Exhibit 10.213
                                                                  Execution Copy
                                            (Depositor to Issuer - Commitment I)

                                 SALE AGREEMENT

            This SALE AGREEMENT (this "Agreement"),  dated as of May 1, 2006, is
by and among Bluegreen Timeshare Finance  Corporation I, a Delaware  corporation
(the  "Depositor"),  BXG Timeshare  Trust I, a statutory  trust formed under the
laws of the State of Delaware (the  "Issuer"),  and their  respective  permitted
successors and assigns.

                              W I T N E S S E T H:

            WHEREAS,  from time to time,  the  Depositor  will  acquire  certain
timeshare  loans  from  Bluegreen  Corporation,   a  Massachusetts   corporation
("Bluegreen"  or the "Club  Originator")  pursuant to that certain  Purchase and
Contribution Agreement,  dated as of May 1, 2006 (the "Purchase Agreement"),  by
and among Bluegreen and the Depositor;

            WHEREAS,  the Depositor  desires to sell,  and the Issuer desires to
purchase,  from time to time,  in accordance  with the terms of this  Agreement,
those certain timeshare loans acquired pursuant to the Purchase Agreement;

            WHEREAS,  on the Closing Date, the Issuer intends to enter into that
certain  Indenture dated as of May 1, 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,  Branch Banking and Trust
Company,  a North Carolina  corporation,  as agent (the "Agent"),  and U.S. Bank
National Association,  as indenture trustee (the "Indenture  Trustee"),  whereby
the Issuer will pledge the Trust  Estate (as  defined in the  Indenture)  to the
Indenture Trustee to secure the Issuer's Timeshare Loan-Backed VFN Notes, Series
I,  Class A,  Timeshare  Loan-Backed  VFN Notes,  Series I,  Class B,  Timeshare
Loan-Backed  VFN Notes,  Series I,  Class C,  Timeshare  Loan-Backed  VFN Notes,
Series I,  Class D and  Timeshare  Loan-Backed  VFN  Notes,  Series  I,  Class E
(collectively, the "Notes");

            WHEREAS,  pursuant  to the terms the  Indenture,  the  Issuer  shall
pledge such  Timeshare  Loans,  as part of the Trust  Estate,  to the  Indenture
Trustee to secure the Notes;

            WHEREAS,  the Depositor  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 Issuer  hereunder  and  pledged to the  Indenture
Trustee pursuant to the Indenture; and

            WHEREAS, the Depositor may, at the direction of the Club Originator,
be  required  to exercise  the Club  Originator's  option to purchase or 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.

<PAGE>

            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 hereto as Annex A.

            SECTION 2. Acquisition of Timeshare Loans.

            (a)  Timeshare  Loans.  On each  Funding  Date,  in  return  for the
Timeshare  Loan  Acquistion  Price  for each  Timeshare  Loan to be sold on such
Funding Date, to be paid in part in cash and in part as an increase in the value
of the Residual Interest  Certificate held by the Depositor,  the Depositor does
hereby transfer,  assign, sell and grant to the Issuer, without recourse (except
as provided in Section 6 and Section 8 hereof),  any and all of the  Depositor's
right,  title  and  interest  in and to (i) any  Timeshare  Loans  listed on the
related  Borrowing  Notice,  (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,  (v) the  Depositor's  rights and  remedies  under the Purchase
Agreement,  including,  but not  limited  to,  its  rights  with  respect to the
representations and warranties of the Club Originator therein, together with all
rights of the Depositor with respect to any breach thereof,  including any right
to require the Club  Originator to cure,  repurchase or substitute any Defective
Timeshare Loans in accordance with the provisions of the Purchase  Agreement and
(vi) all income, payments, proceeds and other benefits and rights related to any
of the foregoing (the property in clauses  (i)-(vi),  being the "Assets").  Upon
such 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 Issuer,  its  successors  and
assigns.  The  Depositor  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
and on balance sheet for consolidated  financial statement purposes. The parties
to this  Agreement  hereby  acknowledge  that the "credit risk" of the Timeshare
Loans  conveyed  hereunder  shall  be  borne by the  Issuer  and its  subsequent
assignees.

