Exhibit 10.189

                       PURCHASE AND CONTRIBUTION AGREEMENT

      This PURCHASE AND CONTRIBUTION  AGREEMENT (this "Agreement"),  dated as of
September  15, 2006,  is by and among  Bluegreen  Corporation,  a  Massachusetts
corporation  ("Bluegreen"  or a  "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, on the Closing Date, the Depositor,  as seller,  intends to
enter into that certain Sale Agreement dated as of September 15, 2006 (the "Sale
Agreement"), by and between the Depositor and BXG Receivables Note Trust 2006-B,
a  Delaware  statutory  trust (the  "Issuer")  pursuant  to which the  Depositor
intends to sell to the Issuer the timeshare loans acquired pursuant to the terms
of this  Agreement and certain other  timeshare  loans acquired by the Depositor
pursuant to a transfer  agreement,  dated as of September 15, 2006, by and among
the Depositor, Bluegreen and BXG Timeshare Trust I from time to time pursuant to
the terms thereof;

            WHEREAS,  on the Closing Date,  Bluegreen intends to enter into that
certain Indenture dated as of September 15, 2006 (the "Indenture"), by and among
the Issuer, Bluegreen, as servicer (in such capacity, the "Servicer"),  Vacation
Trust,  Inc.,  a Florida  corporation,  as club  trustee  (the "Club  Trustee"),
Concord  Servicing  Corporation,  as backup  servicer,  and U.S.  Bank  National
Association,  as indenture trustee (the "Indenture  Trustee"),  paying agent and
custodian,  whereby the Issuer  will pledge the Trust  Estate (as defined in the
Indenture)  to the  Indenture  Trustee to secure the Issuer's  5.605%  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, (A) on the Closing Date (i) the Seller desires to sell, and
the Depositor desires to purchase Timeshare Loans originated by the Seller or an
Affiliate  thereof (the "Initial  Timeshare  Loans") and (ii) Bluegreen,  as the
sole  shareholder  of the Depositor,  desires to make a contribution  of capital
pursuant to the terms hereof and (B) on each Transfer Date during the Prefunding
Period (i) the Seller  desires to sell,  and the  Depositor  desires to purchase
Timeshare  Loans  originated  by  the  Seller  or  an  Affiliate   thereof  (the
"Subsequent Timeshare Loans") and (ii) Bluegreen, as the sole shareholder of the
Depositor,  desires  to make a  contribution  of capital  pursuant  to the terms
hereof;

            WHEREAS,  pursuant  to the  terms  of (i) the  Sale  Agreement,  the
Depositor  shall sell to the Issuer the Initial  Timeshare  Loans on the Closing
Date and any  Subsequent  Timeshare  Loans acquired from the Seller and (ii) the
Indenture, the Issuer shall pledge the Initial Timeshare


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Loans and the Subsequent  Timeshare  Loans, as part of the Trust Estate,  to the
Indenture Trustee to secure the Notes;

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

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

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

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

            SECTION  2.  Acquisition  of  Timeshare  Loans and  Contribution  of
Capital to the Depositor.

            (a) Timeshare Loans and Contribution of Capital. On the Closing Date
(with respect to the Initial  Timeshare  Loans) and on each Transfer Date during
the Prefunding  Period (with respect to the  Subsequent  Timeshare  Loans),  the
Seller hereby agrees to (x) sell in part and contribute in part to the Depositor
in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be
sold on the Closing Date or such  Transfer  Date, as  applicable,  to be paid in
part in cash and in part as an increase in its equity ownership of the Depositor
and (y) transfer,  assign,  sell and grant to the  Depositor,  without  recourse
(except  as  provided  in Section 6 and  Section 8  hereof),  any and all of the
Seller's  right,  title and interest in and to (i) any Timeshare Loans listed on
Schedule III hereto or the related  Subsequent  Transfer Notice,  as applicable,
(ii) the  Receivables in respect of such  Timeshare  Loans due after the related
Cut-Off Date, (iii) the related  Timeshare Loan Documents  (excluding any rights
as developer or declarant under the Timeshare Declaration, the Timeshare Program
Consumer  Documents or the  Timeshare  Program  Governing  Documents),  (iv) all
Related  Security  in respect of each such  Timeshare  Loan and (v) all  income,
payments, proceeds and other benefits and rights related to any of the foregoing
(the property in clauses (i)-(v),  being the "Assets").  Upon such contribution,
sale and transfer,  the  ownership of each  Timeshare  Loan and all  collections
allocable to principal and interest  thereon after the related  Cut-Off Date and
all other property  interests or rights  conveyed  pursuant to and referenced in
this Section 2(a) shall  immediately  vest in the Depositor,  its successors and
assigns.  The Seller shall not take any action  inconsistent with such ownership
nor  claim  any  ownership  interest  in any  Timeshare  Loan  for  any  purpose
whatsoever other than for federal and state income tax reporting, if applicable.
The parties to this Agreement hereby acknowledge that the


