BLUEGREEN CORP
PURCHASE AND CONTRIBUTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.114
<SEQUENCE>2
<FILENAME>d63006_ex10-114.txt
<DESCRIPTION>PURCHASE AND CONTRIBUTION AGREEMENT
<TEXT>
                                                                  Exhibit 10.114

                                                                  EXECUTION COPY
                                                        (Bluegreen to Depositor)

                       PURCHASE AND CONTRIBUTION AGREEMENT

            This PURCHASE AND CONTRIBUTION  AGREEMENT (this "Agreement"),  dated
as of December 1, 2004, is by and among Bluegreen  Corporation,  a Massachusetts
corporation  ("Bluegreen"  or a  "Seller")  and  Bluegreen  Receivables  Finance
Corporation IX, a Delaware  corporation  (the  "Depositor") and their respective
permitted successors and assigns.

                              W I T N E S S E T H:

            WHEREAS, on the Closing Date, the Depositor,  as seller,  intends to
enter into that certain Sale  Agreement  dated as of December 1, 2004 (the "Sale
Agreement"), by and between the Depositor and BXG Receivables Note Trust 2004-C,
a  Delaware  statutory  trust (the  "Issuer")  pursuant  to which the  Depositor
intends to sell to the Issuer,  the  timeshare  loans  acquired by the Depositor
from time to time pursuant to the terms of this Agreement;

            WHEREAS,  on the Closing Date,  Bluegreen intends to enter into that
certain Indenture dated as of December 1, 2004 (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,  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 2004-C,
Class A, Timeshare  Loan-Backed  VFN Notes,  Series  2004-C,  Class B, Timeshare
Loan-Backed  VFN Notes,  Series 2004-C,  Class C and Timeshare  Loan-Backed  VFN
Notes, Series 2004-C, Class D (collectively, the "Notes");

            WHEREAS,  (i) the Seller desires to sell, and the Depositor  desires
to purchase,  from time to time,  Timeshare Loans originated by the Seller or an
Affiliate thereof and (ii) Bluegreen,  as the sole shareholder of the Depositor,
desires to make a contribution of capital pursuant to the terms hereof;

            WHEREAS,  pursuant  to the  terms  of (i) the  Sale  Agreement,  the
Depositor  shall sell to the Issuer any Timeshare Loans acquired from the Seller
and (ii) 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  Seller  may,  and in  certain  circumstances  will be
required,  to cure,  repurchase or substitute  and provide one or more Qualified
Substitute  Timeshare  Loans for a Timeshare Loan that is a Defective  Timeshare
Loan,  previously  sold to the Depositor  hereunder and pledged to the Indenture
Trustee pursuant to the Indenture; and

<PAGE>

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

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

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

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

            (a) Timeshare  Loans and  Contribution  of Capital.  On each Funding
Date, the Seller hereby agrees to (x) sell in part and contribute in part to the
Depositor, in return for the Timeshare Loan Acquisition Price (to be paid (A) in
cash equal to the product of the Borrowing Base  Percentage on such Funding Date
and the aggregate  Loan Balance of the Timeshare  Loans on such Funding Date and
(B) an increase in its equity ownership of the Depositor equal to the balance of
such Timeshare Loan Acquisition Price) and (y) transfer,  assign, sell and grant
to the Depositor,  without recourse (except as provided in Section 6 and Section
8 hereof),  any and all of the Seller's right,  title and interest in and to (i)
any Timeshare Loans listed on 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 and (v) all  income,  payments,  proceeds  and other
benefits and rights  related to any of the  foregoing  (the  property in clauses
(i)-(v),  being the "Assets").  Upon such contribution,  sale and transfer,  the
ownership of each Timeshare Loan and all collections  allocable to principal and
interest thereon after the related Cut-Off Date and all other property interests
or rights  conveyed  pursuant  to and  referenced  in this  Section  2(a)  shall
immediately vest in the Depositor,  its successors and assigns. The Seller shall
not take any action  inconsistent  with such  ownership  nor claim any ownership
interest in any Timeshare Loan for any purpose whatsoever other than for federal
and state income tax  reporting,  if  applicable.  The parties to this Agreement
hereby  acknowledge  that the  "credit  risk" of the  Timeshare  Loans  conveyed
hereunder shall be borne by the Depositor and its subsequent assignees.

