Exhibit 10.188

                               TRANSFER AGREEMENT

            This TRANSFER  AGREEMENT (this  "Agreement"),  dated as of September
15, 2006, is by and among Bluegreen  Corporation,  a  Massachusetts  corporation
("Bluegreen"), BXG Timeshare Trust I, a statutory trust formed under the laws of
the  State  of  Delaware  ("BXG  Timeshare  I" or the  "Seller")  and  Bluegreen
Receivables Finance  Corporation XII, a Delaware  corporation (the "Depositor"),
and their respective permitted successors and assigns.

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

            WHEREAS,  in connection  with the  transactions  contemplated by (i)
that certain purchase and contribution  agreement,  dated as of May 1, 2006 (the
"Warehouse  Purchase  and  Contribution  Agreement")  by and  between  Bluegreen
Timeshare  Finance  Corporation I, as depositor (the "Warehouse  Depositor") and
Bluegreen, as seller, (ii) that certain sale agreement,  dated as of May 1, 2006
(the "Warehouse Sale Agreement") by and between the Warehouse  Depositor and BXG
Timeshare  I,  (iii)  that  certain  indenture,  dated  as of May 1,  2006  (the
"Warehouse  Indenture"),  by and among BXG Timeshare I,  Bluegreen,  as servicer
(the  "Warehouse  Servicer"),  Vacation  Trust,  Inc., as club trustee,  Concord
Servicing Corporation,  as backup servicer,  U.S. Bank National Association,  as
indenture trustee, and Branch Banking and Trust Company, as agent, and (iv) that
certain note funding  agreement,  dated as of May 1, 2006 (the  "Warehouse  Note
Funding  Agreement")  by and among BXG  Timeshare  I, as issuer,  Bluegreen,  as
seller and as  servicer,  the  Warehouse  Depositor,  Branch  Banking  and Trust
Company,  as agent,  and the  purchasers  named  therein,  (A)  Bluegreen  sold,
transferred  and  conveyed,  from  time to time,  all of its  right,  title  and
interest  in, to and under  certain  timeshare  loans,  receivables  and related
security (the "Warehouse Timeshare Loans") to the Warehouse  Depositor,  (B) the
Warehouse  Depositor sold the Warehouse  Timeshare  Loans to BXG Timeshare I and
(C) BXG Timeshare I issued five classes of notes (the "Warehouse Notes") secured
by the Warehouse Timeshare Loans;

            WHEREAS,  in connection  with each sale of the  Warehouse  Timeshare
Loans to the Warehouse  Depositor under the Warehouse  Purchase and Contribution
Agreement, Bluegreen made certain representations and warranties with respect to
the Warehouse Timeshare Loans as of the related transfer dates;

            WHEREAS,  the Depositor has been established as a  bankruptcy-remote
entity owned by Bluegreen for the purpose of acquiring  the Warehouse  Timeshare
Loans and, from time to time,  other Timeshare Loans sold and/or  contributed to
it by Bluegreen,  as the case may be, in accordance  with the  provisions of the
Bluegreen Purchase Agreement;

            WHEREAS,  on the Closing Date,  (i) the Seller wishes to sell all of
its right,  title and  interest  in and to the  Warehouse  Timeshare  Loans (the
"Initial Timeshare Loans") to the Depositor in accordance with the provisions of
this Agreement,  (ii) the Depositor  intends,  concurrently with the purchase of
the Initial Timeshare Loans from the Seller, to sell, transfer and


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otherwise  absolutely  convey,  and  BXG  Receivables  Note  Trust  2006-B  (the
"Issuer")  intends to purchase the Initial  Timeshare  Loans and other timeshare
loans,  and (ii) the Issuer intends to pledge such Initial  Timeshare  Loans and
other timeshare loans acquired thereby to U.S. Bank,  National  Association,  as
indenture trustee (in such capacity,  the "Indenture Trustee") and custodian (in
such capacity, the "Custodian"), pursuant to an indenture, dated as of September
15, 2006 (the "Indenture"), by and among the Issuer, Bluegreen, as servicer (the
"Servicer"),  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,  Bluegreen  originated  the  Initial  Timeshare  Loans,  is
familiar  with the terms of the  Initial  Timeshare  Loans and is the  Warehouse
Servicer  and  has  been  servicing  each  of the  Initial  Timeshare  Loans  in
accordance  with the  Servicing  Standard and the  applicable  provisions of the
Warehouse Indenture and it has not taken or failed to take any action to cause a
breach of the representations and warranties set forth in the Warehouse Purchase
and Contribution Agreement;

            WHEREAS,  in  consideration  for providing the  representations  and
warranties set forth in Section 5 of this Agreement and having the obligation to
cure any material breaches thereof, or to repurchase or substitute any Defective
Timeshare Loans,  and to provide the indemnities set forth hereunder,  Bluegreen
desires:  (i) to act as the Servicer on behalf of the holders of the Notes,  for
which  Bluegreen  shall be entitled to receive a  Servicing  Fee and  Additional
Servicing Compensation in accordance with the provisions of the Indenture,  (ii)
to act as the  Administrator on behalf of the Issuer and the Owner Trustee,  for
which  Bluegreen  shall be entitled to an  Administrator  Fee, (iii) to have the
option,  but not the  obligation,  to purchase or substitute  Upgrade Club Loans
pursuant  to the  terms  and  conditions  set  forth in this  Agreement  and the
Transaction  Documents and (iv) to have the option,  but not the obligation,  to
purchase  or  substitute  Defaulted  Timeshare  Loans,  which such option may be
waived with respect to any Defaulted  Timeshare Loan, in each case,  pursuant to
the terms and conditions set forth herein; and

            WHEREAS, Bluegreen, as the sole stockholder of the Depositor, who is
the residual interest owner of the Issuer,  will derive an economic benefit from
the sale hereunder of the Initial Timeshare Loans to the Depositor.