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"credit risk" of the Timeshare  Loans conveyed  hereunder  shall be borne by the
Depositor and its subsequent assignees.

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

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

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


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<PAGE>

principal  balance  of, and the  amounts  collectible  under,  such loan and the
reformation of the provisions  thereof  described in the  immediately  preceding
clause (a) is not possible given the term of such loan,  such excess amount will
be deemed to have  been paid with  respect  to such loan as a result of an error
and upon discovery of such error or upon notice thereof by any party hereto such
amount shall be refunded by the recipient thereof.

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

      Each of the Seller, the Club, the Club Trustee and any of their Affiliates
hereby agrees to make the appropriate  entries in its general accounting records
to indicate that the 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 each Subsequent Timeshare Loan
or any Qualified  Substitute  Timeshare  Loan  replacing a Timeshare  Loan,  all
representations  and  warranties of the Seller  contained in Section 5(a) hereof
shall  be true  and  correct  on such  date  as if  made on such  date,  and all
representations  and warranties as to the Timeshare  Loans  contained in Section
5(b) hereof and all  information  provided in the Schedule of Timeshare Loans in
respect  of each  such  Timeshare  Loan  conveyed  on the  Closing  Date or such
Transfer Date, as applicable, shall be true and correct on such date.

            (b) On or prior to the  Closing  Date or a Transfer  Date (or,  with
respect to Qualified Substitute Timeshare Loans, as provided for in Section 6(g)
hereof), as applicable, the 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.


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<PAGE>

            (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
Initial Timeshare Loan;

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

            (g) Each Timeshare Loan conveyed on the Closing Date or a Transfer
Date shall be an Eligible Timeshare Loan and each of the conditions herein and
in the Indenture for the purchases of Initial Timeshare Loans and Subsequent
Timeshare Loans shall have been satisfied.

            (h) 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.

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

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

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

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

                  (ii)  Possession  of Licenses,  Certificates,  Franchises  and
      Permits. It holds, and at all times during the term of this Agreement will
      hold, all material licenses, certificates, franchises and permits from all
      governmental  authorities  necessary for the conduct of its business,  and
      has received no notice of  proceedings  relating to the  revocation of any
      such license, certificate, franchise or permit, which singly or in the


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<PAGE>

      aggregate,  if the subject of an unfavorable decision,  ruling or finding,
      would   materially  and  adversely  affect  its  ability  to  perform  its
      obligations  under this  Agreement  or any other  Transaction  Document to
      which it is a party or under the  transactions  contemplated  hereunder or
      thereunder or the validity or enforceability of any Timeshare Loans.

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

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

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


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      provisions of any indenture,  mortgage,  deed of trust,  contract or other
      instrument  to which it is a party  or by  which  it is bound  where  such
      violation  would have a material  adverse effect on its ability to perform
      its obligations under this Agreement or any other Transaction  Document to
      which it is a party or under the  transactions  contemplated  hereunder or
      thereunder  or the validity or  enforceability  of Timeshare  Loans or (E)
      result  in  the  creation  or  imposition  of  any  Lien  upon  any of its
      properties pursuant to the terms of any such indenture,  mortgage, deed of
      trust, contract or other instrument.

