Exhibit 10.187


                                 SALE AGREEMENT

            This SALE AGREEMENT  (this  "Agreement"),  dated as of September 15,
2006, is by and among Bluegreen  Receivables Finance Corporation XII, a Delaware
corporation  (the  "Depositor"),  and  BXG  Receivables  Note  Trust  2006-B,  a
statutory  trust formed under the laws of the State of Delaware (the  "Issuer"),
and their respective permitted successors and assigns.

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS,  on the Closing Date, (i) the Depositor intends to sell and
the Issuer intends to purchase the Initial  Timeshare Loans, and (ii) the Issuer
intends to pledge the Trust Estate  (including  all Subsequent  Timeshare  Loans
acquired by the Issuer from time to time) to U.S. Bank National  Association,  a
national banking  association,  as Indenture Trustee (the "Indenture  Trustee"),
pursuant to an indenture,  dated as of September 15, 2006 (the "Indenture"),  by
and  among  the  Issuer,   Bluegreen  Corporation   ("Bluegreen"  or  the  "Club
Originator"),  a  Massachusetts  corporation,  in its capacity as Servicer  (the
"Servicer"),  Vacation Trust, Inc., a Florida corporation,  as Club Trustee (the
"Club  Trustee")  and the  Indenture  Trustee,  to secure  the  Issuer's  5.605%
Timeshare   Loan-Backed  Notes,   Series  2006-B,   Class  A,  5.704%  Timeshare
Loan-Backed Notes, Series 2006-B,  Class B, 5.952% Timeshare  Loan-Backed Notes,
Series 2006-B, Class C, 6.468% Timeshare Loan-Backed Notes, Series 2006-B, Class
D,  7.210%  Timeshare  Loan-Backed  Notes,  Series  2006-B,  Class E and  9.377%
Timeshare Loan-Backed Notes, Series 2006-B, Class F (collectively, the "Notes");

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

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

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

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

<PAGE>

            SECTION 1. Definitions;  Interpretation.  Capitalized terms used but
not defined herein shall have the meanings  specified in "Standard  Definitions"
attached as Annex A to the Indenture.

            SECTION 2. Acquisition of Timeshare Loans.

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

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


                                       2
<PAGE>

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

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

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

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

            SECTION 3. Intended Characterization; Grant of Security Interest. It
is the intention of the parties hereto that each transfer of Timeshare  Loans to
be made pursuant to the terms hereof shall constitute a sale by the Depositor to
the Issuer and not a loan secured by the Timeshare Loans. In the event, however,
that a court of  competent  jurisdiction  were to hold  that  any such  transfer
constitutes  a loan and not a sale,  it is the  intention of the parties  hereto
that the Depositor  shall be deemed to have granted to the Issuer as of the date
hereof a first priority  perfected  security  interest in all of the Depositor's
right,  title and  interest  in, to and under the Assets  specified in Section 2
hereof and the  proceeds  thereof and that with respect to such  transfer,  this
Agreement shall  constitute a security  agreement  under  applicable law. In the
event of the  characterization  of any such  transfer  as a loan,  the amount of
interest payable or paid with


                                       3
<PAGE>

respect  to such loan under the terms of this  Agreement  shall be limited to an
amount which shall not exceed the maximum  non-usurious rate of interest allowed
by the  applicable  state  law  or any  applicable  law  of  the  United  States
permitting a higher  maximum  non-usurious  rate that preempts  such  applicable
state law,  which could  lawfully be  contracted  for,  charged or received (the
"Highest  Lawful  Rate").  In the event any payment of interest on any such loan
exceeds the Highest Lawful Rate,  the parties  hereto  stipulate that (a) to the
extent possible given the term of such loan, such excess amount  previously paid
or to be paid with  respect  to such loan be  applied  to reduce  the  principal
balance of such loan, and the provisions thereof  immediately be deemed reformed
and the amounts thereafter collectible thereunder reduced, without the necessity
of the execution of any new document,  so as to comply with the then  applicable
law, but so as to permit the recovery of the fullest amount otherwise called for
thereunder and (b) to the extent that the reduction of the principal balance of,
and  the  amounts  collectible  under,  such  loan  and the  reformation  of the
provisions  thereof  described in the  immediately  preceding  clause (a) is not
possible given the term of such loan,  such excess amount will be deemed to have
been paid with  respect to such loan as a result of an error and upon  discovery
of such error or upon notice  thereof by any party  hereto such amount  shall be
refunded by the recipient thereof.