            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:

            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.


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            SECTION 2. Acquisition of Timeshare Loans.

            (a) Initial  Timeshare Loans. On the Closing Date, in return for the
Timeshare Loan  Acquisition  Price for each of the Initial  Timeshare Loans, the
Seller does hereby transfer,  assign,  sell and grant to the Depositor,  without
recourse (except as provided in Section 6 and Section 8 hereof),  any and all of
the Seller's right, title and interest in and to (i) the Initial Timeshare Loans
listed on Schedule III hereto,  (ii) the  Receivables in respect of such Initial
Timeshare Loans due after the related Cut-Off Date, (iii) the related  Timeshare
Loan  Documents  (excluding  any  rights as  developer  or  declarant  under the
Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare
Program Governing Documents),  (iv) all Related Security in respect of each such
Initial Timeshare Loan and (v) all income, payments, proceeds and other benefits
and rights  related to any of the foregoing  (the  property in clauses  (i)-(v),
being the "Assets").  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) shall immediately vest
in the  Depositor,  its  successors  and assigns.  The Seller shall not take any
action  inconsistent with such ownership nor claim any ownership interest in any
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 Depositor 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
Seller hereby  agrees to deliver or cause to be  delivered,  on the Closing Date
(with  respect to any Initial  Timeshare  Loan) and  Bluegreen  hereby agrees to
deliver or cause to be  delivered,  on or within  five  Business  Days from each
Transfer Date (with respect to any Qualified  Substitute Timeshare Loan), to the
Custodian,  all related  Timeshare  Loan Files and to the  Servicer  all related
Timeshare Loan Servicing Files.

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

            (d)   Limitation  of  Liability.   Neither  the  Depositor  nor  any
subsequent assignee of the Depositor shall have any obligation or liability with
respect to any Timeshare Loan nor shall the Depositor or any subsequent assignee
have any  liability  to any Obligor in respect of any  Timeshare  Loan.  No such
obligation  or  liability  is  intended  to be assumed by the  Depositor  or any
subsequent  assignee  herewith  and  any  such  liability  is  hereby  expressly
disclaimed.

            SECTION 3. Intended Characterization; Grant of Security Interest. It
is the intention of the parties  hereto that the transfer of Timeshare  Loans to
be made pursuant to the


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

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

            Each of the Seller, Bluegreen, the Club, the Club Trustee and any of
its  Affiliates  hereby  agrees to make the  appropriate  entries in its general
accounting   records  and  to  indicate  that  the  Timeshare  Loans  have  been
transferred to the Depositor and its subsequent assignees.

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

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


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<PAGE>

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

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

            (d) On or before the Closing  Date and on each  Transfer  Date,  the
Indenture shall be in full force and effect.

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

            (f) Each Initial Timeshare Loan shall be an Eligible  Timeshare Loan
and each of the conditions herein and in the Indenture for the purchases of such
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 Depositor  shall have received such other  certificates  and
opinions as it shall reasonably request.

            SECTION 5.  Representations  and Warranties and Certain Covenants of
Bluegreen.

            (a)  Bluegreen  represents  and  warrants to the  Depositor  and the
Indenture Trustee for the benefit of the Noteholders as follows:

                  (i) Due Incorporation;  Valid Existence;  Good Standing. As of
      the Closing Date and as of each Transfer  Date,  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,


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<PAGE>

      except  where the  failure  to be so  qualified  will not have a  material
      adverse  effect on its business or its ability to perform its  obligations
      under this  Agreement or any other  Transaction  Document to which it is a
      party or under the  transactions  contemplated  hereunder or thereunder or
      the validity or  enforceability  of any Timeshare  Loans.  To  Bluegreen's
      Knowledge,  as of the Closing Date,  the Seller is a statutory  trust duly
      organized  and  validly  existing in good  standing  under the laws of the
      jurisdiction  of its formation  and is duly  qualified to do business as a
      foreign  entity and in good standing  under the laws of each  jurisdiction
      where 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  ability  to  perform  its
      obligations  under this  Agreement  or any other  Transaction  Document to
      which it is a party or under the  transactions  contemplated  hereunder or
      thereunder or the validity or enforceability of any Timeshare Loans.

                  (ii)  Possession  of Licenses,  Certificates,  Franchises  and
      Permits.  As of the Closing Date with respect to the Seller and  Bluegreen
      and as of each Transfer Date with respect to Bluegreen,  each of Bluegreen
      and the Seller holds 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.  As of the Closing Date
      and as of each Transfer  Date, 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.  To Bluegreen's Knowledge, as of the
      Closing Date, the Seller has 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.  To Bluegreen's Knowledge, as of the
      Closing Date, the Seller has all requisite power and authority to acquire,
      own, transfer and convey Timeshare Loans to the Depositor.