            (b) Delivery of Timeshare  Loan  Documents.  In connection  with the
sale, transfer,  assignment and conveyance of the Timeshare Loans hereunder, the
Issuer hereby  directs the Depositor and the Depositor  hereby agrees to deliver
or cause to be  delivered,  at least five  Business  Days prior to each  Funding
Date, to the Custodian all related  Timeshare Loan Files and to the Servicer all
related Timeshare Loan Servicing Files.

            (c)  Collections.  The  Depositor  shall  deposit  or  cause  to  be
deposited  all  collections  in  respect  of  Timeshare  Loans  received  by the
Depositor  or its  Affiliates  after the  related  Cut-Off  Date in the  Lockbox
Account.


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<PAGE>

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

            SECTION 3. Intended Characterization; Grant of Security Interest. It
is the intention of the parties hereto that each transfer of Timeshare  Loans to
be made pursuant to the terms hereof shall constitute a sale by the Depositor to
the  Issuer  and not a loan  secured  by such  Timeshare  Loans.  In the  event,
however,  that a court  of  competent  jurisdiction  were to hold  that any such
transfer  constitutes  a loan and not a sale, it is the intention of the parties
hereto that the  Depositor  shall be deemed to have  granted to the Issuer as of
the date  hereof a first  priority  perfected  security  interest  in all of the
Depositor's  right,  title and interest in, to and under the Assets specified in
Section  2 hereof  and the  proceeds  thereof  and  that  with  respect  to such
transfer,  this Agreement shall constitute a security agreement under applicable
law. In the event of the  characterization  of any such transfer as a loan,  the
amount of interest  payable or paid with respect to such loan under the terms of
this Agreement  shall be limited to an amount which shall not exceed the maximum
non-usurious  rate  of  interest  allowed  by the  applicable  state  law or any
applicable  law of the United States  permitting a higher  maximum  non-usurious
rate that preempts such applicable state law, which could lawfully be contracted
for,  charged or received (the "Highest Lawful Rate").  In the event any payment
of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto
stipulate  that (a) to the extent  possible  given the term of such  loan,  such
excess amount previously paid or to be paid with respect to such loan be applied
to reduce  the  principal  balance  of such  loan,  and the  provisions  thereof
immediately be deemed reformed and the amounts thereafter collectible thereunder
reduced,  without the necessity of the  execution of any new document,  so as to
comply with the then  applicable  law,  but so as to permit the  recovery of the
fullest  amount  otherwise  called for thereunder and (b) to the extent that the
reduction of the principal balance of, and the amounts  collectible  under, such
loan and the reformation of the provisions  thereof described in the immediately
preceding  clause (a) is not possible  given the term of such loan,  such excess
amount will be deemed to have been paid with respect to such loan as a result of
an error and upon  discovery  of such error or upon notice  thereof by any party
hereto such amount shall be refunded by the recipient thereof.

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

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


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<PAGE>

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

            (a) With respect to each Funding Date for each Timeshare Loan or any
Qualified   Substitute   Timeshare   Loan   replacing  a  Timeshare   Loan,  all
representations and warranties of the Depositor 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 such Funding Date shall be true
and correct on such Funding Date.

            (b) Prior to a Funding Date,  the Depositor  shall have delivered or
shall have caused the  delivery of (i) the related  Timeshare  Loan Files to the
Custodian and the  Custodian  shall have  delivered a Custodian's  Certification
therefor  pursuant  to the  Custodial  Agreement  and  (ii) the  Timeshare  Loan
Servicing Files to the Servicer.

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

            (d) On the related  Funding  Date,  the  Indenture  shall be in full
force and effect.

            (e)  Each of the  conditions  precedent  to a  Borrowing  under  the
Indenture and the Note Funding Agreement shall have been satisfied.

            (f) Each  Timeshare  Loan  conveyed  on a Funding  Date  shall be an
Eligible Timeshare Loan.

