Exhibit 10.188

                                                                  EXECUTION COPY
                    (Bluegreen to Depositor - Closing Date Eligible Investments,
                         Initial Timeshare Loans and Subsequent Timeshare Loans)

                       PURCHASE AND CONTRIBUTION AGREEMENT

            This PURCHASE AND CONTRIBUTION  AGREEMENT (this "Agreement"),  dated
as of September 15, 2007, is by and among Bluegreen Corporation, a Massachusetts
corporation  ("Bluegreen" or a "Seller") and BRF Corporation  2007-A, a Delaware
corporation  (the  "Depositor") and their  respective  permitted  successors and
assigns.

                              W I T N E S S E T H:

            WHEREAS, on the Closing Date, the Depositor,  as seller,  intends to
enter into that certain Sale Agreement dated as of September 15, 2007 (the "Sale
Agreement"), by and between the Depositor and BXG Receivables Note Trust 2007-A,
a  Delaware  statutory  trust (the  "Issuer")  pursuant  to which the  Depositor
intends  to  sell  to the  Issuer  the  timeshare  loans  and  certain  eligible
investments  acquired  pursuant to the terms of this Agreement and certain other
timeshare  loans  acquired by the  Depositor  pursuant to a transfer  agreement,
dated as of September  15, 2007, by and among the  Depositor,  Bluegreen and BXG
Timeshare Trust I from time to time pursuant to the terms thereof;

            WHEREAS,  on the Closing Date,  Bluegreen intends to enter into that
certain Indenture dated as of September 15, 2007 (the "Indenture"), by and among
the Issuer, Bluegreen, as servicer (in such capacity, the "Servicer"),  Vacation
Trust,  Inc.,  a Florida  corporation,  as club  trustee  (the "Club  Trustee"),
Concord  Servicing  Corporation,  as backup  servicer,  and U.S.  Bank  National
Association,  as indenture trustee (the "Indenture  Trustee"),  paying agent and
custodian,  whereby the Issuer  will pledge the Trust  Estate (as defined in the
Indenture)  to 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, (A) on the Closing Date (i) the Seller desires to sell, and
the Depositor desires to purchase Timeshare Loans originated by the Seller or an
Affiliate thereof (the "Initial  Timeshare Loans") and the Closing Date Eligible
Investments  and (ii)  Bluegreen,  as the  sole  shareholder  of the  Depositor,
desires to make a contribution  of capital  pursuant to the terms hereof and (B)
on each Transfer  Date during the  Prefunding  Period (i) the Seller  desires to
sell, and the Depositor  desires to purchase  Timeshare Loans  originated by the
Seller or an  Affiliate  thereof  (the  "Subsequent  Timeshare  Loans") and (ii)
Bluegreen,  as  the  sole  shareholder  of  the  Depositor,  desires  to  make a
contribution of capital pursuant to the terms hereof;


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<PAGE>

            WHEREAS,  pursuant  to the  terms  of (i) the  Sale  Agreement,  the
Depositor  shall sell to the Issuer the Initial  Timeshare Loans and the Closing
Date Eligible Investments on the Closing Date and any Subsequent Timeshare Loans
acquired  from the Seller and (ii) the  Indenture,  the Issuer  shall pledge the
Initial  Timeshare  Loans,  the  Closing  Date  Eligible   Investments  and  the
Subsequent  Timeshare  Loans,  as part of the  Trust  Estate,  to the  Indenture
Trustee to secure the Notes;

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

            WHEREAS,   to  the   extent  the   Seller   has   breached   certain
representations   and  warranties   herein,  the  Seller  may,  and  in  certain
circumstances  will,  be required to  repurchase  certain  Closing Date Eligible
Investments  previously  sold to the  Depositor  hereunder  and  pledged  to the
Indenture Trustee pursuant to the Indenture; and

            WHEREAS,  the  Depositor  may, at the  direction  of the Seller,  be
required to exercise the Seller's option to purchase or replace  Timeshare Loans
that become subject to an Upgrade or Defaulted  Timeshare Loans  previously sold
to the Issuer 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:

                  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 and Contribution of Capital to the Depositor.