                  (iv) Authorization,  Execution and Delivery Valid and Binding.
      As of the Closing Date and as of each Transfer  Date,  this  Agreement and
      all other Transaction  Documents and instruments  required or contemplated
      hereby  to  be  executed  and  delivered  by  Bluegreen   have  been  duly
      authorized,  executed and  delivered by  Bluegreen  and,  assuming the due
      execution and delivery by, the other party or parties  hereto and thereto,
      constitute  legal,  valid  and  binding  agreements   enforceable  against
      Bluegreen in


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      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
      Bluegreen and to general principles of equity,  regardless of whether such
      enforceability shall be considered in a proceeding in equity or at law. To
      Bluegreen's  Knowledge,  as of the Closing  Date,  this  Agreement and all
      other  Transaction  Documents  and  instruments  required or  contemplated
      hereby  to be  executed  and  delivered  by  the  Seller  have  been  duly
      authorized,  executed and  delivered  by the Seller and,  assuming the due
      execution and delivery by, the other party or parties  hereto and thereto,
      constitute legal,  valid and binding  agreements  enforceable  against the
      Seller  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 the Seller and to general principles of equity, regardless
      of whether such  enforceability  shall be  considered  in a proceeding  in
      equity or at law. To Bluegreen's  Knowledge,  as of the Closing Date, this
      Agreement  constitutes  a valid  transfer of the Seller's  interest in the
      Timeshare Loans to the Depositor or, in the event of the  characterization
      of any such  transfer as a loan,  the valid  creation of a first  priority
      perfected  security  interest  in such  Timeshare  Loans  in  favor of the
      Depositor.

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


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      deed of trust, contract or other instrument.  To Bluegreen's Knowledge, as
      of the Closing Date, the execution, delivery and performance by the Seller
      of this Agreement and any other  Transaction  Document to which the Seller
      is a party do not and will not (1)  violate any of the  provisions  of its
      certificate  of trust,  trust  agreement or other  related  organizational
      document,  (2)  violate any  provision  of any law,  governmental  rule or
      regulation  currently in effect applicable to the Seller or its properties
      by which the Seller or its properties may be bound or affected, including,
      without  limitation,  any bulk transfer laws,  where such violation  would
      have a material  adverse  effect on the  Seller's  ability to perform  its
      obligations  under this  Agreement  or any other  Transaction  Document to
      which  the  Seller  is a party  or  under  the  transactions  contemplated
      hereunder or thereunder or the validity or enforceability of any Timeshare
      Loans,  (3)  violate  any  judgment,  decree,  writ,  injunction,   award,
      determination or order currently in effect applicable to the Seller or its
      properties or by which the Seller or its properties are bound or affected,
      where such violation would have a material  adverse effect on the Seller's
      ability to perform  its  obligations  under  this  Agreement  or any other
      Transaction  Document  to  which  the  Seller  is a  party  or  under  the
      transactions  contemplated  hereunder  or  thereunder  or the  validity or
      enforceability  of Timeshare  Loans or (4) conflict  with,  or result in a
      breach of, or  constitute a default  under,  any of the  provisions of any
      sale and servicing agreement, indenture, mortgage, deed of trust, contract
      or other instrument to which the Seller is a party or by which it is bound
      where such violation would have a material  adverse effect on the Seller's
      ability to perform  its  obligations  under  this  Agreement  or any other
      Transaction  Document  to  which  the  Seller  is a  party  or  under  the
      transactions  contemplated  hereunder  or  thereunder  or the  validity or
      enforceability of Timeshare Loans.

                  (vi)  Governmental  Consent.  As of the Closing Date and as of
      each Transfer Date, no consent,  approval,  order or authorization of, and
      no filing with or notice to, any court or other Governmental  Authority in
      respect of Bluegreen is required which has not been obtained in connection
      with the authorization, execution, delivery or performance by Bluegreen of
      this  Agreement  or  any of  the  other  Transaction  Documents  to  which
      Bluegreen is a party or under the transactions  contemplated  hereunder or
      thereunder,  including,  without limitation, the transfer of the Timeshare
      Loans and the creation of the security  interest of the Depositor  therein
      pursuant to Section 3 hereof. To Bluegreen's Knowledge,  as of the Closing
      Date, no consent,  approval, order or authorization of, and no filing with
      or notice to, any court or other Governmental  Authority in respect of the
      Seller is  required  which has not been  obtained in  connection  with the
      authorization,  execution,  delivery or  performance by the Seller of this
      Agreement or any of the other Transaction Documents to which the Seller is
      a party or under the  transactions  contemplated  hereunder or thereunder,
      including,  without  limitation,  the transfer of Timeshare  Loans and the
      creation of the security  interest of the  Depositor  therein  pursuant to
      Section 3 hereof.

                  (vii) Defaults. As of the Closing Date and as of each Transfer
      Date,  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


                                       8
<PAGE>

      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. To Bluegreen's
      Knowledge,  as of the Closing Date, the Seller 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, 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.  As of the  Closing  Date  and as of  each
      Transfer  Date,  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. To Bluegreen's Knowledge,  as of the Closing Date
      the Seller is solvent and will not be rendered  insolvent  by the transfer
      of any Timeshare Loans hereunder.  To Bluegreen's Knowledge,  on and after
      the  Closing  Date,  the  Seller  will  not  engage  in  any  business  or
      transaction,  the result of which would cause the property  remaining with
      it to constitute an unreasonably small amount of capital.