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

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

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

            (a) The  Depositor  represents  and  warrants  to the Issuer and the
Indenture Trustee for the benefit of the Noteholders, on the Closing Date and on
each Funding Date (with respect to


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<PAGE>

any Timeshare Loans or Qualified  Substitute Timeshare Loans transferred on such
Funding Date or Transfer Date) as follows:

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

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

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

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


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<PAGE>

      valid creation of a first  priority  perfected  security  interest in such
      Timeshare Loans in favor of the Issuer.

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

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

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


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<PAGE>

                  (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.  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  or (D)  the  Issuer's  or the  Indenture  Trustee's  ability  to
      foreclose  or otherwise  enforce the liens of the  Mortgage  Notes and the
      rights of the Obligors to use and occupy the related Timeshare Properties.

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

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

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


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<PAGE>

      Knowledge,  no event has occurred or  circumstance  exists that presents a
      risk  of  the  occurrence  of  any  withdrawal  from,  or  the  partition,
      termination,  reorganization or insolvency of, any Depositor Multiemployer
      Plan that could result in any liability to it.

                  (xiii) Taxes. It has filed all tax returns (federal, state and
      local) which it reasonably  believes are required to be filed and has paid
      or made  adequate  provision  in its  GAAP  financial  statements  for the
      payment of all taxes,  assessments and other governmental charges due from
      it or is contesting any such tax,  assessment or other governmental charge
      in good faith through appropriate  proceedings or except where the failure
      to file or pay will not have a material  adverse  effect on the rights and
      interests of the Issuer or any of its subsequent assignees. It 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.   It  intends  to  pay  all  such  taxes,   assessments   and
      governmental charges, if any, when due.

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

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

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

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

                        (B)  The   arrangement   of   contractual   rights   and
            obligations  (duly  established  in  accordance  with the Club Trust
            Agreement  under the laws of the State of Florida)  was  established
            for the purpose of holding and preserving  certain  property for the
            benefit  of  the  Beneficiaries   referred  to  in  the  Club  Trust
            Agreement.  The Club  Trustee  has all  necessary  trust  and  other
            authorizations  and  powers  required  to carry out its  obligations
            under the Club Trust  Agreement  in the State of Florida  and in all
            other  states in which it owns 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;


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<PAGE>

                        (C) The  Club  Trustee  is a  corporation  duly  formed,
            validly existing and in good standing under the laws of the State of
            Florida.  The Club Trustee is authorized to transact  business in no
            other  state.  The Club  Trustee is not an affiliate of the Servicer
            for purposes of Chapter 721,  Florida  Statutes and is in compliance
            with the  requirements  of such  Chapter  721  requiring  that it be
            independent of the Servicer;

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

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

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

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

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

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


                                       9
<PAGE>

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

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

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

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

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

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

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

            (e)  It is  understood  and  agreed  that  the  representations  and
warranties  set forth in this Section 5 shall survive the sale of each Timeshare
Loan to the Issuer and any assignment of such  Timeshare  Loans by the Issuer to
the Indenture Trustee on behalf of the Noteholders and shall continue so long as
any such  Timeshare  Loans shall remain  outstanding  or until such time


                                       10
<PAGE>

as such Timeshare  Loans are  repurchased,  purchased or a Qualified  Substitute
Timeshare  Loan  is  provided  pursuant  to  Section  6  hereof.  The  Depositor
acknowledges  that it has been advised that the Issuer  intends to assign all of
its right,  title and interest in and to each  Timeshare Loan and its rights and
remedies  under  this  Agreement  to the  Indenture  Trustee  on  behalf  of the
Noteholders.  The Depositor agrees that, upon any such assignment, the Indenture
Trustee may enforce directly,  without joinder of the Issuer (but subject to any
defense  that the  Depositor  may have  under  this  Agreement)  all  rights and
remedies hereunder.

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

            SECTION 6. Repurchases and Substitutions.