            (b) Delivery of Timeshare  Loan  Documents.  In connection  with the
contribution,  sale, transfer,  assignment and conveyance of the Timeshare Loans
hereunder,  the Seller  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.


                                       2
<PAGE>

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

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

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

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


                                       3
<PAGE>

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

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

            (a) 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 Seller  contained in Section 5(a) hereof
shall  be true  and  correct  on such  date  as if  made on such  date,  and all
representations  and warranties as to the Timeshare  Loans  contained in Section
5(b) hereof and all  information  provided in the Schedule of Timeshare Loans in
respect of each such  Timeshare Loan conveyed on such Funding Date shall be true
and correct on such Funding Date.

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

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

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

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


                                       4
<PAGE>

            (a) The Seller  represents  and  warrants to the  Depositor  and the
Indenture Trustee for the benefit of the Noteholders, on the Closing Date and on
each Funding Date (with respect to any Timeshare  Loans or Qualified  Substitute
Timeshare Loans transferred on such Funding 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.  The Seller has all
      requisite  corporate  power and  authority to acquire,  own,  transfer and
      convey Timeshare Loans to the Depositor.

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


                                       5
<PAGE>

      proceeding  in  equity  or at  law.  This  Agreement  constitutes  a valid
      transfer of the Seller's  interest in the Timeshare Loans to the Depositor
      or, in the event of the  characterization  of any such transfer as a loan,
      the valid creation of a first priority perfected security interest in such
      Timeshare Loans in favor of the Depositor.

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

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

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


                                       6
<PAGE>

      indenture, or with respect to any such order of any court,  administrative
      agency, arbitrator or governmental body.

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

                  (ix)  Pending  Litigation  or Other  Proceedings.  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  Depositor's  or any of  its  assigns'  ability  to
      foreclose  or otherwise  enforce the liens of the  Mortgage  Notes and the
      rights of the Obligors to use and occupy the related Timeshare Properties.

                  (x) Information. No document,  certificate or report furnished
      or required to be furnished by or on behalf of the Seller pursuant to this
      Agreement,  in its  capacity  as Seller,  contains  or will  contain  when
      furnished any untrue statement of a material fact or fails or will fail to
      state a material fact necessary in order to make the statements  contained
      therein not misleading in light of the circumstances in which it was made.
      There  are no facts  known to the  Seller  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 the
      Seller,  or which may  impair the  ability  of the  Seller to perform  its
      obligations under this Agreement,  which have not been disclosed herein or
      therein  or in the  certificates  and  other  documents  furnished  to the
      Depositor by or on behalf of the Seller 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 the Seller or any of its Affiliates, and, to the Seller's Knowledge, no
      event  has  occurred  or  circumstance   exists  that  may  result  in  an
      accumulated funding deficiency as of the last day of the current plan year
      of any such plan;  (ii) the Seller and each of its Affiliates has made all
      contributions  required  under


                                       7
<PAGE>

      each  multiemployer  plan  (as  such  term  is  defined  under  ERISA)  (a
      "Multiemployer  Plan")  to  which  the  Seller  or any  of its  Affiliates
      contributes or in which the Seller or any of its  Affiliates  participates
      (a "Seller  Multiemployer  Plan"); and (iii) neither the Seller nor any of
      its Affiliates has withdrawn from any  Multiemployer  Plan with respect to
      which there is any outstanding  liability and, to the Seller's  Knowledge,
      no event has occurred or  circumstance  exists that presents a risk of the
      occurrence  of  any  withdrawal  from,  or  the  partition,   termination,
      reorganization or insolvency of, any Seller  Multiemployer Plan that could
      result in any liability to the Seller.

                  (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  Depositor.  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 when due.

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

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

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

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

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


                                       8
<PAGE>

            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;

                        (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 Servicer 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;


                                       9
<PAGE>

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

                        (J)  Except as  expressly  permitted  in the Club  Trust
            Agreement,   the  Club  Trustee  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  non-stock
            corporation duly formed, validly existing and in good standing under
            the laws of the State of Florida;

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

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

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

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


                                       10
<PAGE>

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

            SECTION 6. Repurchases and Substitutions.