                  Timeshare Loans and  Contribution  of Capital.  On the Closing
Date (with  respect to the Initial  Timeshare  Loans) and on each  Transfer Date
during the Prefunding  Period (with respect to the Subsequent  Timeshare Loans),
the  Seller  hereby  agrees  to (x) sell in part and  contribute  in part to the
Depositor in return for the Timeshare Loan Acquisition  Price for each Timeshare
Loan to be sold on the Closing Date or such Transfer Date, as applicable,  to be
paid in part in cash and in part as an increase in its equity  ownership  of the
Depositor and (y) transfer,  assign,  sell and grant to the  Depositor,  without
recourse (except as provided in Section 6 and Section 8 hereof),  any and all of
the Seller's right,  title and interest in and to (i) any Timeshare Loans listed
on Schedule III hereto or the related Subsequent Transfer Notice, as applicable,
(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 such  Timeshare  Loan and (v) all  income,
payments,  proceeds  and  other  benefits  and  rights  related  to  any  of the
foregoing.


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<PAGE>

Upon such contribution,  sale and transfer, the ownership of each 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) shall  immediately  vest in the
Depositor,  its  successors  and  assigns.  The Seller shall not take any action
inconsistent  with  such  ownership  nor  claim any  ownership  interest  in any
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 Timeshare  Loans  conveyed  hereunder
shall be borne by the Depositor and its subsequent assignees.

                  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 Seller does hereby
transfer,  assign, sell and grant to the Depositor,  without recourse (except as
provided in Section 6 and Section 8 hereof),  any and all of the Seller's right,
title and interest in and to the Closing Date Eligible Investments (the property
in Section 2(a) and this Section 2(b), the "Assets").  The Seller 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
contribution,  sale,  transfer,  assignment and conveyance of any Timeshare Loan
hereunder,  the Seller 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 Seller shall deposit or cause to be deposited
all  collections  in respect of  Timeshare  Loans  received by the Seller 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.   Neither  the  Depositor  nor  any
subsequent assignee of the Depositor shall have any obligation or liability with
respect to any Timeshare Loan nor shall 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  Depositor  or any
subsequent  assignee  herewith  and  any  such  liability  is  hereby  expressly
disclaimed.

                  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, in part, and a capital  contribution,  in part, by the
Seller to the  Depositor  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 and contribution,


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<PAGE>

it is the  intention  of the parties  hereto that the Seller  shall be deemed to
have granted to the Depositor as of the date hereof a first  priority  perfected
security  interest in all of the Seller'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  Seller as  "debtor"  and the  Depositor  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 and  contribution  to the  Depositor  of the
Seller's entire right, title and interest in and to the Assets.

      Each of the Seller, 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 Depositor and its subsequent assignees.

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

                  On the Closing  Date,  with  respect to the Initial  Timeshare
Loans, and on each Transfer Date, with respect to each Subsequent Timeshare Loan
or any Qualified  Substitute  Timeshare  Loan  replacing a Timeshare  Loan,  all
representations  and  warranties of the Seller  contained in Section 5(a) hereof
shall  be true  and  correct  on such  date  as if  made on such  date,  and all
representations  and warranties as to the Timeshare  Loans  contained in Section
5(b) hereof and all  information  provided in the Schedule of Timeshare Loans in
respect  of each  such  Timeshare  Loan  conveyed  on the  Closing  Date or such
Transfer  Date,  as  applicable,  shall be true


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<PAGE>

and correct on such date. On the Closing Date,  with respect to the Closing Date
Eligible Investments, all representations and warranties of the Seller contained
in Section 5(a) hereof shall be true and correct on such date as if made on such
date,  and all  representations  and  warranties as to the Closing Date Eligible
Investments contained in Section 5(b) hereof and all information provided in the
Schedule of Eligible  Investments  in respect of each such Closing Date Eligible
Investment conveyed on the Closing Date shall be true and correct on such date.