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

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

            SECTION 4. Conditions Precedent to Acquisition of Timeshare Loans by
the Issuer.  The  obligations  of the Issuer to  purchase  any  Timeshare  Loans
hereunder shall be subject to the satisfaction of the following conditions:

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

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


                                       4
<PAGE>

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

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

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

            (f) With respect to  Subsequent  Timeshare  Loans,  the Issuer shall
apply funds from the Prefunding  Account,  to the extent  necessary,  to pay the
Depositor the Timeshare Loan  Acquisition  Price for each  Subsequent  Timeshare
Loan.  Each  Subsequent  Timeshare  Loan conveyed on a Transfer Date shall be an
Eligible  Timeshare Loan and each of the conditions  herein and in the Indenture
for the purchase of Subsequent Timeshare Loans shall have been satisfied.

            (g) 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.

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

            SECTION 5.  Representations  and Warranties and Certain Covenants of
the Depositor.

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

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


                                       5
<PAGE>

      obligations  under this  Agreement  or any other  Transaction  Document to
      which it is a party or under the  transactions  contemplated  hereunder or
      thereunder or the validity or enforceability of any Timeshare Loans.

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

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

                  (iv) Authorization,  Execution and Delivery Valid and Binding.
      This  Agreement  and  all  other  Transaction  Documents  and  instruments
      required or  contemplated  hereby to be executed and  delivered by it have
      been duly authorized,  executed and delivered by it and,  assuming the due
      execution and delivery by, the other party or parties  hereto and thereto,
      constitute legal, valid and binding agreements  enforceable  against it in
      accordance with their respective terms subject,  as to enforceability,  to
      bankruptcy,   insolvency,   reorganization,    liquidation,   dissolution,
      moratorium and other similar  applicable laws affecting the enforceability
      of creditors' rights generally  applicable in the event of the bankruptcy,
      insolvency, reorganization,  liquidation or dissolution, as applicable, of
      it and to  general  principles  of  equity,  regardless  of  whether  such
      enforceability  shall be  considered  in a proceeding in equity or at law.
      This  Agreement  constitutes  a  valid  transfer  of its  interest  in the
      Timeshare Loans to the Issuer or, in the event of the  characterization of
      any such  transfer  as a loan,  the  valid  creation  of a first  priority
      perfected  security  interest  in such  Timeshare  Loans  in  favor of the
      Issuer.

                  (v) No Violation of Law, Rule, Regulation, etc. The execution,
      delivery and performance by it of this Agreement and any other Transaction
      Document to which it is a party do not and will not (A) violate any of the
      provisions  of its articles of  incorporation  or bylaws,  (B) violate any
      provision of any law,  governmental rule or regulation currently in effect
      applicable to it or its properties or by which it or its properties may be
      bound or affected,  including, without limitation, any bulk transfer laws,
      where such violation  would have a material  adverse effect on its ability
      to perform its