            (a)  Mandatory   Repurchases  and   Substitutions  for  Breaches  of
Representations and Warranties. Upon the receipt of notice by the Depositor of a
breach of any of the  representations and warranties in Section 5 hereof (on the
date on which such  representation  or warranty was made) which  materially  and
adversely  affects the value of a Timeshare  Loan or the interests of the Issuer
or any subsequent  assignee of the Issuer  (including  the Indenture  Trustee on
behalf of the Noteholders)  therein, the Depositor shall, within 30 days (or, if
the  Depositor  shall have provided  satisfactory  evidence to the Agent (at its
sole discretion) that (1) such breach can not be cured within the 30 day period,
(2) such breach can be cured  within an  additional  30 day period and (3) it is
diligently pursuing a cure, then 60 days) of receipt of such notice, cure in all
material   respects  the   circumstance  or  condition  which  has  caused  such
representation or warranty to be incorrect or either (i) repurchase the Issuer's
interest  in such  Defective  Timeshare  Loan from the Issuer at the  Repurchase
Price or (ii) provide one or more Qualified  Substitute  Timeshare Loans and pay
the related Substitution  Shortfall Amounts, if any. The Depositor  acknowledges
that the Issuer shall pledge such  Timeshare  Loans and rights to the  Indenture
Trustee.  The Depositor further  acknowledges that the Indenture Trustee will be
appointed  attorney-in-fact  under the Indenture and may enforce the Depositor's
repurchase or  substitution  obligations  if the Depositor has not complied with
its  repurchase or  substitution  obligations  under this  Agreement  within the
aforementioned 30-day or 60-day period.

            (b) Optional  Purchases or  Substitutions  of Club Loans. The Issuer
hereby acknowledges that pursuant to the Purchase  Agreement,  the Depositor has
irrevocably  granted  to  the  Club  Originator  any  option  to  repurchase  or
substitute  Original Club Loans it has thereunder.  The Issuer acknowledges that
with  respect to any  Original  Club  Loans for which the  related  Obligor  has
elected to effect and the Club  Originator has agreed to effect an Upgrade,  the
Club  Originator  will (at its option) either (i) pay the  Repurchase  Price for
such  Original Club Loan or (ii)  substitute  one or more  Qualified  Substitute
Timeshare  Loans for such  Original  Club Loan and pay the related  Substitution
Shortfall Amounts, if any; provided,  however, that the Club


                                       11
<PAGE>

Originator's  option to substitute  one or more Qualified  Substitute  Timeshare
Loans for an  Original  Club Loan is  limited on any date to (x) 20% of the then
Aggregate  Initial Loan Balance less (y) the Loan  Balances of all Original Club
Loans  previously  substituted by the Club  Originator  pursuant to this Section
6(b) on the related  substitution  dates pursuant to this  Agreement  and/or the
Purchase  Agreement.   In  addition,  the  Issuer  acknowledges  that  the  Club
Originator shall use its best efforts to exercise its  substitution  option with
respect to Original Club Loans prior to exercise of its  repurchase  option.  To
the  extent  that the  Club  Originator  shall  elect  to  substitute  Qualified
Substitute  Timeshare Loans for an Original Club Loan, the Club Originator shall
use its best efforts to cause each such Qualified  Substitute  Timeshare Loan to
be, in the  following  order of  priority,  (i) the Upgrade Club Loan related to
such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original
Club Loan.

            (c) Optional  Purchases  or  Substitutions  of  Defaulted  Timeshare
Loans.  The Issuer  acknowledges  that pursuant to the Purchase  Agreement,  the
Depositor has  irrevocably  granted the Club Originator any option to repurchase
or substitute  Defaulted  Club Loans it has  thereunder  and as described in the
following  sentence.  With respect to Defaulted Timeshare Loans on any date, the
Club  Originator  will have the option,  but not the  obligation,  to either (i)
purchase 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 Club
Originator'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 Club  Originator  may
irrevocably  waive its option to  purchase  or  substitute  a related  Defaulted
Timeshare  Loan by delivering  to the  Indenture  Trustee a Waiver Letter in the
form of Exhibit A attached hereto.