                  (ix) Pending  Litigation or Other  Proceedings.  Other than as
      described in the Offering  Circular and on Schedule 5 attached hereto,  as
      of the Closing Date, there is no pending or, to its Knowledge,  threatened
      action, suit, proceeding or investigation before any court, administrative
      agency,  arbitrator or governmental body against or affecting it which, if
      decided adversely, would materially and adversely affect (A) its condition
      (financial  or  otherwise),  business  or  operations,  (B) its ability to
      perform its obligations  under, or the validity or enforceability of, this
      Agreement or any other documents or transactions  contemplated  under this
      Agreement,  (C) any Timeshare  Loan or title of any Obligor to any related
      Timeshare Property pursuant to the applicable Owner Beneficiary  Agreement
      or (D) the  Depositor's  or any of its  assigns'  ability to  foreclose or
      otherwise  enforce the liens of the related  Mortgage Notes and the rights
      of the  Obligors  to use  and  occupy  the  related  Timeshare  Properties
      pursuant to the applicable  Owner  Beneficiary  Agreement.  To Bluegreen's
      Knowledge,  as of the  Closing  Date,  there is no pending  or  threatened
      action, suit, proceeding or investigation before any court, administrative
      agency,  arbitrator or  governmental  body against or affecting the Seller
      which, if decided adversely, would materially and adversely affect (A) the
      Seller's  ability to perform its  obligations  under,  or the  validity or
      enforceability  of, this Agreement or any other  documents or transactions
      contemplated under this Agreement,  (B) any Timeshare Loan or title of any
      Obligor to any related Timeshare Property pursuant to the applicable Owner
      Beneficiary  Agreement  or (C)  the  Depositor's  or  any of its  assigns'
      ability  to  foreclose  or  otherwise  enforce  the  liens of the  related
      Mortgage Notes and the rights of the Obligors to


                                       9
<PAGE>

      use and occupy the related Timeshare Properties pursuant to the applicable
      Owner Beneficiary Agreement.

                  (x)  Information.  As of  the  Closing  Date  and  as of  each
      Transfer Date, no document, certificate or report furnished or required to
      be furnished by or on behalf of it or, to Bluegreen's Knowledge, on behalf
      of the Seller  pursuant to this  Agreement,  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.
      As of the Closing Date and as of each Transfer Date, as applicable,  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,
      its financial condition or assets or business,  or which may impair its or
      the  Seller's  ability to perform its  respective  obligations  under this
      Agreement,  which  have not been  disclosed  herein or  therein  or in the
      certificates  and other documents  furnished to the Depositor by or on its
      or the Seller's behalf pursuant hereto or thereto  specifically for use in
      connection with the transactions contemplated hereby or thereby.

                  (xi) Foreign Tax  Liability.  As of the Closing Date and as of
      each Transfer  Date, 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 as of 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 Bluegreen or any of its Affiliates,  and, to Bluegreen's 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)  Bluegreen 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 Bluegreen or any of
      its Affiliates  contributes or in which Bluegreen or any of its Affiliates
      participates  (a  "Bluegreen   Multiemployer  Plan");  and  (iii)  neither
      Bluegreen nor any of its Affiliates  has withdrawn from any  Multiemployer
      Plan with  respect to which  there is any  outstanding  liability  and, to
      Bluegreen's  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 Bluegreen
      Multiemployer Plan that could result in any liability to Bluegreen.

                  (xiii) Taxes. Other than as described on Schedule 5 hereto, as
      of the Closing Date, it (A) 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


                                       10
<PAGE>

      faith through appropriate  proceedings or except where the failure to file
      or pay will not have a material adverse effect on the rights and interests
      of the  Depositor,  (B) 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 (C) intends to pay all
      such taxes,  assessments and  governmental  charges,  if any, when due. To
      Bluegreen's  Knowledge,  the Seller has filed,  as of the Closing Date all
      applicable  tax returns  which it  reasonably  believes are required to be
      filed.

                  (xiv) Place of Business.  As of the Closing Date (with respect
      to Bluegreen and the Seller) and as of each Transfer Date (with respect to
      Bluegreen),  the principal  place of business and chief  executive  office
      where Bluegreen and the Seller keep their records concerning the Timeshare
      Loans will be 4960  Conference Way North,  Suite 100, Boca Raton,  Florida
      33431 (or such  other  place  specified  by  Bluegreen  and the  Seller by
      written  notice to the  Depositor and the  Indenture  Trustee).  As of the
      Closing Date, the Seller is a statutory trust formed under the laws of the
      State of Delaware.  As of the Closing Date and as of each  Transfer  Date,
      Bluegreen is a corporation  formed under the laws of the  Commonwealth  of
      Massachusetts.

                  (xv) Securities  Laws. As of the Closing Date (with respect to
      Bluegreen  and the Seller) and as of each  Transfer  Date (with respect to
      Bluegreen),  neither it nor, to  Bluegreen's  Knowledge,  the Seller is an
      "investment  company" or a company "controlled" by an "investment company"
      within the meaning of the Investment  Company Act of 1940, as amended.  As
      of the Closing Date, no portion of the Timeshare  Loan  Acquisition  Price
      for each of the Initial  Timeshare  Loans will be used by it or the Seller
      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. As of the Closing Date and as
      of each Transfer Date, 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;


                                       11
<PAGE>

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

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

                        (E) The Club Trustee holds all right, title and interest
            in and to all of the Timeshare  Properties related to the Club Loans
            solely for the  benefit  of the  Beneficiaries  referred  to in, and
            subject in each case to the provisions of, the Club Trust  Agreement
            and the other documents and agreements related thereto.  Except with
            respect to the  Mortgages,  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 Servicer nor, to Bluegreen's Knowledge, 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


                                       12
<PAGE>

            document to which it is a party or by which it is bound,  including,
            without limitation, the Club Trust Agreement;

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

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

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

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

                  (xvii) As of the  Closing  Date,  Bluegreen  is the  Warehouse
      Servicer  and  has  been  servicing  the  Warehouse   Timeshare  Loans  in
      accordance  with the Servicing  Standard and the applicable  provisions of
      the Warehouse  Indenture and it has not taken or failed to take any action
      to cause a breach  of the  representations  and  warranties  set  forth in
      Sections 12.2 of the Warehouse Indenture.