                                       6
<PAGE>

      obligations  under this  Agreement  or any other  Transaction  Document to
      which it is a party or under the  transactions  contemplated  hereunder or
      thereunder or the validity or  enforceability  of the Timeshare Loans, (C)
      violate any judgment,  decree, writ, injunction,  award,  determination or
      order  currently in effect  applicable to it or its properties or by which
      it or its  properties are bound or affected,  where such  violation  would
      have a material  adverse effect on its ability to perform its  obligations
      under this  Agreement or any other  Transaction  Document to which it is a
      party or under the  transactions  contemplated  hereunder or thereunder or
      the validity or  enforceability of any Timeshare Loans, (D) conflict with,
      or  result in a breach  of, or  constitute  a  default  under,  any of the
      provisions of any indenture,  mortgage,  deed of trust,  contract or other
      instrument  to which it is a party  or by  which  it is bound  where  such
      violation  would have a material  adverse effect on its ability to perform
      its obligations under this Agreement or any other Transaction  Document to
      which it is a party or under the  transactions  contemplated  hereunder or
      thereunder  or the validity or  enforceability  of Timeshare  Loans or (E)
      result  in  the  creation  or  imposition  of  any  Lien  upon  any of its
      properties pursuant to the terms of any such indenture,  mortgage, deed of
      trust, contract or other instrument.

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

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

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

                  (ix) Pending  Litigation or Other  Proceedings.  Other than as
      described in the Offering  Circular,  as of the Closing Date,  there is no
      pending or, to its  Knowledge,  threatened  action,  suit,  proceeding  or
      investigation  before  any court,  administrative  agency,  arbitrator  or
      governmental  body against or affecting  it which,  if decided  adversely,
      would  materially  and adversely  affect (A) its  condition  (financial or
      otherwise),  business  or  operations,  (B) its  ability  to  perform  its
      obligations under, or the


                                       7
<PAGE>

      validity or  enforceability  of, this Agreement or any other  documents or
      transactions  contemplated under this Agreement, (C) any Timeshare Loan or
      title of any Obligor to any  related  Timeshare  Property  pursuant to the
      applicable  Owner  Beneficiary  Agreement  or  (D)  the  Issuer's  or  the
      Indenture Trustee's ability to foreclose or otherwise enforce the liens of
      the  Mortgage  Notes and the rights of the  Obligors to use and occupy the
      related Timeshare  Properties pursuant to the applicable Owner Beneficiary
      Agreement.

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

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

                  (xii) Employee Benefit Plan Liability.  As of the Closing Date
      and  each  Transfer  Date,  as  applicable,  (i) no  "accumulated  funding
      deficiency" (as such term is defined under ERISA and the Code), whether or
      not waived, exists with respect to any "employee pension benefit plan" (as
      such term is defined under ERISA) sponsored,  maintained or contributed to
      by it or any of its  Affiliates,  and,  to its  Knowledge,  no  event  has
      occurred or circumstance  exists that may result in an accumulated funding
      deficiency  as of the last day of the current  plan year of any such plan;
      (ii) it and each of its  Affiliates  has made all  contributions  required
      under each  multiemployer  plan (as such term is defined  under  ERISA) (a
      "Multiemployer Plan") to which it or any of its Affiliates  contributes or
      in  which  it  or  any  of  its  Affiliates   participates  (a  "Depositor
      Multiemployer  Plan");  and (iii) neither it nor any of its Affiliates has
      withdrawn from any  Multiemployer  Plan with respect to which there is any
      outstanding  liability  and, to its  Knowledge,  no event has  occurred or
      circumstance  exists  that  presents  a  risk  of  the  occurrence  of any
      withdrawal  from,  or  the  partition,   termination,   reorganization  or
      insolvency of, any Depositor  Multiemployer  Plan that could result in any
      liability to it.

                  (xiii) Taxes.  It, as of the Closing  Date,  (i) has filed all
      tax returns  (federal,  state and local) which it reasonably  believes are
      required to be filed and has paid or made  adequate  provision in its GAAP
      financial  statements for the payment of all taxes,  assessments and other
      governmental charges due from it or is contesting any such tax, assessment
      or other governmental charge in good faith through appropriate proceedings


                                       8
<PAGE>

      or  except  where  the  failure  to file or pay will  not have a  material
      adverse  effect on the  rights and  interests  of the Issuer or any of its
      subsequent  assignees,  (ii) knows of no basis for any material additional
      tax assessment for any fiscal year for which adequate reserves in its GAAP
      financial  statements  have not been  established and (iii) intends to pay
      all such taxes, assessments and governmental charges, if any, when due.