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

            (e) Schedule of Timeshare  Loans.  The Issuer hereby directs and the
Depositor  hereby  agrees,  on each  date on  which a  Timeshare  Loan  has been
repurchased, purchased or substituted, to provide or cause to be provided to the
Issuer and the Indenture Trustee with a electronic supplement to 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. On the related Transfer
Date, the Issuer hereby directs and the Depositor hereby agrees to deliver or to
cause the  delivery  of the


                                       12
<PAGE>

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

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

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


                                       13
<PAGE>

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 Agent and the Servicer  receive a Custodian's  Certification  for such
Qualified Substitute Timeshare Loan.

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

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

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

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

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

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

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

            (f) It agrees from time to time, at its expense, to promptly execute
and deliver  all  further  instruments  and  documents,  and to take all further
actions, that may be necessary,  or that the Issuer or the Indenture Trustee may
reasonably request,  to perfect,  protect or more fully evidence the sale of the
Timeshare Loans to the Issuer,  or to enable the Issuer or the Indenture Trustee
to exercise and enforce its rights and remedies hereunder or under any Timeshare
Loan including, but not limited to, powers of attorney, UCC financing statements
and  assignments  of


                                       14
<PAGE>

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

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

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

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

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

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

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

            (m) The  Depositor  agrees to properly  disclose and account for the
transfer of Timeshare Loans hereunder as an on balance sheet  transaction  under
and in accordance with GAAP.


                                       15
<PAGE>

            SECTION 8. Indemnification.

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

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

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

            SECTION 10.  Notices,  Etc.  All  notices  and other  communications
provided for hereunder shall,  unless otherwise stated herein, be in writing and
mailed or telecommunicated, or delivered as to each party hereto, at its address
set forth below or at such other address as shall be designated by such party in
a  written   notice  to  the  other  parties   hereto.   All  such  notices  and


                                       16
<PAGE>

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

      Issuer

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

      Depositor

      Bluegreen Timeshare Finance Corporation I
      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
Depositor,  the  Issuer or any  assignee  thereof to  exercise,  and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder  preclude any other or further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any other remedies provided by law.

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

            SECTION 13.  Amendments;  Consents  and  Waivers.  No  modification,
amendment or waiver of, or with respect to, any provision of this Agreement, and
all other


                                       17
<PAGE>

agreements,  instruments  and documents  delivered  thereto,  nor consent to any
departure by the Depositor from any of the terms or conditions  thereof shall be
effective  unless  it shall be in  writing  and  signed  by each of the  parties
hereto,  the written  consent of the Agent on behalf of the Required  Purchasers
(covering  matters of the type  referred to in Section 9.1 of the  Indenture) or
the written  consent of the Required  Purchasers (on all other matters) is given
and, to the extent any Notes are rated, confirmation from the Rating Agency that
such action will not result in a downgrade,  withdrawal or  qualification of any
rating  assigned to a Class of Notes is received.  The Issuer shall  provide the
Agent  and,  to the extent any Notes are  rated,  the  Rating  Agency  with such
proposed  modifications,  amendments or waivers.  Any waiver or consent shall be
effective only in the specific  instance and for the purpose for which given. No
consent to or demand by the Depositor in any case shall,  in itself,  entitle it
to  any  other  consent  or  further  notice  or  demand  in  similar  or  other
circumstances.  The Depositor  acknowledges that in connection with the intended
assignment by the Issuer of all of its right,  title and interest in and to each
Timeshare Loan to the Indenture Trustee on behalf of the Noteholders, the Issuer
intends to issue the Notes,  the proceeds of which will be used by the Issuer to
purchase the Timeshare Loans hereunder.

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

            SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION.