            (b)  Bluegreen  hereby  makes  the  representations  and  warranties
relating to the Timeshare  Loans  contained in Schedule I hereto for the benefit
of the  Depositor,  the Issuer and the Indenture  Trustee for the benefit of the
Noteholders  as of the Closing Date (only with respect to the Initial  Timeshare
Loans) and each  Transfer Date (only with respect to each  Qualified  Substitute
Timeshare Loan transferred on such Transfer Date), as applicable.

            (c)  It is  understood  and  agreed  that  the  representations  and
warranties  set  forth  in this  Section  5 shall  survive  the (i) sale of each
Timeshare Loan to the Depositor and (ii) any assignment of such Timeshare  Loans
by the Depositor 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. Each of the Seller and Bluegreen acknowledges that it has been
advised  that the  Depositor  intends  to  assign  all of its  right,  title and
interest in and to each Timeshare Loan and its


                                       13
<PAGE>

rights and remedies under this Agreement to the Issuer. The Seller and Bluegreen
jointly  agree that,  upon any such  assignment,  the  Depositor  and any of its
assignees may enforce directly, without joinder of the Depositor (but subject to
any  defense  that  Bluegreen  may have  under  this  Agreement)  all rights and
remedies hereunder.

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

            SECTION 6. Repurchases and Substitutions.

            (a)  Mandatory   Repurchases  and   Substitutions  for  Breaches  of
Representations and Warranties. Upon the receipt of notice by Bluegreen from the
Depositor,  the  Issuer  or the  Indenture  Trustee  of a  breach  of any of the
representations  and  warranties  in Section 5 hereof (on the date on which such
representation  or warranty was made) which materially and adversely affects the
value of a Timeshare  Loan or the interests of the  Depositor or any  subsequent
assignee of the Depositor  (including  the Issuer and the  Indenture  Trustee on
behalf of the Noteholders) therein, Bluegreen shall within 60 days of receipt of
such notice,  cure in all material  respects the circumstance or condition which
has  caused  such  representation  or  warranty  to be  incorrect  or either (i)
repurchase the  Depositor's  interest in such Defective  Timeshare Loan from the
Depositor  at the  Repurchase  Price  or  (ii)  provide  one or  more  Qualified
Substitute Timeshare Loans and pay the related  Substitution  Shortfall Amounts,
if any. Bluegreen and the Seller acknowledge that the Depositor shall,  pursuant
to the Sale  Agreement  sell  Timeshare  Loans and rights and remedies  acquired
hereunder to the Issuer and that the Issuer shall  pledge such  Timeshare  Loans
and  rights  to  the  Indenture  Trustee.   Bluegreen  and  the  Seller  further
acknowledge that the Indenture Trustee will be appointed  attorney in fact under
the Indenture and may enforce Bluegreen's repurchase or substitution obligations
if Bluegreen has not complied with its repurchase and  substitution  obligations
under this Agreement within the aforementioned 60 day period.

            (b) Optional Purchases or Substitutions of Club Loans. The Depositor
hereby  irrevocably  grants  Bluegreen  an option to  repurchase  or  substitute
Original  Club Loans it has under the Sale  Agreement,  the  Bluegreen  Purchase
Agreement  and as  described  in the  following  sentence.  With  respect to any
Original  Club Loans for which the  related  Obligor  has  elected to effect and
Bluegreen has agreed to effect an Upgrade, Bluegreen 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
Bluegreen's  option to substitute  one or more  Qualified  Substitute  Timeshare
Loans  for an  Original  Club  Loan  is  limited  on any  date to (x) 20% of the
Aggregate  Closing Date  Collateral  Balance  less (y) the Loan  Balances of all
Original  Club  Loans  previously   substituted  by  Bluegreen  on  the  related
substitution dates pursuant to this


                                       14
<PAGE>

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

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

            (f) Qualified Substitute  Timeshare Loans.  Pursuant to Section 6(g)
hereof,  on the related Transfer Date,  Bluegreen 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,
Bluegreen does hereby transfer, assign, sell and grant to the Depositor, without
recourse (except