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

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

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

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

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


                                       9
<PAGE>

                        (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,  the Club Trustee has  permitted  none of
            such  related  Timeshare  Loans  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 expect to have a material
            adverse effect on the Trust Estate or the Club Trustee's  ability to
            perform its obligations under the Transaction Documents;

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

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

                        (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;


                                       10
<PAGE>

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

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

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

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

            (d) In  consideration  of Sections 5(b) and (c) above, the Depositor
hereby makes the  representations and warranties relating to the Timeshare Loans
contained  in Schedule I hereto for the benefit of the Issuer and the  Indenture
Trustee for the benefit of the  Noteholders as of the Closing Date (with respect
to each Initial  Timeshare Loan  transferred on the Closing Date) and as of each
Transfer  Date (with  respect to each  Subsequent  Timeshare  Loan or  Qualified
Substitute Timeshare Loan transferred on such Transfer Date), as applicable.

            (e)  It is  understood  and  agreed  that  the  representations  and
warranties  set forth in this Section 5 shall survive the sale of each Timeshare
Loan sold  hereunder to the Issuer and any  assignment of such Timeshare Loan by
the  Issuer to the  Indenture  Trustee  on behalf of the  Noteholders  and shall
continue so long as any such Timeshare  Loans shall remain  outstanding or until
such time as such  Timeshare  Loans are  repurchased,  purchased  or a Qualified
Substitute  Timeshare  Loan is  provided  pursuant  to  Section  6  hereof.  The
Depositor  acknowledges  that it has been  advised  that the  Issuer  intends to
assign all of its right,  title and interest in and to each  Timeshare Loan sold
hereunder and its rights and remedies under this Agreement to the


                                       11
<PAGE>

Indenture Trustee on behalf of the Noteholders.  The Depositor agrees that, upon
any such assignment, the Indenture Trustee may enforce directly, without joinder
of the Issuer (but subject to any defense that the Depositor may have under this
Agreement) all rights and remedies hereunder.

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

            SECTION 6. Repurchases and Substitutions.

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

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


                                       12
<PAGE>

Agreement  or  the  Bluegreen  Purchase  Agreement.   In  addition,  the  Issuer
acknowledges that the Club Originator shall use its best efforts to exercise its
substitution option with respect to Original Club Loans prior to exercise of its
repurchase  option.  To the  extent  that the  Club  Originator  shall  elect to
substitute  Qualified  Substitute Timeshare Loans for an Original Club Loan, the
Club  Originator  shall  use its best  efforts  to  cause  each  such  Qualified
Substitute  Timeshare  Loan to be, in the following  order of priority,  (i) the
Upgrade  Club Loan related to such  Original  Club Loan and (ii) an Upgrade Club
Loan unrelated to such Original Club Loan.

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

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

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

            (f) Qualified Substitute  Timeshare Loans.  Pursuant to Section 6(g)
hereof,  on the  related  Transfer  Date,  the  Issuer  hereby  directs  and the
Depositor  hereby  agrees to deliver or to cause the  delivery of the  Timeshare
Loan Files relating to the Qualified Substitute Timeshare Loans to the Indenture
Trustee or to the  Custodian,  at the  direction of the  Indenture  Trustee,  in
accordance with the provisions of the Indenture and the Custodial Agreement.  As
of such related Transfer Date, the Depositor does hereby transfer,  assign, sell
and grant to the Issuer, without