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

                  (B)  THE  PARTIES  TO  THIS  AGREEMENT  HEREBY  SUBMIT  TO THE
      NON-EXCLUSIVE  JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
      UNITED  STATES  DISTRICT  COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW
      YORK CITY AND EACH PARTY  WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS
      UPON  IT AND  CONSENTS  THAT  ALL  SUCH  SERVICE  OF  PROCESS  BE  MADE BY
      REGISTERED MAIL DIRECTED TO ITS ADDRESS SET FORTH IN SECTION 10 HEREOF AND
      SERVICE SO MADE SHALL BE DEEMED TO BE  COMPLETED  FIVE DAYS AFTER THE SAME
      SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS,  POSTAGE PREPAID. THE PARTIES
      HERETO EACH WAIVES ANY OBJECTION  BASED ON FORUM NON  CONVENIENS,  AND ANY
      OBJECTION TO VENUE OF


                                       18
<PAGE>

      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.

            SECTION 19.  Effective Date. This Agreement shall be effective as of
May 5, 2006.


                                       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 TIMESHARE FINANCE
                                     CORPORATION I

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


                                     BXG TIMESHARE TRUST I

                                     By: Wilmington Trust Company,
                                         as Owner Trustee

                                     By:________________________________________
                                        Name:
                                        Title:

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

BLUEGREEN VACATION CLUB TRUST

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


By:_______________________________________
   Name:
   Title:

                     [Signature Page to the Sale Agreement]


                                       20
<PAGE>

                                     Annex A

                              Standard Definitions


                                     Annex A
<PAGE>

                                   Schedule I

  Representations and Warranties of the Depositor Regarding the Timeshare Loans

With respect to each  Timeshare  Loan, as of the related  Funding Date (or if so
specified, as of the related Cut-Off Date):

      (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 Upgraded Club Loans,  be  represented by the
            principal  payments  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  payments  made on the  related
            Sampler Loan) and no part of such payment has been made or loaned to
            Obligor by Bluegreen or an Affiliate thereof;

      (d)   as of the related  Cut-Off  Date,  no principal or interest due with
            respect to the Timeshare Loan is 31 days or more 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"
            (unless  such person is an  "affiliate"  (as defined  under GAAP) of
            Bluegreen);

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

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

      (h)   with  respect to each  Deeded  Club  Loan,  the  Timeshare  Property
            mortgaged by or at the direction of the related Obligor  constitutes
            a fractional fee simple  timeshare  interest in real property at the
            related  Resort that  entitles the holder of the interest to the use
            of a specific  property for a specified  number of days each year or
            every other  year,  subject to the rules of the  Bluegreen  Vacation
            Club;  the  related


                                      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  Depositor  is in  compliance  with  any
            Permitted  Lien  respecting  the right to the use of such  Timeshare
            Property;  each of the  Assignments  of  Mortgage  and each  related
            endorsement  of  the  related   Mortgage  Note  constitutes  a  duly
            executed,  legal,  valid,  binding  and  enforceable  assignment  or
            endorsement,  as the  case  may be,  of such  related  Mortgage  and
            related  Mortgage  Note,  and  all  monies  due  or  to  become  due
            thereunder, and all proceeds thereof;

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

      (j)   at the time the related Originator originated such Timeshare Loan to
            the related Obligor,  such Originator or Club Trustee had full power
            and authority to originate  such  Timeshare Loan and the Obligor 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,  forfeiture of
            Obligor deposits and payments towards the related Timeshare Loan and
            expulsion  from the related  Association;  in the case of the Deeded
            Club Loans,  there is no exemption  available to the related Obligor
            which  would  interfere  with  the  mortgagee's  right  to sell at a
            trustee's  sale or power of sale or right to foreclose  such related
            Mortgage, as applicable;