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

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

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

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


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<PAGE>

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

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

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

                  (xiii) Taxes. Other than as described on Schedule 5 hereto, as
      of the Closing Date, it (i) has filed all tax returns (federal,  state and
      local) which it reasonably  believes are required to be filed and has paid
      or made  adequate  provision  in its  GAAP  financial  statements  for the
      payment of all taxes,  assessments and other governmental charges due from
      it or is contesting any such tax,  assessment or other governmental charge
      in good faith through appropriate  proceedings or except where the failure
      to file or pay will not have a material  adverse  effect on the rights and
      interests  of the  Depositor,  (ii)  knows  of no basis  for any  material
      additional tax assessment for any fiscal year for which adequate  reserves
      in its GAAP  financial  statements  have not been  established  and  (iii)
      intends to pay all such taxes,  assessments and governmental  charges,  if
      any, when due.


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<PAGE>

                  (xiv) Place of Business.  The principal  place of business and
      chief  executive  office where it keeps its records  concerning  Timeshare
      Loans will be 4960  Conference Way North,  Suite 100, Boca Raton,  Florida
      33431  (or such  other  place  specified  by it by  written  notice to the
      Depositor and the Indenture Trustee). It is a corporation formed under the
      laws of the Commonwealth of Massachusetts.

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

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

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

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

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

                        (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,


                                       9
<PAGE>

            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 Seller nor the Club  Trustee  knows of any basis for any
            additional taxes or assessments against any such property.  The Club
            has filed all  required  tax returns and has paid all taxes shown to
            be due and payable on such  returns,  including all taxes in respect
            of sales of Owner  Beneficiary  Rights (as defined in the Club Trust
            Agreement) and Vacation Points, if any;

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

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

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

                        (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


                                       10
<PAGE>

            Lien Debt" and "Owner Beneficiary  Obligations" under the Club Trust
            Agreement; and

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

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

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

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

            SECTION 6. Repurchases and Substitutions.

            (a)  Mandatory   Repurchases  and   Substitutions  for  Breaches  of
Representations  and  Warranties.  Upon the receipt of notice by the Seller from
the Depositor,  the Issuer or the Indenture  Trustee,  of a breach of any of the
representations  and  warranties  in Section 5 hereof (on the date on which such
representation or warranty was made) which materially and adversely


                                       11
<PAGE>

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, the Seller shall, within 60 days
of receipt of such notice,  cure in all material  respects the  circumstance  or
condition  which has caused such  representation  or warranty to be incorrect or
either (i) repurchase the Depositor's  interest in such Defective Timeshare Loan
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. The Seller  acknowledges 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.  The Seller further  acknowledges that the Indenture Trustee
will be  appointed  attorney-in-fact  under the  Indenture  and may  enforce the
Seller's  repurchase or substitution  obligations if the Seller has not complied
with its repurchase or substitution  obligations under this Agreement within the
aforementioned 60-day period.

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

            (c) Optional  Purchases  or  Substitutions  of  Defaulted  Timeshare
Loans.  The  Depositor  hereby  irrevocably  grants  to the  Seller an option to
repurchase  or  substitute  Defaulted  Timeshare  Loans  it has  under  the Sale
Agreement,  the Transfer  Agreement and as described in the following  sentence.
With respect to Defaulted  Timeshare Loans on any date, the Seller will have the
option,  but not the  obligation,  to either (i)  purchase  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 the  Seller'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.  The  Seller  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.


                                       12
<PAGE>

            (d) Payment of Repurchase Prices and Substitution Shortfall Amounts.
The Seller hereby agrees to remit or cause to be remitted all amounts in respect
of Repurchase  Prices and  Substitution  Shortfall  Amounts  payable  during the
related Due Period in immediately available funds to the Indenture Trustee to be
deposited in the Collection  Account on the Business Day  immediately  preceding
the related  Payment Date for such Due Period in accordance  with the provisions
of the  Indenture.  In the event that more than one  Timeshare  Loan is replaced
pursuant  to  Sections  6(a),  (b)  or (c)  hereof  on any  Transfer  Date,  the
Substitution  Shortfall  Amounts and the Loan  Balances of Qualified  Substitute
Timeshare Loans shall be calculated on an aggregate basis for all  substitutions
made on such Transfer Date.

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

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

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


                                       13
<PAGE>

delivered within five Business Days, and (ii) the Timeshare Loan Servicing Files
for such  Qualified  Substitute  Timeshare  Loans  have  been  delivered  to the
Servicer.