            (a)  Mandatory   Repurchases  and   Substitutions  for  Breaches  of
Representations  and  Warranties.  Upon the receipt of notice by the Seller from
the Depositor,  the Issuer or the Indenture  Trustee,  of a breach of any of the
representations  and  warranties  in Section 5 hereof (on the date on which such
representation  or warranty was made) which materially and adversely affects the
value of a Timeshare  Loan or the interests of the  Depositor or any  subsequent
assignee of the Depositor  (including  the Issuer and the  Indenture  Trustee on
behalf of the Noteholders) therein, the Seller shall, within 30 days (or, if the
Seller  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
Depositor's  interest in such Defective Timeshare Loan from the Depositor at the
Repurchase  Price or (ii)  provide one or more  Qualified  Substitute  Timeshare
Loans and pay the related  Substitution  Shortfall  Amounts,  if any. The Seller
acknowledges  that the  Depositor  shall,  pursuant to the Sale  Agreement  sell
Timeshare  Loans and rights and  remedies  acquired  hereunder to the Issuer and
that the Issuer shall pledge such  Timeshare  Loans and rights to the  Indenture
Trustee.  The Seller  further  acknowledges  that the Indenture  Trustee will be
appointed  attorney-in-fact  under the  Indenture  and may enforce the  Seller's
repurchase or  substitution  obligations if the Seller has not complied with its
repurchase  or  substitution   obligations   under  this  Agreement  within  the
aforementioned 30 day or 60-day period.

            (b) Optional Purchases or Substitutions of Club Loans. The Depositor
hereby  irrevocably grants to the Seller any options to repurchase or substitute
Original  Club Loans it has under the Sale  Agreement  and as  described  in the
following  sentence.  With  respect  to any  Original  Club  Loans for which the
related  Obligor  has  elected to effect an  Upgrade,  the  Seller  will (at its
option) either (i) pay the Repurchase  Price for such Original Club Loan or (ii)
substitute one or more Qualified  Substitute  Timeshare  Loans for such Original
Club Loan and pay the related Substitution  Shortfall Amounts, if any; provided,
however, that the Seller's option to substitute one or more Qualified Substitute
Timeshare  Loan 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 Seller  pursuant  to this
Section 6(b) on the related substitution dates pursuant to this Agreement and/or
the  Sale  Agreement.  The  Seller  shall  use  best  efforts  to  exercise  its
substitution option with respect to Original Club Loans prior to exercise of its
repurchase  option.  To the extent  that the Seller  shall  elect to  substitute
Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller shall
use best efforts


                                       11
<PAGE>

to cause each such Qualified  Substitute  Timeshare Loan to be, in the following
order of priority,  (i) the Upgrade Club Loan related to such Original Club Loan
and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

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

            (d) Payment of Repurchase Prices and Substitution Shortfall Amounts.
The Seller hereby agrees to remit or cause to be remitted all amounts in respect
of Repurchase  Prices and  Substitution  Shortfall  Amounts  payable  during the
related Due Period in immediately available funds to the Indenture Trustee to be
deposited in the  Collection  Account on the 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 Seller hereby agrees,  on each
date on which a Timeshare Loan has been  repurchased,  purchased or substituted,
to  provide  or  cause to be  provided  to the  Depositor,  the  Issuer  and the
Indenture  Trustee with a electronic  supplement  to Schedule III hereto and the
Schedule of  Timeshare  Loans  reflecting  the removal  and/or  substitution  of
Timeshare Loans and subjecting any Qualified  Substitute  Timeshare Loans to the
provisions of this Agreement.

            (f) Qualified  Substitute  Timeshare  Loans.  On the related Funding
Date,  the  Seller  hereby  agrees to deliver  or to cause the  delivery  of the
Timeshare Loan Files relating to the Qualified Substitute Timeshare Loans to the
Indenture  Trustee  or to the  Custodian,  at  the  direction  of the  Indenture
Trustee, in accordance with the provisions of the Indenture.  As of such related
Funding Date,  the Seller does hereby  transfer,  assign,  sell and grant to the
Depositor,  without  recourse  (except as  provided  in Section 6 and  Section 8
hereof),  any and all of the  Seller's  right,  title and interest in and to (i)
each  Qualified  Substitute  Timeshare  Loan  conveyed to the  Depositor on such
Funding  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


                                       12
<PAGE>

Related Security in respect of such Qualified Substitute Timeshare Loans and (v)
all income,  payments,  proceeds and other benefits and rights related to any of
the  foregoing.  Upon such sale,  the  ownership  of each  Qualified  Substitute
Timeshare Loan and all collections  allocable to principal and interest  thereon
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  Depositor,  its  successors  and assigns.  The Seller shall not take any
action  inconsistent with such ownership nor claim any ownership interest in any
Qualified  Substitute  Timeshare  Loan for any  purpose  whatsoever  other  than
consolidated  financial and federal and state income tax  reporting.  The Seller
agrees that such Qualified  Substitute  Timeshare  Loans shall be subject to the
provisions of this Agreement and shall  thereafter be deemed a "Timeshare  Loan"
for the purposes of this Agreement.