                  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 Seller 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 Seller shall have  delivered or caused to be delivered all
other information  theretofore required or reasonably requested by the Depositor
to be delivered  by the Seller or performed or caused to be performed  all other
obligations required to be performed as of the Closing Date or Transfer Date, as
the case may be, including all filings,  recordings and/or  registrations as may
be  necessary  in the  reasonable  opinion of the  Depositor,  the Issuer or the
Indenture Trustee to establish and preserve the right, title and interest of the
Depositor,  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 and on each Transfer  Date,  the
Indenture shall be in full force and effect.

                  With respect to the Initial  Timeshare  Loans, the Notes shall
be issued and sold on the Closing Date,  and the Issuer and the Depositor  shall
receive the full  consideration  due it upon the issuance of the Notes,  and the
Issuer and the Depositor shall have applied their  respective  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 the Subsequent  Timeshare Loans, the Depositor
shall  apply  funds  received  from the  Issuer  withdrawn  from the  Prefunding
Account,  to the  extent  necessary,  to  pay  the  Seller  the  Timeshare  Loan
Acquisition Price for each Subsequent Timeshare Loan.

                  Each Timeshare Loan conveyed on the Closing Date or a Transfer
Date shall be an Eligible  Timeshare Loan and each of the conditions  herein and
in the  Indenture for the purchases of Initial  Timeshare  Loans and  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.


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<PAGE>

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

                  Representations  and Warranties  and Certain  Covenants of the
Seller.

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

                  (i) Due Incorporation; Valid Existence; Good Standing. 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
      Timeshare Loans to the Depositor.

                  (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,


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<PAGE>

            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,   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  Depositor  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
            Depositor.

                  (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  the  Seller  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 the Seller 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 Depositor
      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


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<PAGE>

      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 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 and on Schedule 5 attached hereto,  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  Depositor's  or any of its  assigns'  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 Seller,  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  Depositor 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,


                                       8
<PAGE>

      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
      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 "Seller 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 Seller  Multiemployer Plan that could
      result in any liability to it.

                  (xiii) Taxes. Other than as described on Schedule 5 hereto, as
      of the Closing Date, it (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  Depositor,  (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 4960  Conference Way North,  Suite 100, Boca Raton,  Florida
      33431  (or such  other  place  specified  by it by  written  notice to the
      Depositor and the Indenture Trustee). It is a corporation formed under the
      laws of the Commonwealth of Massachusetts.

                  (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


                                       9
<PAGE>

            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.  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 Seller nor the Club  Trustee  knows of any basis for any
            additional taxes or assessments


                                       10
<PAGE>

            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;

                        (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 Depositor 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 Seller  hereby makes the  representations  and  warranties
relating to the Timeshare  Loans  contained in Schedule I hereto for the benefit
of the  Depositor,  the Issuer and the Indenture  Trustee for the benefit of the
Noteholders  as of the Closing Date (only with respect to the Initial  Timeshare
Loans) and each  Transfer Date (only with respect to each  Subsequent  Timeshare
Loan or Qualified  Substitute Timeshare Loan transferred on such Transfer Date),
as applicable.  The Seller hereby represents and warrants that each Closing Date
Eligible  Investment is an Eligible Investment for the benefit of the Depositor,
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 and  contribution
of each  Timeshare  Loan to the Depositor and any  assignment of such  Timeshare
Loans by the Depositor and shall  continue so