                                       15
<PAGE>

as  provided  in  Section 6 and  Section 8 hereof),  any and all of  Bluegreen's
right, title and interest in and to (i) each Qualified Substitute Timeshare Loan
conveyed to the Depositor on such Transfer Date, (ii) the Receivables in respect
of the Qualified  Substitute Timeshare Loans due after the related Cut-Off Date,
(iii) the related Timeshare Loan Documents (excluding any rights as developer or
declarant  under the  Timeshare  Declaration,  the  Timeshare  Program  Consumer
Documents  or the  Timeshare  Program  Governing  Documents),  (iv) all  Related
Security in respect of such Qualified  Substitute  Timeshare  Loans, and (v) all
income,  payments,  proceeds and other benefits and rights related to any of the
foregoing.  Upon such sale, the ownership of each Qualified Substitute Timeshare
Loan and all collections  allocable to principal and interest  thereon after the
related  Cut-Off  Date and all  other  property  interests  or  rights  conveyed
pursuant to and  referenced in this Section 6(f) shall  immediately  vest in the
Depositor,  its  successors  and  assigns.  Bluegreen  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.  Bluegreen
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.
Bluegreen shall, on each related Transfer Date, certify or cause to be certified
in writing to the Depositor,  the Issuer and the Indenture Trustee that each new
Timeshare Loan meets all the criteria of the definition of "Qualified Substitute
Timeshare  Loan"  and that  (i) the  Timeshare  Loan  Files  for such  Qualified
Substitute  Timeshare  Loans have been  delivered  to the  Custodian or shall be
delivered within five Business Days, and (ii) the Timeshare Loan Servicing Files
for such  Qualified  Substitute  Timeshare  Loans  have  been  delivered  to the
Servicer.

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


                                       16
<PAGE>

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

            SECTION 7. Additional Covenants of Bluegreen and the Seller.

            (a)  Bluegreen  hereby  covenants  and agrees with the  Depositor as
follows:

                  (i) 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.

                  (ii) 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.

                  (iii)  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 Depositor.

                  (iv)  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  Depositor  and  that  the  Depositor  is the  owner  of such
      Timeshare Loan.

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

                  (vi) It agrees  from time to time to, or cause the  Seller to,
      at  Bluegreen's   expense,   promptly  execute  and  deliver  all  further
      instruments and documents,  and to take all further  actions,  that may be
      necessary, or that the Depositor,  the Issuer or the Indenture Trustee may
      reasonably request, to perfect, protect or more fully evidence the sale of
      the  Timeshare  Loans to the  Depositor,  or to enable  the  Depositor  to
      exercise and enforce its


                                       17
<PAGE>

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

                  (vii) Any change in the legal name of Bluegreen 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 10
      Business  Days,  disclosed to the Depositor  and the Indenture  Trustee in
      writing.

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

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

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

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

            (b) The Seller  hereby  covenants  and agrees with the  Depositor as
follows:

                  (i) The Seller authorizes the Depositor,  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  Seller  where
      permitted  by law. A photocopy  or other  reproduction  of this  Agreement
      shall be sufficient as a financing  statement  where permitted by law. The
      Depositor  confirms  that  it is  not  its  present  intention  to  file a
      photocopy  or  other   reproduction  of  this  Agreement  as  a  financing
      statement, but reserves the right to do so if,


                                       18
<PAGE>

      in its  good  faith  determination,  there is at such  time no  reasonable
      alternative remaining to it.

                  (ii)  It  shall  comply  with  all  applicable  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.

                  (iii) So long as the Warehouse Notes are outstanding, it shall
      preserve and maintain for itself 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.

                  (iv) Any change in the legal name of the Seller 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 10
      Business  Days,  disclosed to the Depositor  and the Indenture  Trustee in
      writing.

                  (v) On or prior to the  Closing  Date,  it shall  indicate  in
      computer  files and other records to indicate that each Initial  Timeshare
      Loan has been sold to the Depositor.

                  (vi)  It  shall  respond  to any  inquiries  with  respect  to
      ownership of an Initial Timeshare Loan by stating that such Timeshare Loan
      has been sold to the Depositor and that the Depositor is the owner of such
      Timeshare Loan.

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

                  (viii) It agrees and  authorizes  the filing,  at  Bluegreen's
      expense, of the financing  statements  specified in Section 7(a)(v) hereof
      in favor of the Depositor,  the Issuer and the Indenture Trustee on behalf
      of the Noteholders, with respect to the Timeshare Loans.

                  (ix) It agrees from time to time to, at  Bluegreen's  expense,
      promptly execute and deliver all further instruments and documents, and to
      take all further  actions,  that may be necessary,  or that the Depositor,
      the Issuer or the Indenture  Trustee may reasonably  request,  to perfect,
      protect or more fully evidence the sale of the Timeshare Loans, or to


                                       19
<PAGE>

      enable the Depositor,  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.  The  Seller  hereby  appoints
      Bluegreen,  the  Depositor,  the  Issuer  and  the  Indenture  Trustee  as
      attorneys-in-fact,  which  appointment  is coupled with an interest and is
      therefore  irrevocable,  to act on  behalf  and in the name of the  Seller
      under this Section 7(b)(ix).

            SECTION 8. Indemnification.

            (a) Bluegreen hereby agrees to indemnify the Depositor,  the Issuer,
the Indenture Trustee, the Noteholders and the Initial Purchaser  (collectively,
the  "Indemnified  Parties")  against any and all claims,  losses,  liabilities,
(including  reasonable  legal fees and related  costs) that the  Depositor,  the
Issuer,  the Indenture  Trustee,  the  Noteholders or the Initial  Purchaser may
sustain directly related to any breach of the  representations and warranties of
Bluegreen 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 Bluegreen for a related 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 parties  hereto shall (A) promptly
notify the other parties hereto, 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 (1) the failure by Bluegreen to perform its duties in accordance
with the terms of this Agreement or (2) a breach of Bluegreen's representations,
covenants  and  warranties  contained  in this  Agreement,  (B) assume (with the
consent of the Depositor,  the Issuer, the Indenture Trustee, the Noteholders or
the Initial  Purchaser,  as applicable,  which consent shall not be unreasonably
withheld)  the defense of any such claim and (C) pay all expenses in  connection
therewith,  including  reasonable legal counsel fees and promptly pay, discharge
and satisfy any judgment, order or decree which may be entered against it or the
Depositor,  the Issuer,  the Indenture  Trustee,  the Noteholders or the Initial
Purchaser in respect of such claim.  If Bluegreen  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 Bluegreen.