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

            (h)  Release.  In  connection  with  any  repurchase,   purchase  or
substitution of one or more Timeshare Loans contemplated by this Section 6, upon
satisfaction of the conditions  contained in this Section 6, the Depositor,  the
Issuer and the  Indenture  Trustee  shall execute and deliver or shall cause the
execution  and  delivery  of  such  releases  and  instruments  of  transfer  or
assignment  presented  to it by the Seller,  in each case without  recourse,  as
shall  be  necessary  to  vest in the  Seller  or its  designee  the  legal  and
beneficial ownership of such Timeshare Loans. The Depositor,  the Issuer and the
Indenture  Trustee  shall cause the  Custodian to release the related  Timeshare
Loan Files to the Seller or its designee and the Servicer to release the related
Timeshare Loan Servicing Files to the Seller or its designee.

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

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

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


                                       13
<PAGE>

            (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 Depositor.

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

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

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

            (g) Any  change in the legal name of the Seller and any use by it of
any  tradename,  fictitious  name,  assumed  name or  "doing  business  as" name
occurring  after the  Closing  Date shall be promptly  within 10  Business  Days
disclosed to the Depositor and the Indenture Trustee in writing.

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

            (i) In the event that the  Seller  shall  receive  any  payments  in
respect  of a  Timeshare  Loan  after  the  Closing  Date or  Funding  Date,  as
applicable (including any insurance proceeds that are not payable to the related
Obligor), the Seller shall, within two (2) Business Days of receipt, transfer or
cause to be transferred, such payments to the Lockbox Account.


                                       14
<PAGE>

            (j) The Seller will keep its  principal  place of business and chief
executive  office  and the  office  where it keeps its  records  concerning  the
Timeshare Loans at the address of Bluegreen listed herein.

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

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

            (m) The Seller  agrees to  properly  disclose  and  account  for the
transfer of Timeshare  Loans  hereunder as a sale under and in  accordance  with
GAAP  and the  Statement  of  Financial  Accounting  Standards  No.  140 (or any
successor statement of the Financial Accounting Standards Board).

            SECTION 8. Indemnification.

            (a) The Seller agrees to indemnify the  Depositor,  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  Depositor,  the
Issuer, the Indenture Trustee, the Noteholders or the Agent may sustain directly
related to any breach of the  representations and warranties of the Seller under
Section 5 hereof (the "Indemnified Amounts") excluding,  however (i) Indemnified
Amounts to the extent resulting from the gross negligence or willful  misconduct
on the part of such Indemnified  Party;  (ii) any recourse for any uncollectible
Timeshare  Loan not related to a breach of  representation  or  warranty;  (iii)
recourse  to the Seller for a  Defective  Timeshare  Loan so long as the same is
cured,  substituted  or repurchased  pursuant to Section 6 hereof,  (iv) income,
franchise  or similar  taxes by such  Indemnified  Party  arising out of or as a
result of this Agreement or the transfer of the Timeshare Loans; (v) Indemnified
Amounts attributable to any violation by an Indemnified Party of any requirement
of law related to an Indemnified  Party; or (vi) the operation or administration
of the  Indemnified  Party  generally and not related to the enforcement of this
Agreement.  The Seller shall (A) promptly notify the Depositor and the Indenture
Trustee if a claim is made by a third party with  respect to this  Agreement  or
the  Timeshare  Loans,  and relating to (i) the failure by the Seller to perform
its duties in  accordance  with the terms of this  Agreement or (ii) a breach of
the  Seller's  representations,  covenants  and  warranties  contained  in  this
Agreement,  (B) assume  (with the  consent of the  Depositor,  the  Issuer,  the
Indenture  Trustee,  the Noteholders or


                                       15
<PAGE>

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

            (b) The  obligations of the Seller under this Section 8 to indemnify
the Depositor,  the Issuer, the Indenture Trustee, the Noteholders and the 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 Seller  hereby  agrees that it will
not, directly or indirectly,  institute, or cause to be instituted,  or join any
Person in instituting, against the Depositor or any Association, any bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings,  or other
proceedings  under any  federal or state  bankruptcy  or similar  law so long as
there  shall not have  elapsed  one year plus one day since the latest  maturing
Notes issued by the Issuer.