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

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

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

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

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

            (b) It shall  preserve  and  maintain its  existence  (corporate  or
otherwise),  rights,  franchises  and  privileges  in  the  jurisdiction  of its
organization  and except where the failure to so preserve and maintain  will not
have a material adverse effect on its business or its ability to


                                       14
<PAGE>

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

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

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

            (e) On or prior to the  Closing  Date,  it shall file or cause to be
filed, at its own expense,  financing statements in favor of the 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.  The Seller shall deliver
file-stamped  copies of such financing  statements to the Depositor,  the Issuer
and the Indenture Trustee on behalf of the Noteholders.

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

            (g) 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 ten  Business  Days
disclosed to the Depositor and the Indenture Trustee in writing.

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

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


                                       15
<PAGE>

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

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

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

            SECTION 8. Indemnification.

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


                                       16
<PAGE>

Depositor,  the Issuer,  the Indenture  Trustee,  the Noteholders or the Initial
Purchaser in respect of such claim.  If the Seller shall have made any indemnity
payment  pursuant to this Section 8 and the recipient  thereafter  collects from
another  Person any amount  relating  to the  matters  covered by the  foregoing
indemnity, the recipient shall promptly repay such amount to the Seller.

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

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

            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

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

      Depositor

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

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


                                       17
<PAGE>

            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 assignee of the Depositor shall be an express third
party  beneficiary  of  this  Agreement,   entitled  to  directly  enforce  this
Agreement. The Seller may not assign any of its rights and obligations hereunder
or any interest  herein  without the prior written  consent of the Depositor and
any assignee  thereof.  The  Depositor  may,  and intends to,  assign all of its
rights  hereunder to the Issuer and the Seller consents to any such  assignment.
This Agreement  shall create and  constitute  the continuing  obligations of the
parties hereto in accordance with its terms,  and shall remain in full force and
effect until its termination;  provided,  however,  that the rights and remedies
with respect to any breach of any representation and warranty made by the Seller
pursuant to Section 5 and the  repurchase or  substitution  and  indemnification
obligations  shall be  continuing  and shall  survive  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 from any of the terms or conditions thereof shall
be  effective  unless it shall be in writing  and signed by each of the  parties
hereto,  the  written  consent  of  the  Indenture  Trustee  on  behalf  of  the
Noteholders is given and confirmation  from the Rating Agencies that such action
will not  result in a  downgrade,  withdrawal  or  qualification  of any  rating
assigned to a Class of Notes is received. The Seller shall provide the Indenture
Trustee and the Rating Agencies with such proposed modifications,  amendments or
waivers.  Any waiver or consent shall be effective only in the specific instance
and for the  purpose for which  given.  No consent to or demand by the Seller in
any case shall, in itself,  entitle it to any other consent or further notice or
demand in  similar  or other  circumstances.  The  Seller  acknowledges  that in
connection  with the intended  assignment  by the Depositor of all of its right,
title and  interest  in and to each  Timeshare  Loan 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 and  contribution  to capital,  notwithstanding  the  otherwise  applicable
intent of the parties hereto,  and the Seller shall be deemed to have granted to
the  Depositor  as of the  date  hereof,  a first  priority  perfected  security
interest in all of the Seller's right,  title and interest in, to and under such
Timeshare Loans and the 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


                                       18
<PAGE>

      YORK WITHOUT  GIVING  EFFECT TO  PRINCIPLES OF CONFLICTS OF LAW OTHER THAN
      SECTIONS 5-1401 AND 5-1402 OF THE GENERAL  OBLIGATIONS LAW OF THE STATE OF
      NEW YORK.

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

            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.


                                       19
<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


                              BLUEGREEN CORPORATION, as Seller


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

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

BLUEGREEN VACATION CLUB TRUST

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


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

           [Signature Page to the Purchase and Contribution Agreement]


                                       20
<PAGE>

                                   Schedule I

   Representations and Warranties of the Seller Regarding the Timeshare Loans

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

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

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

      (c)   the Obligor  thereunder  has made a down  payment by cash,  check or
            credit card of at least 10% of the actual purchase price  (including
            closing  costs) of the Timeshare  Property  (which cash down payment
            may, (i) in the case of Upgrade Club Loans,  be represented in whole
            or in  part by the  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