                                       11
<PAGE>

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 Seller acknowledges
that it has been advised that the Depositor  intends to assign all of its right,
title and  interest in and to each  Timeshare  Loan and its rights and  remedies
under this  Agreement  to the  Issuer.  The Seller  agrees  that,  upon any such
assignment, the Depositor and any of its assignees may enforce directly, without
joinder of the  Depositor  (but  subject to any defense that the Seller 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 Seller'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
Depositor 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 Seller from
the Depositor,  the Issuer or the Indenture  Trustee,  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  Depositor or any  subsequent  assignee of the Depositor  (including  the
Issuer and the  Indenture  Trustee on behalf of the  Noteholders)  therein,  the
Seller  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  Depositor's  interest in
such Defective  Timeshare Loan or such Closing Date Eligible Investment from the
Depositor 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. The Seller acknowledges that the
Depositor  shall,  pursuant to the Sale Agreement  sell Timeshare  Loans and the
Closing Date Eligible  Investments and rights and remedies acquired hereunder to
the Issuer and that the Issuer shall pledge such Timeshare Loans and the Closing
Date Eligible Investments and rights to the Indenture Trustee for the benefit of
the Noteholders. The Seller further acknowledges that the Indenture Trustee will
be appointed  attorney-in-fact  under the Indenture and may enforce the Seller's
repurchase or  substitution  obligations if the Seller has not complied with its
repurchase  or  substitution   obligations   under  this  Agreement  within  the
aforementioned 60-day period.

                  Optional   Purchases  or  Substitutions  of  Club  Loans.  The
Depositor  hereby  irrevocably  grants to the Seller an option to  repurchase or
substitute  Original  Club Loans it has under the Sale  Agreement,  the Transfer
Agreement  and as  described  in the  following  sentence.  With  respect to any
Original Club Loans for which the related  Obligor has elected to effect and the
Seller has agreed to effect an Upgrade,  the Seller will (at its option)  either
(i) pay the


                                       12
<PAGE>

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
Seller'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 Seller on prior Transfer Dates
pursuant to this Agreement,  the Transfer  Agreement  and/or the Sale Agreement.
The Seller 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  Seller  shall  elect to  substitute  Qualified  Substitute
Timeshare Loans for an Original Club Loan, the Seller 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  Depositor  hereby  irrevocably  grants  to the  Seller an option to
repurchase  or  substitute  Defaulted  Timeshare  Loans  it has  under  the Sale
Agreement,  the Transfer  Agreement and as described in the following  sentence.
With respect to Defaulted  Timeshare Loans on any date, the Seller will have the
option, but not the obligation,  to either (i) purchase such Defaulted Timeshare
Loan  at the  Repurchase  Price  for  such  Defaulted  Timeshare  Loan  or  (ii)
substitute one or more Qualified  Substitute  Timeshare Loans for such Defaulted
Timeshare  Loan  and pay the  related  Substitution  Shortfall  Amount,  if any;
provided,  however,  that the Seller'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 Seller may irrevocably
waive its  option to  purchase  or  substitute  a  Defaulted  Timeshare  Loan by
delivering  to the  Indenture  Trustee a Waiver  Letter in the form of Exhibit A
attached hereto.

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


                                       13
<PAGE>

                  Qualified Substitute Timeshare Loans. Pursuant to Section 6(g)
hereof,  on the related Transfer Date, the Seller 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
Seller does hereby transfer,  assign,  sell and grant to the Depositor,  without
recourse (except as provided in Section 6 and Section 8 hereof),  any and all of
the Seller's right,  title and interest in and to (i) each Qualified  Substitute
Timeshare  Loan  conveyed  to the  Depositor  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 and
(v) 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  Depositor,  its  successors  and assigns.  The Seller 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 Seller 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 Seller shall, on each related  Transfer Date,  certify or cause to be
certified in writing to the Depositor, 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.

                  Subsequent Transfer Notices. The Seller 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 Depositor,  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 Seller,  in each case without  recourse,  as
shall  be  necessary  to  vest in the  Seller  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 Depositor,  the Issuer and the Indenture Trustee


                                       14
<PAGE>

shall cause the  Custodian  to release the related  Timeshare  Loan Files to the
Seller or its designee and the  Servicer to release the related  Timeshare  Loan
Servicing  Files to the Seller 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 Seller  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 Seller to indemnify  pursuant to Section
8,  shall  constitute  the  sole  remedies  available  to the  Depositor  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 Seller.