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

            SECTION 9. No Proceedings.  Each of the Seller and Bluegreen  hereby
agrees  that it will not,  directly  or  indirectly,  institute,  or cause to be
instituted,  or join any Person in  instituting,  against the  Depositor  or any
Association, any bankruptcy, reorganization,


                                       20
<PAGE>

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

            Seller

            BXG Timeshare Trust I
            c/o Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890-0001
            Attention: Corporate Trust Administration
            Telecopier: (302) 651-8882

            Depositor

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

            Bluegreen

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

            SECTION  11.  No  Waiver;  Remedies.  No  failure  on  the  part  of
Bluegreen, the Seller, the Depositor or any assignee thereof to exercise, and no
delay in exercising,  any right hereunder shall operate as a waiver thereof, nor
shall any single or partial  exercise of any right hereunder  preclude any other
or further  exercise  thereof or the exercise of any other  right.  The remedies
herein provided are cumulative and not exclusive of any other remedies  provided
by law.

            SECTION 12. Binding Effect;  Assignability.  This Agreement shall be
binding  upon and  inure to the  benefit  of the  Depositor  and its  respective
successors and assigns. Any


                                       21
<PAGE>

assignee of the Depositor  shall be an express third party  beneficiary  of this
Agreement,  entitled to directly enforce this Agreement.  Neither the Seller nor
Bluegreen  may  assign  any of their  rights and  obligations  hereunder  or any
interest  herein  without the prior  written  consent of the  Depositor  and any
assignee  thereof.  The Depositor  may, and intends to, assign all of its rights
hereunder  to the Issuer and each of the Seller and  Bluegreen  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  (or, in the case of the Seller,
so long as the Warehouse  Notes are  outstanding)  provided,  however,  that the
rights  and  remedies  with  respect  to any  breach of any  representation  and
warranty  made by  Bluegreen  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 Depositor, 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 Seller or Bluegreen  from any of the terms or conditions
thereof  shall be effective  unless it shall be in writing and signed by each of
the parties hereto,  the written  consent of the Indenture  Trustee on behalf of
the  Noteholders is given and  confirmation  from the Rating  Agencies that such
action will not result in a downgrade, withdrawal or qualification of any rating
assigned to a Class of Notes is received. The Seller and Bluegreen shall provide
to  the   Indenture   Trustee  and  the  Rating   Agencies  with  such  proposed
modifications,  amendments or waivers.  Any waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No consent to
or demand by the Seller or Bluegreen in any case shall, in itself, entitle it to
any other consent or further notice or demand in similar or other circumstances.
Each of the  Seller  and  Bluegreen  acknowledges  that in  connection  with the
intended  assignment by the Depositor of all of its right, title and interest in
and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes,
the proceeds of which will be used by the Issuer to purchase the Timeshare Loans
from the Depositor under the terms of the Sale Agreement.

            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 Depositor may not purchase or acquire  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  Seller  shall be deemed to have  granted  to the  Depositor  as of the date
hereof,  a first  priority  perfected  security  interest in all of the Seller's
right,  title and interest in, to and under such Timeshare Loans and the 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


                                       22
<PAGE>

            OF LAW  OTHER  THAN  SECTIONS  5-1401  AND  5-1402  OF  THE  GENERAL
            OBLIGATIONS LAW OF THE STATE OF NEW YORK.

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

            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.


                                       23
<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, as Depositor


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


                             BXG TIMESHARE TRUST I

                             By:  Wilmington Trust Company,
                                  as Owner Trustee


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


                             BLUEGREEN CORPORATION


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

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

BLUEGREEN VACATION CLUB TRUST

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


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

                   [Signature Page to the Transfer Agreement]


                                       24
<PAGE>

                                   Schedule I

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

(g)   the  Timeshare  Loan (other  than an Aruba 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  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


                                      I-1
<PAGE>

      enforceable first Lien on the related Timeshare Property,  subject only to
      Permitted Liens;  and the Seller (or Bluegreen,  as the case may be) 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  Seller  or  Bluegreen  or  any  of  their
      predecessors,  to maintain  the rights of the Seller or Bluegreen or their
      predecessors  thereunder  as a mortgagee  (or a Seller,  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;

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


                                      I-2
<PAGE>

(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 Seller (or Bluegreen,  as the case
      may be) 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 Seller (or
      Bluegreen, as the case may be) 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 Seller or  Bluegreen  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,  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;


                                      I-3
<PAGE>

(s)   the Timeshare Loan was originated by Bluegreen or one of its Affiliates in
      the normal  course of its  business;  the  Timeshare  Loan  originated  by
      Bluegreen or one of its Affiliates was underwritten in accordance with its
      underwriting  guidelines and the Credit Policy; to Bluegreen's  Knowledge,
      the origination,  servicing and collection practices used by Bluegreen and
      its  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 Bluegreen's Knowledge,  there are no delinquent or unpaid taxes, ground
      rents (if any), water charges, sewer rents or assessments outstanding with
      respect  to any of the  Timeshare  Properties,  nor any other  outstanding
      Liens or charges  affecting the Timeshare  Properties that would result in
      the imposition of a Lien on the Timeshare  Property  affecting the Lien of
      the related  Mortgage or otherwise  materially  affecting the interests of
      the  Indenture  Trustee  on  behalf  of the  Noteholders  in  the  related
      Timeshare Loan;