                                      I-1
<PAGE>

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

      (i)   with  respect to the Obligor  and a  particular  Timeshare  Property
            purchased by such Obligor,  there is only one original  Mortgage and
            Mortgage  Note,  in the case of a Deeded  Club Loan,  and,  only one
            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 its  predecessors,  to
            maintain the rights of the Seller or its predecessors  thereunder as
            a  mortgagee  (or a Seller,  in the case of an Aruba Loan) have been
            completed;

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

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


                                      I-2
<PAGE>

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

      (m)   if a Mortgage  secures a  Timeshare  Loan,  the title to the related
            Timeshare Property is insured (or a binding commitment, which may be
            a  blanket  commitment,  for title  insurance,  not  subject  to any
            conditions other than standard conditions  applicable to all binding
            commitments,  has been  issued)  under a mortgagee  title  insurance
            policy  issued by a title  insurer  qualified  to do business in the
            jurisdiction  where the related  Timeshare  Property is located in a
            form generally acceptable to prudent originators of similar mortgage
            loans, insuring the Seller or its predecessor and its successors and
            assigns,  as to the  first  priority  mortgage  Lien of the  related
            Mortgage in an amount equal to the original outstanding Loan Balance
            of  such  Timeshare  Loan,  and  otherwise  in  form  and  substance
            acceptable to the Indenture Trustee;  the Seller 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 has not taken (or  omitted  to take),  and has no notice
            that the related Obligor has taken (or omitted to take),  any action
            that would impair or invalidate the coverage provided by any hazard,
            title or other insurance policy on the related Timeshare Property;

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

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

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


                                      I-3
<PAGE>

            maintain  and  continue a valid first  priority  Lien of the related
            Mortgage, subject only to Permitted Liens;

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

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

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

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

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

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

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


                                      I-4
<PAGE>

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

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

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

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

      (cc)  in the case of Bluegreen  Owned Resorts (other than La Cabana Resort
            and Casa del Mar Resort) and to the Seller's  Knowledge with respect
            to the  Non-Bluegreen  Owned Resorts,  La Cabana Resort and Casa del
            Mar Resort,  (i) the related Resort is insured in the event of fire,
            earthquake,  or  other  casualty  for  the  full  replacement  value
            thereof,  and in the event that the Timeshare Property should suffer
            any loss covered by casualty or other insurance, upon receipt of any
            insurance  proceeds,  the  Associations at the Resorts are required,
            during the time such Resort is covered by such insurance,  under the
            applicable  governing  instruments  either to repair or rebuild  the
            portions of the Resort in which the Timeshare Property is located or
            to pay such proceeds to the holders of any related  Mortgage secured
            by a Timeshare  Property  located at such  Resort;  (ii) the related
            Resort,  if located in a  designated  flood plain,  maintains  flood
            insurance  in an amount not less than the  maximum  level  available
            under the National  Flood  Insurance  Act of 1968, as amended or any
            applicable laws; (iii) the related Resort has business  interruption
            insurance and general liability  insurance in such amounts generally
            acceptable in the industry; and (iv) the related Resort's


                                      I-5
<PAGE>

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

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

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

      (ff)  no selection procedures were intentionally utilized by the 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 the
            Seller's  Knowledge,  no event has occurred or failed to occur prior
            to the date hereof,  concerning the related  Resort  relating to any
            hazardous  or  toxic  materials  or  condition,  asbestos  or  other
            environmental or similar matters which would


                                      I-6
<PAGE>

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

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

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

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

      (kk)  the Timeshare Loan relates to a Resort;

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

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

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

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


                                      I-7
<PAGE>

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

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

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

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

      (ss)  if  a  Resort  (other  than  La  Cabana  Resort)  is  subject  to  a
            construction  loan,  the  construction  lender shall have signed and
            delivered a  non-disturbance  agreement  (which may be  contained in
            such lender's mortgage)  pursuant to which such construction  lender
            agrees not to foreclose on any  Timeshare  Properties  relating to a
            Timeshare  Loan  or by the  terms  of the  construction  loan,  such
            Timeshare  Property has been released from the lien created  thereby
            which have been sold pursuant to this Agreement;

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

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

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

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

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

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


                                      I-8
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                      I-9
<PAGE>

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


                                      I-10
<PAGE>

                                   Schedule II

                                   Exceptions


                                      II-1
<PAGE>

                                  Schedule III

                           Schedule of 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