                  Additional   Covenants  of  the  Seller.   The  Seller  hereby
covenants and agrees with the Depositor 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 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 Depositor.

                  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
Depositor and that the Depositor 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 Depositor, and,
if  applicable,   the  Issuer  and  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


                                       15
<PAGE>

Depositor or its assigns.  The Seller shall deliver  file-stamped copies of such
financing  statements to the Depositor,  the Issuer and the Indenture Trustee on
behalf of the Noteholders.

                  It  agrees  from  time to time to,  at its  expense,  promptly
execute  and  deliver all further  instruments  and  documents,  and to take all
further actions, that may be necessary, or that the Depositor, the Issuer or the
Indenture  Trustee may  reasonably  request,  to perfect,  protect or more fully
evidence the sale and  contribution  of the Timeshare Loans and the Closing Date
Eligible  Investments to the  Depositor,  or to enable the Depositor 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   Depositor,   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 Seller under this
Section 7(f).

                  On the Closing Date, the Seller does not have any  tradenames,
fictitious  names,  assumed  names or  "doing  business  as"  names  other  than
"Bluegreen Patten  Corporation" in North Carolina and "Bluegreen  Corporation of
Massachusetts"  in Louisiana.  After the Closing  Date,  any change in the legal
name of the Seller or the use by it of any tradename,  fictitious name,  assumed
name or "doing business as" name other than the foregoing shall be promptly (but
no later than ten Business  Days)  disclosed to the  Depositor and the Indenture
Trustee in writing.

                  Upon the  discovery  or  receipt  of notice  by a  Responsible
Officer of the Seller of a breach of any of its  representations  or  warranties
and  covenants  contained  herein,  the Seller  shall  promptly  disclose to the
Depositor,  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 Seller shall  receive any
payments  in respect of a Timeshare  Loan after the  Closing  Date or a Transfer
Date,  as  applicable,  the Seller  shall,  within two Business Days of receipt,
transfer or cause to be  transferred,  such  payments  to the  Lockbox  Account.
Payments  received by the Seller with  respect to Credit Card  Timeshare  Loans,
without regard to any discount fees, shall be transferred to the Lockbox Account
within five Business Days.

                  The Seller 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 Bluegreen  listed herein and shall notify the
parties hereto of any change to the same at least 30 days prior thereto.

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


                                       16
<PAGE>

                  The  Seller  authorizes  the  Depositor,  the  Issuer  and the
Indenture  Trustee to file  continuation  statements,  and  amendments  thereto,
relating to the Timeshare  Loans and 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 Seller where permitted by law.
A photocopy or other  reproduction  of this  Agreement  shall be sufficient as a
financing  statement where  permitted by law. The Depositor  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 Seller agrees to indemnify the Depositor,  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  Depositor,  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 Seller 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 Seller 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 Seller
shall (A) promptly notify the Depositor 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 Seller to perform  its duties in  accordance
with  the  terms  of  this   Agreement   or  (ii)  a  breach  of  the   Seller's
representations,  covenants  and  warranties  contained in this  Agreement,  (B)
assume (with the consent of the Depositor,  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 promptly
pay,  discharge and satisfy any  judgment,  order or decree which may be entered
against it or the Depositor,  the Issuer, the Indenture Trustee, the Noteholders
or the Initial Purchaser in respect of such claim. If the Seller 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
Seller.

                  The  obligations  of  the  Seller  under  this  Section  8  to
indemnify the Depositor,  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.


                                       17
<PAGE>

                  No  Proceedings.  The Seller  hereby  agrees that it will not,
directly or indirectly, institute, or cause to be instituted, or join any Person
in  instituting,  against the  Depositor  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.