(w)   other than with respect to delinquent payments of principal or interest 60
      or  fewer  days  past due as of the  Cut-Off  Date,  there is no  default,
      breach,  violation or event of  acceleration  existing under the Mortgage,
      the related Mortgage Note or any other document or instrument  evidencing,
      guaranteeing,  insuring or otherwise  securing the related Timeshare Loan,
      and no  event  which,  with  the  lapse  of time or  with  notice  and the
      expiration  of any  grace or cure  period,  would  constitute  a  material
      default, breach,  violation or event of acceleration  thereunder;  and the
      Seller or  Bluegreen  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;

(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 Seller and, to Bluegreen'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


                                      I-4
<PAGE>

      such  interest,  was) in compliance  with any and all  applicable  filing,
      licensing  and  "doing  business"  requirements  of the laws of the  state
      wherein  the  Timeshare  Property  is located to the extent  necessary  to
      permit the  Seller to  maintain  or defend  actions  or  proceedings  with
      respect  to the  Timeshare  Loan in all  appropriate  forums in such state
      without any further act on the part of any such party;

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

(bb)  the related  Associations were duly organized and are validly existing;  a
      manager (the "Manager")  manages such Resort and performs services for the
      Associations,  pursuant  to an  agreement  between  the  Manager  and  the
      respective Associations,  such contract being in full force and effect; to
      Bluegreen'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  Bluegreen'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  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;


                                      I-5
<PAGE>

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

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

(kk)  the Timeshare Loan relates to a Resort;


                                      I-6
<PAGE>

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

(pp)  to  Bluegreen'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 Bluegreen;

(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;


                                      I-7
<PAGE>

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

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

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

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

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

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

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


                                      I-8
<PAGE>

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

(ggg) 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;

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

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

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


                                      I-9
<PAGE>

                                   Schedule II

                                   Exceptions


                                      II-1
<PAGE>

                                  Schedule III

                           Schedule of Timeshare Loans


                                      III-1
<PAGE>

                                   Schedule 5

      The Tennessee Audit Division (the  "Division") has advised  Bluegreen that
rather  than  attempting  to impose a sales tax on sales of  vacation  ownership
interests in  Tennessee,  it intends to seek to impose a sales tax on the use of
accommodations in Bluegreen's  Tennessee properties by owners who became members
of  Bluegreen  Vacation  Club through the  purchase of  non-Tennessee  timeshare
interests.  The  Division  has audited the period from  December 1, 2001 through
December 21, 2004.  Bluegreen  has been advised  verbally  that the Division has
assessed  sales taxes of  approximately  $650,000 for the period under audit for
transient use of Bluegreen Vacation Club properties.  In the past, the timeshare
industry has been  successful in avoiding the  imposition  by various  states of
sales tax on the  reservation  and use of  accommodations  by timeshare  owners.
Bluegreen  intends to vigorously  challenge the assessment of sales taxes by the
Division;  however,  there is no assurance  that Bluegreen will be successful in
challenging the assessment.

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

      Also related to the Mountain Lakes  subdivision  is litigation  related to
the  development  of mineral  rights within the  subdivision.  In April 2006, in
Lesley,  et al v.  Bluegreen  Southwest  One,  L.P.  acting  through its general
partner Bluegreen Southwest Land, Inc., et al, Cause No. 28006 District Court of
the 266th  Judicial  District,  Erath County,  Texas,  plaintiffs  filed a First
Amended Original Petition (April 2006).  Pursuant to this First Amended Original
Petition,  plaintiffs  seek to develop  mineral  interests in the Mountain Lakes
subdivision and to recover damages from Southwest,  alleging breach of contract,
breach of fiduciary duty,  tortious  interference  with existing and prospective
relationships  and intentional  invasion or interference with property rights by
Southwest, for allegedly interfering with the development of mineral rights held
by plaintiffs. Plaintiffs' claims against Bluegreen Southwest One, L.P. total in
the aggregate $25 million.  The property owners association has officially filed
a cross complaint against Bluegreen,  Southwest and individual  directors of the
property owners association  asserting various tort claims.  While no assurances
can be given with respect to the outcome of litigation, based on the information
currently  available,  Bluegreen believes that the claims lack merit and intends
to vigorously defend itself in this matter.

      A number  of  shares  of  Bluegreen's  publicly  traded  common  stock was
recently  acquired by Central  Florida  Investments,  Inc.,  David A. Siegel and
David A. Siegel  Revocable Trust  (collectively,  "CFI").  Bluegreen's  Board of
Directors  (the  "Board"),   after   considering   the  best  interests  of  the
corporation,   adopted  a  shareholder  rights  plan.  Bluegreen  has  initiated
litigation (i) challenging the manner in which the shares were acquired and (ii)
seeking  a  determination   that  the  shareholder  rights  plan  is  valid  and
enforceable. CFI has counterclaimed alleging breach of fiduciary duty.


                                   Schedule 5
<PAGE>

                                    Exhibit A

                                  Waiver Letter


                                    Exhibit A
<PAGE>

                                    Exhibit B

                              Club Trust Agreement


                                    Exhibit B
<PAGE>

                                    Exhibit C

                                    ACH Form


                                    Exhibit C