                                       13
<PAGE>

recourse (except as provided in Section 6 and Section 8 hereof),  any and all of
the  Depositor's  right,  title  and  interest  in  and to  (i)  each  Qualified
Substitute Timeshare Loan conveyed to the Issuer on such Transfer Date, (ii) the
Receivables in respect of the Qualified Substitute Timeshare Loans due after the
related Cut-Off Date, (iii) the related Timeshare Loan Documents  (excluding any
rights as developer or declarant under the Timeshare Declaration,  the Timeshare
Program Consumer Documents or the Timeshare Program Governing  Documents),  (iv)
all Related  Security in respect of such Qualified  Substitute  Timeshare Loans,
(v) the Depositor's rights and remedies under the Bluegreen Purchase  Agreement,
the Transfer  Agreement and this Agreement,  as the case may be, with respect to
such  Qualified  Substitute  Timeshare  Loan,  and  (vi) all  income,  payments,
proceeds and other  benefits and rights  related to any of the  foregoing.  Upon
such sale,  the ownership of each  Qualified  Substitute  Timeshare Loan and all
collections  allocable  to  principal  and  interest  thereon  after the related
Cut-Off Date and all other property interests or rights conveyed pursuant to and
referenced  in this  Section  6(f) shall  immediately  vest in the  Issuer,  its
successors  and assigns.  The Depositor  shall not take any action  inconsistent
with such ownership nor claim any ownership interest in any Qualified Substitute
Timeshare Loan for any purpose whatsoever other than consolidated  financial and
federal and state income tax reporting. The Depositor agrees that such Qualified
Substitute  Timeshare Loans shall be subject to the provisions of this Agreement
and shall  thereafter  be deemed a  "Timeshare  Loan" for the  purposes  of this
Agreement.

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

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

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


                                       14
<PAGE>

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.

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

            SECTION 7.  Additional  Covenants of the  Depositor.  The  Depositor
hereby covenants and agrees with the Issuer as follows:

            (a) 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.

            (b) 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.

            (c) 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 has been sold to the Issuer.

            (d) It shall respond to any inquiries with respect to ownership of a
Timeshare  Loan by stating that such  Timeshare Loan has been sold to the Issuer
and that the Issuer is the owner of such Timeshare Loan.

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

            (f) It agrees from time to time, at its expense, to promptly execute
and deliver  all  further  instruments  and  documents,  and to take all further
actions, that may be necessary,  or that the Issuer or the Indenture Trustee may
reasonably request, to perfect, protect or more fully


                                       15
<PAGE>

evidence the sale of the Timeshare Loans to the Issuer,  or to enable the Issuer
or the  Indenture  Trustee to  exercise  and  enforce  its  rights and  remedies
hereunder or under any Timeshare Loan  including,  but not limited to, powers of
attorney,  UCC  financing  statements  and  assignments  of mortgage.  It hereby
appoints  the  Issuer and the  Indenture  Trustee  as  attorneys-in-fact,  which
appointment is coupled with an interest and is therefore irrevocable,  to act on
behalf and in the name of the Depositor under this Section 7(f).

            (g) Any change in the legal name of the  Depositor and any use by it
of any  tradename,  fictitious  name,  assumed name or "doing  business as" name
occurring  after the Closing  Date shall be promptly  within ten  Business  Days
disclosed to the Issuer and the Indenture Trustee in writing.

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

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

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

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

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


                                       16
<PAGE>

            SECTION 8. Indemnification.