         Seller

         Bluegreen Corporation
         4960 Conference Way North, Suite 100
         Boca Raton, Florida 33431
         Attention: Anthony M. Puleo, Senior Vice President, CFO & Treasurer
         Fax: (561) 912-8123

         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

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

                  Binding Effect; Assignability. This Agreement shall be binding
upon and inure to the benefit of the Depositor and its respective successors and
assigns.  Any  assignee  of  the  Depositor  shall  be an  express  third  party
beneficiary of this Agreement,  entitled to directly enforce this Agreement. The
Seller  may not  assign  any of its  rights  and  obligations  hereunder  or any
interest  herein  without the prior  written  consent of the  Depositor  and any
assignee  thereof.  The Depositor  may, and intends to, assign all of its rights
hereunder  to the Issuer and the Seller  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 Seller
pursuant to Section 5 and the  repurchase or  substitution  and  indemnification
obligations  shall be  continuing  and shall  survive


                                       18
<PAGE>

any  termination  of this Agreement but such rights and remedies may be enforced
only by the Depositor, 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 Seller 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 Seller 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 Seller in
any case shall, in itself,  entitle it to any other consent or further notice or
demand in  similar  or other  circumstances.  The  Seller  acknowledges  that in
connection  with the intended  assignment  by the Depositor of all of its right,
title and  interest  in and to each  Timeshare  Loan and Closing  Date  Eligible
Investment to the Issuer, the Issuer intends to issue the Notes, the proceeds of
which will be used by the Issuer to purchase the Timeshare Loans and the Closing
Date  Eligible  Investments  from  the  Depositor  under  the  terms of the Sale
Agreement.  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  Depositor may not purchase or acquire  Timeshare  Loans or
Closing Date  Eligible  Investments,  the  transactions  evidenced  hereby shall
constitute  a loan and not a  purchase  and sale and  contribution  to  capital,
notwithstanding  the otherwise  applicable intent of the parties hereto, and the
Seller shall be deemed to have granted to the Depositor as of the date hereof, a
first priority  perfected  security interest in all of the Seller'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


                                       19
<PAGE>

      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, as Depositor


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

                             BLUEGREEN CORPORATION, as Seller


                             By:_______________________________________________
                                Name: Anthony M. Puleo
                                Title: Senior Vice President, CFO and Treasurer

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 Purchase and Contribution Agreement]

<PAGE>

                                   Schedule I

   Representations and Warranties of the Seller 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
            Depositor,  the Seller  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,


                                      I-1
<PAGE>

            subject to the rules of the  Bluegreen  Vacation  Club;  the related
            Mortgage  has been  delivered  for filing and  recordation  with all
            appropriate  governmental  authorities in all jurisdictions in which
            such  Mortgage  is  required  to be filed and  recorded  to create a
            valid,  binding and enforceable  first Lien on the related Timeshare
            Property and such Mortgage creates a valid,  binding and enforceable
            first  Lien  on the  related  Timeshare  Property,  subject  only to
            Permitted  Liens; and the Seller 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
            Seller or its predecessors,  to maintain the rights of the Seller or
            its predecessors thereunder as a mortgagee (or a Seller, 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
            Seller or its predecessor and its successors and assigns,  as to the
            first  priority  mortgage Lien of the related  Mortgage in an amount
            equal to the 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  Seller has not taken (or  omitted  to take),  and has no notice
            that the related Obligor has taken (or omitted to take),  any action
            that would impair or invalidate the coverage provided by any hazard,
            title or other insurance policy on the related 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 Seller's  Affiliates
            in the normal course of its business;  the Timeshare Loan originated
            by the Seller's  Affiliates was  underwritten in accordance with its
            underwriting  guidelines  and the  Credit  Policy;  to the  Seller's
            Knowledge, the origination,  servicing and collection practices used
            by the Seller'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 Seller'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 Seller 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;

      (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


                                      I-4
<PAGE>

            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 Seller and any of its Affiliates and, to the Seller'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 Seller 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  Seller's  Knowledge  the Manager and the
            Associations have performed in all material respects all obligations
            under such agreement and are not in default under such agreement;

