
            such 50/50 Loan and the coupon rate is at least 8.25% per annum;

      (iii) the Timeshare Loan, if a Subsequent  Timeshare Loan, when aggregated
            with  all  Timeshare  Loans  sold  to the  Issuer  pursuant  to this
            Agreement,  satisfies the criteria for  Subsequent  Timeshare  Loans
            specified in Section 4.3 of the Indenture;

      (jjj) if such  Timeshare Loan relates to a Timeshare  Property  located in
            the  State  of  Michigan  and  was  originated  prior  to  Bluegreen
            obtaining a license under the Michigan Mortgage Brokers, Lenders and
            Servicers  Licensing  Act,  Bluegreen  shall have confirmed that the
            interest rate on such  Timeshare  Loan is  enforceable in the manner
            specified as effective in an opinion by Michigan local counsel;

      (kkk) all Aruba Club Loans were  originated  on or after January 26, 2004;
            and


                                      I-9
<PAGE>

      (lll) if such Timeshare  Loan relates to a Timeshare  Property at a Future
            Resort,  a local counsel  opinion  letter has been delivered that is
            addressed  to the  Issuer,  the  Indenture  Trustee  and the Initial
            Purchaser  and is  satisfactory  to either  Baker & McKenzie  LLP or
            counsel acceptable to the Indenture Trustee


                                      I-10
<PAGE>

                                   Schedule II

                                   Exceptions

With respect to (gg), (tt) and (uu):

Bluegreen has initiated  litigation  against a general  contractor  alleging the
existence  of  construction  defects at both phases of the Shore Crest  Vacation
Villas(TM),  including deficiencies in exterior insulating and finishing systems
that have resulted in water intrusion. Bluegreen has performed certain temporary
repairs to mitigate  further  damage.  It may be required  that portions of each
building be closed for  certain  periods of time in the future  while  permanent
repairs are completed.

With respect to (hh):


                                      II-1
<PAGE>

                                  Schedule III

                       Schedule of Initial Timeshare Loans


                                      III-1
<PAGE>

                                    Exhibit A

                                  Waiver Letter

                                    Exhibit A
<PAGE>

                                    Exhibit B

                              Club Trust Agreement

                                    Exhibit B

<PAGE>

                                    Exhibit C

                                    ACH Form

                                    Exhibit C