                                      I-2
<PAGE>

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

      (m)   if a Mortgage  secures a  Timeshare  Loan,  the title to the related
            Timeshare Property is insured (or a binding commitment, which may be
            a  blanket  commitment,  for title  insurance,  not  subject  to any
            conditions other than standard conditions  applicable to all binding
            commitments,  has been  issued)  under a mortgagee  title  insurance
            policy  issued by a title  insurer  qualified  to do business in the
            jurisdiction  where the related  Timeshare  Property is located in a
            form generally acceptable to prudent originators of similar mortgage
            loans,  insuring the Depositor or its predecessor and its successors
            and assigns,  as to the first priority  mortgage Lien of the related
            Mortgage in an amount equal to the outstanding  Loan Balance of such
            Timeshare  Loan,  and otherwise in form and substance  acceptable to
            the  Indenture  Trustee;  the  Depositor or its assignees is a named
            insured of such mortgagee's title insurance policy; such mortgagee's
            title insurance  policy is in full force and effect;  no claims have
            been made under such mortgagee's title insurance policy and no prior
            holder of such  Timeshare  Loan has done or omitted  to do  anything
            which would impair the coverage of such mortgagee's  title insurance
            policy;  no premiums for such  mortgagee's  title insurance  policy,
            endorsements and all special endorsements are past due;

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

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

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

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


                                      I-3
<PAGE>

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

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

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

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

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

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

      (w)   other than with  respect to  delinquent  payments  of  principal  or
            interest 30 (thirty) or fewer days past due as of the Cut-Off  Date,
            there is no  default,  breach,  violation  or event of  acceleration
            existing under the Mortgage,  the related Mortgage Note or any other
            document  or  instrument  evidencing,   guaranteeing,   insuring  or
            otherwise  securing the related  Timeshare Loan, and no event which,
            with the  lapse of time or with  notice  and the  expiration  of any
            grace or cure period,  would constitute a material default,  breach,
            violation or event of acceleration thereunder; and the Depositor has
            not waived any such material default,  breach, violation or event of
            acceleration  under  the  Finance  Agreement  or  Owner  Beneficiary
            Agreement, Mortgage, the Mortgage Note or any such other document or
            instrument, as applicable;

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


                                      I-4
<PAGE>

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

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

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

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

      (cc)  in the case of Bluegreen  Owned Resorts (other than La Cabana Resort
            and Casa  del Mar  Resort)  and to the  Depositor's  Knowledge  with
            respect to the Non-Bluegreen  Owned Resorts and 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  related  Mortgage  gives the  obligee  and its  successors  and
            assigns 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 or applicable state law provide
            that insurance and  condemnation  proceeds be applied to restoration
            of the improvements;

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

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

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


                                      I-6
<PAGE>

            Resort or the  financial  condition  or business  operations  of the
            related Association, or the value of the Notes;

      (hh)  [RESERVED];

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

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

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


                                      I-7
<PAGE>

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

      (qq)  the  Timeshare  Loan shall not have a Timeshare  Loan Rate less than
            8.25% per annum;

      (rr)  except  for  certain  50/50  Loans  or if such  Timeshare  Loan is a
            Qualified   Substitute  Timeshare  Loan  that  is  an  Upgrade  Loan
            replacing its related  Original  Club Loan,  the Obligor has made at
            least one month's  aggregate  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  and  fully
            operational;  there is no proceeding  pending or threatened  for the
            total or partial condemnation of or affecting any Timeshare Property
            or taking of the Timeshare Property by eminent domain; the Timeshare
            Properties  and the Resorts in which the  Timeshare  Properties  are
            located are lawfully used and occupied  under  applicable law by the
            owner thereof;

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

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

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

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

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

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


                                      I-8
<PAGE>

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

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

      (ccc) each entry with  respect to the  Timeshare  Loan as set forth in the
            Schedule of Timeshare Loans 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 related  Funding Date,  as  applicable,  to the related  Obligor
            indicating  that such  Timeshare  Loan has been  transferred  to the
            Depositor  and will  ultimately  be  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) such  Timeshare  Loan is not an RDI Loan,  an Oasis  Lakes  Loan,  a
            Conversion Loan or a Sampler Loan;

      (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 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

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


                                      I-9
<PAGE>

                                    Exhibit A

                                  Waiver Letter


                                    Exhibit A
<PAGE>

                                    Exhibit B

                              Club Trust Agreement


                                    Exhibit B
<PAGE>

                                    Exhibit C

                                     ACH Form


                                    Exhibit C