            (a) The  Depositor  agrees to indemnify  the Issuer,  the  Indenture
Trustee,   the  Noteholders  and  the  Initial  Purchaser   (collectively,   the
"Indemnified  Parties")  against  any  and  all  claims,  losses,   liabilities,
(including  reasonable  legal  fees and  related  costs)  that the  Issuer,  the
Indenture Trustee, the Noteholders or the Initial Purchaser may sustain directly
related to any breach of the  representations  and  warranties  of the Depositor
under  Section 5 hereof  (the  "Indemnified  Amounts")  excluding,  however  (i)
Indemnified Amounts to the extent resulting from the gross negligence or willful
misconduct  on the part of such  Indemnified  Party;  (ii) any  recourse for any
uncollectible  Timeshare  Loan not  related  to a breach  of  representation  or
warranty; (iii) recourse to the Depositor for a Defective Timeshare Loan so long
as the same is cured,  substituted or repurchased  pursuant to Section 6 hereof,
(iv) income, franchise or similar taxes by such Indemnified Party arising out of
or as a result of this  Agreement or the transfer of the  Timeshare  Loans;  (v)
Indemnified Amounts attributable to any violation by an Indemnified Party of any
Requirement  of Law related to an  Indemnified  Party;  or (vi) the operation or
administration  of the  Indemnified  Party  generally  and  not  related  to the
enforcement  of this  Agreement.  The  Depositor  shall (A) promptly  notify the
Issuer  and the  Indenture  Trustee  if a claim  is made by a third  party  with
respect to this  Agreement  or the  Timeshare  Loans,  and  relating  to (i) the
failure by the Depositor to perform its duties in  accordance  with the terms of
this Agreement or (ii) a breach of the  Depositor's  representations,  covenants
and warranties contained in this Agreement,  (B) assume (with the consent of the
Issuer,  the Indenture  Trustee,  the Noteholders or the Initial  Purchaser,  as
applicable, which consent shall not be unreasonably withheld) the defense of any
such  claim  and  (C)  pay  all  expenses  in  connection  therewith,  including
reasonable  legal  counsel  fees and  promptly  pay,  discharge  and satisfy any
judgment,  order or decree  which may be entered  against it or the Issuer,  the
Indenture  Trustee,  the Noteholders or the Initial Purchaser in respect of such
claim. If the Depositor shall have made any indemnity  payment  pursuant to this
Section 8 and the recipient  thereafter  collects from another Person any amount
relating to the matters covered by the foregoing indemnity,  the recipient shall
promptly repay such amount to the Depositor.

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

            SECTION 9. No Proceedings.  The Depositor hereby agrees that it will
not, directly or indirectly,  institute, or cause to be instituted,  or join any
Person in instituting,  against the Issuer or any  Association,  any bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings,  or other
proceedings  under any  federal or state  bankruptcy  or similar  law so long as
there  shall not have  elapsed  one year plus one day since the latest  maturing
Notes issued by the Issuer.

            SECTION 10.  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


                                       17
<PAGE>

communications  shall not be effective  until received by the party to whom such
notice or communication is addressed.

      Depositor

     Bluegreen Receivables Finance Corporation XII
     4950 Communication Avenue, Suite 900
     Boca Raton, Florida 33431
     Attention: Allan J. Herz, President & Assistant Treasurer
     Telecopier:  (561) 443-8743

     Issuer

     BXG Receivables Note Trust 2006-B
     c/o Wilmington Trust Company
     Rodney Square North
     1100 North Market Street
     Wilmington, Delaware 19890-0001
     Attention:  Corporate Trust Administration
     Telecopier No: (302) 636-4140

            SECTION  11. No  Waiver;  Remedies.  No  failure  on the part of the
Depositor,  the  Issuer or any  assignee  thereof to  exercise,  and no delay in
exercising, any right hereunder shall operate 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.

            SECTION 12. Binding Effect;  Assignability.  This Agreement shall be
binding  upon and inure to the  benefit of the  Depositor,  the Issuer and their
respective  successors  and  assigns.  Any  assignee  of the Issuer  shall be an
express third party beneficiary of this Agreement,  entitled to directly enforce
this  Agreement.  The Depositor may not assign any of its rights and obligations
hereunder or any interest herein without the prior written consent of the Issuer
and any  assignee  thereof.  The Issuer may,  and intends to,  assign all of its
rights  hereunder to the Indenture  Trustee on behalf of the Noteholders and the
Depositor  consents to any such  assignment.  This  Agreement  shall  create and
constitute the continuing  obligations of the parties hereto in accordance  with
its terms,  and shall  remain in full force and  effect  until its  termination;
provided,  however,  that the rights and remedies  with respect to any breach of
any  representation and warranty made by the Depositor pursuant to Section 5 and
the  repurchase  or  substitution  and  indemnification   obligations  shall  be
continuing  and shall survive any  termination of this Agreement but such rights
and remedies may be enforced only by the Issuer and the Indenture Trustee.