      (cc)  in the case of Bluegreen  Owned Resorts (other than La Cabana Resort
            and Casa del Mar Resort) and to the Seller'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 the
            industry;  and (iv) the related Resort's  insurance  policies are in
            full force and effect with a generally acceptable insurance carrier;


                                      I-5
<PAGE>

      (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 Seller in
            selecting the Timeshare  Loan which the Seller knew were  materially
            adverse to the Depositor, the Indenture Trustee or the Noteholders;

      (gg)  except as set forth in 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 Seller 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 Seller's  Knowledge,  no
            event has  occurred  or failed  to occur  prior to the date  hereof,
            concerning  the related  Resort  relating to any  hazardous or toxic
            materials or condition,  asbestos or other  environmental or similar
            matters  which  would  reasonably  be  expected  to  materially  and
            adversely  affect the present  use of such  Resort or the  financial


                                      I-6
<PAGE>

            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 Seller or any  Affiliate  of
            the Seller 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 Seller'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 Seller;

      (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 in 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 in  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 Seller'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 relates to a Timeshare  Property  located in
            Aruba,  a notice has been mailed or will be mailed within 30 days of
            the Closing Date or the related Transfer Date, as applicable, to the
            related  Obligor  indicating  that  such  Timeshare  Loan  has  been
            transferred to the Depositor and has ultimately been  transferred to
            the Issuer and pledged to the  Indenture  Trustee for the benefit of
            the Noteholders;

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

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

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

      (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) 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;

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

      (kkk) 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-9
<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 Timeshare Loans

                                      III-1

<PAGE>

                                   Schedule IV

                        Schedule of Eligible Investments


                                      IV-1
<PAGE>

                                   Schedule 5

      In 2005, the State of Tennessee  Audit Division (the  "Division")  audited
Bluegreen Vacations Unlimited,  Inc.,  Bluegreen's wholly owned subsidiary,  for
the period from  December 1, 2001 through  December 31, 2004.  On September  23,
2006,  the  Division   issued  a  Notice  of  Assessment  for  $0.7  million  of
accommodations tax based on the use of Bluegreen Vacation Club accommodations by
Bluegreen Vacation Club members who purchased non-Tennessee property.  Bluegreen
believes  the attempt to impose such a tax is contrary  to  Tennessee  law,  and
Bluegreen  intends to vigorously  oppose such assessment by the Division.  While
the timeshare  industry has been  successful in  challenging  the  imposition of
sales  taxes  on the use of  accommodations  by  timeshare  owners,  there is no
assurance   that   Bluegreen  will  be  successful  in  contesting  the  current
assessment.

      This year, Bluegreen filed suit in Florida against a software provider for
its  failure  to  deliver  software  programs  in  accordance  with a  Licensing
Agreement  between them;  styled  Bluegreen  Corporation v. PC Consulting,  Inc.
d/b/a TimeShareWare Case No.: 9:07-cv-80385-KLR. The lawsuit seeks the return of
$1.2  million for  various  licensing  fees and  services.  After  filing of the
lawsuit,  the  defendant  issued to  Bluegreen a one-line  invoice  seeking $1.2
million for alleged additional services provided under the Licensing  Agreement.
The defendant has asserted  counterclaims for damages in excess of $1.8M for the
alleged  additional  services and  counterclaims  for damages in an  unspecified
amount for  defamation.  The  defamation  claim  contends  that  Bluegreen  made
statements to defendant's customers that it received no satisfactory performance
from  the  software  and no  longer  uses  the  software,  resulting  in loss of
contracts to the defendant  involving millions of dollars.  Bluegreen intends to
vigorously defend the counterclaims.


                                   Schedule 5
<PAGE>

                                    Exhibit A

                                  Waiver Letter

                                    Exhibit A
<PAGE>

                                    Exhibit B

                              Club Trust Agreement

                                    Exhibit B
<PAGE>

                                    Exhibit C

                                    ACH Form

                                    Exhibit C