            SECTION 13.  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


                                       18
<PAGE>

Depositor from any of the terms or conditions  thereof shall be effective unless
it shall be in writing  and signed by each of the  parties  hereto,  the written
consent  of the  Indenture  Trustee  on behalf of the  Noteholders  is given and
confirmation  from the Rating  Agencies  that such  action  will not result in a
downgrade,  withdrawal  or  qualification  of any rating  assigned to a Class of
Notes is received. The Issuer shall provide the Indenture Trustee and the Rating
Agencies with such proposed modifications,  amendments or waivers. Any waiver or
consent shall be effective only in the specific instance and for the purpose for
which  given.  No consent to or demand by the  Depositor  in any case shall,  in
itself,  entitle it to any other consent or further  notice or demand in similar
or other circumstances.  The Depositor  acknowledges that in connection with the
intended assignment by the Issuer of all of its right, title and interest in and
to each  Timeshare Loan to the Indenture  Trustee on behalf of the  Noteholders,
the Issuer intends to issue the Notes, the proceeds of which will be used by the
Issuer to purchase the Timeshare Loans hereunder.

            SECTION 14. Severability. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation, shall not in any
way be affected or impaired thereby in any other jurisdiction. Without limiting
the generality of the foregoing, in the event that a Governmental Authority
determines that the Issuer may not purchase or acquire the Timeshare Loans, the
transactions evidenced hereby shall constitute a loan and not a purchase and
sale, notwithstanding the otherwise applicable intent of the parties hereto, and
the Depositor shall be deemed to have granted to the Issuer as of the date
hereof, a first priority perfected security interest in all of the Depositor's
right, title and interest in, to and under such Timeshare Loans and the related
property as described in Section 2 hereof.

            SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION.

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

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


                                       19
<PAGE>

      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.

            SECTION 16. 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.

            SECTION  17.  Heading.  The  headings  herein  are for  purposes  of
reference only and shall not otherwise affect the meaning or  interpretation  of
any provision hereof.

            SECTION  18.  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,

                                    BLUEGREEN RECEIVABLES FINANCE
                                    CORPORATION XII


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


                                    BXG RECEIVABLES NOTE TRUST 2006-B
                                    By:  Wilmington Trust Company,
                                         as Owner Trustee


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

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

BLUEGREEN VACATION CLUB TRUST

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


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

                     [Signature Page to the Sale Agreement]


                                       21
<PAGE>

                                   Schedule I

  Representations and Warranties of the Depositor Regarding the Timeshare Loans

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

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

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

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

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

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

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

      (g)   the Timeshare Loan (other than an Aruba 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 that  entitles the holder of the interest to the use
            of a specific  property for a specified  number of days each year or
            every other  year,  subject to the rules of the  Bluegreen  Vacation
            Club;  the  related  Mortgage  has been  delivered  for  filing  and
            recordation with all appropriate


                                      I-1
<PAGE>

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

      (i)   with  respect to the Obligor  and a  particular  Timeshare  Property
            purchased by such Obligor,  there is only one original  Mortgage and
            Mortgage  Note,  in the case of a Deeded  Club Loan,  and,  only one
            Finance Agreement or Owner Beneficiary Agreement,  in the case of an
            Aruba  Loan;  all parties to the  related  Mortgage  and the related
            Mortgage Note (and, in the case of an Aruba Loan,  Finance Agreement
            or Owner  Beneficiary  Agreement)  had legal  capacity to enter into
            such  Timeshare  Loan  Documents  and to execute  and  deliver  such
            related  Timeshare Loan Documents,  and such related  Timeshare Loan
            Documents have been duly and properly executed by such parties;  any
            amendments to such related  Timeshare Loan  Documents  required as a
            result of any mergers  involving the Depositor or its  predecessors,
            to  maintain  the  rights  of  the  Depositor  or  its  predecessors
            thereunder as a mortgagee (or the Depositor, in the case of an Aruba
            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  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 Loan, the related
            Finance Agreement or 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 Bluegreen  Vacation  Club,  Inc.; 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  blanket  commitment,  for title  insurance,  not  subject  to any
            conditions other than standard conditions  applicable to all binding
            commitments,  has been  issued)  under a mortgagee  title  insurance
            policy  issued by a title  insurer  qualified  to do business in the
            jurisdiction  where the related  Timeshare  Property is located in a
            form generally acceptable to prudent originators of similar mortgage
            loans,  insuring the Depositor or its predecessor and its successors
            and assigns,  as to the first priority  mortgage Lien of the related
            Mortgage in an amount equal to the original outstanding Loan Balance
            of  such  Timeshare  Loan,  and  otherwise  in  form  and  substance
            acceptable to the Indenture Trustee;  the Depositor or its assignees
            is a named insured of such mortgagee's title insurance policy;  such
            mortgagee's  title insurance policy is in full force and effect;  no
            claims have been made under such mortgagee's  title insurance policy
            and no prior holder of such Timeshare Loan has done or omitted to do
            anything which would impair the coverage of such  mortgagee's  title
            insurance  policy;  no premiums for such mortgagee's title insurance
            policy, endorsements and all special endorsements are past due;

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

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

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

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


                                      I-3
<PAGE>

            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 Loan, the Timeshare Loan is principally
            and directly secured by an interest in real property;

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

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

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

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

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

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


                                      I-4
<PAGE>

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

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

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

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

      (cc)  in the case of Bluegreen  Owned Resorts (other than La Cabana Resort
            and Casa  del Mar  Resort)  and to the  Depositor's  Knowledge  with
            respect to the  Non-Bluegreen  Owned  Resorts,  La Cabana Resort and
            Casa del Mar Resort,  (i) the related Resort is insured in the event
            of fire,  earthquake,  or other  casualty  for the full  replacement
            value thereof,  and in the event that the Timeshare  Property should
            suffer any loss covered by casualty or other insurance, upon receipt
            of any  insurance  proceeds,  the  Associations  at the  Resorts are
            required,  during the time such Resort is covered by such insurance,
            under  the  applicable  governing  instruments  either  to repair or
            rebuild the portions of the Resort in which the  Timeshare  Property
            is located or to pay such  proceeds  to the  holders of any  related
            Mortgage  secured by a Timeshare  Property  located at such  Resort;
            (ii) the related  Resort,  if located in a  designated  flood plain,
            maintains  flood  insurance  in an amount not less than the  maximum
            level  available  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


                                      I-5
<PAGE>

            insurance  policies  are in full force and effect  with a  generally
            acceptable insurance carrier;

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

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

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

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


                                      I-6
<PAGE>

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

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

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

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

      (kk)  the Timeshare Loan relates to a Resort;

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

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

      (nn)  each of the Timeshare Loan, the Related Security, related Assignment
            of  Mortgage,  related  Mortgage,  related  Mortgage  Note,  related
            Finance   Agreement  or  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,


                                      I-7
<PAGE>

            conveyance or assignment of such  Timeshare  Loan would be unlawful,
            void or voidable;

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

      (qq)  except if such Timeshare  Loan is listed on Schedule  II(qq) 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)  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)  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 Loans only,  Bluegreen shall own, directly
            or  indirectly,  100% of the  economic  and voting  interests of the
            Aruba Originator;

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

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


                                      I-8
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                      I-9
<PAGE>

      (kkk) if the Timeshare Loan is an Aruba Non-Club Loan, such Timeshare Loan
            was originated prior to January 26, 2004; and

      (lll) if the Timeshare Loan is an Aruba Club Loan, such Timeshare Loan was
            originated on or after January 26, 2004.


                                      I-10
<PAGE>

                                   Schedule II

                                   Exceptions


                                      II-1
<PAGE>

                                  Schedule III

                       Schedule of Initial Timeshare Loans


                                      III-1
<PAGE>

                                    Exhibit A

                                  Waiver Letter


                                    Exhibit A
<PAGE>

                                    Exhibit B

                              Club Trust Agreement


                                    Exhibit B
<PAGE>

                                    Exhibit C

                                    ACH Form


                                    Exhibit C