            SECTION 10.  Notices,  Etc.  All  notices  and other  communications
provided for hereunder shall,  unless otherwise stated herein, be in writing and
mailed or telecommunicated, or delivered as to each party hereto, at its address
set forth below or at such other address as shall be designated by such party in
a  written   notice  to  the  other  parties   hereto.   All  such  notices  and
communications  shall not be effective  until received by the party to whom such
notice or communication is addressed.

      Seller

      Bluegreen Corporation
      4960 Conference Way North, Suite 100
      Boca Raton, Florida 33431
      Attention: Allan Herz, Senior Vice President
      Telecopier: (561) 912-8255

      Depositor

      Bluegreen Receivables Finance Corporation IX
      4950 Communication Avenue, Suite 900
      Boca Raton, Florida 33431
      Attention: Terry Jones, President
      Telecopier: (561) 912-8121

            SECTION  11. No  Waiver;  Remedies.  No  failure  on the part of the
Seller,  the  Depositor  or any assignee  thereof to  exercise,  and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder


                                       16
<PAGE>

preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  The remedies  herein  provided are  cumulative  and not exclusive of any
other remedies provided by law.

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

            SECTION 13.  Amendments;  Consents  and  Waivers.  No  modification,
amendment or waiver of, or with respect to, any provision of this Agreement, and
all other agreements,  instruments and documents delivered thereto,  nor consent
to any departure by the Seller from any of the terms or conditions thereof shall
be  effective  unless it shall be in writing  and signed by each of the  parties
hereto,  the written  consent of the 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 Seller 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 Seller in any case shall,  in itself,  entitle it to
any other consent or further notice or demand in similar or other circumstances.
The Seller  acknowledges that in connection with the intended  assignment by the
Depositor of all of its right,  title and interest in and to each Timeshare Loan
to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will
be used by the Issuer to purchase the Timeshare  Loans from the Depositor  under
the terms of the Sale Agreement.

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


                                       17
<PAGE>

            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 REGARD TO ITS
      PRINCIPLES OF CONFLICTS OF LAW.

                  (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 THE ADDRESS SET FORTH ON THE  SIGNATURE  PAGE
      HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER
      THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. THE
      PARTIES  HERETO EACH WAIVES ANY OBJECTION  BASED ON FORUM NON  CONVENIENS,
      AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS
      TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE
      BY THE  COURT.  NOTHING IN THIS  SECTION 15 SHALL  AFFECT THE RIGHT OF THE
      PARTIES TO THIS  AGREEMENT  TO SERVE  LEGAL  PROCESS  IN ANY OTHER  MANNER
      PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY OF THEM TO BRING ANY ACTION OR
      PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.

            SECTION 16. WAIVERS OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND  UNCONDITIONALLY  WAIVES,  TO THE EXTENT PERMITTED BY APPLICABLE
LAW,  ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL  ACTION OR  PROCEEDING
RELATING  DIRECTLY OR  INDIRECTLY  TO THIS  AGREEMENT  OR ANY OTHER  DOCUMENT OR
INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN.

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

            SECTION  18.  Execution  in  Counterparts.  This  Agreement  may  be
executed by the parties hereto in separate  counterparts,  each of which when so
executed shall be deemed to be an original and both of which when taken together
shall constitute one and the same agreement.


                                       18
<PAGE>

            IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be
executed by their respective officers thereunto duty authorized,  as of the date
first above written.

                                       Very truly yours,

                                       BLUEGREEN RECEIVABLES FINANCE
                                       CORPORATION IX, as Depositor

                                       By:______________________________________
                                          Name:
                                          Title:


                                       BLUEGREEN CORPORATION, as Seller

                                       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 Purchase and Contribution Agreement]


                                       19
<PAGE>

                                     Annex A

                              Standard Definitions


                                     Annex A

<PAGE>

                                   Schedule I

   Representations and Warranties of the Seller 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%  percent of the actual  purchase  price
            (including closing costs) of the Timeshare Property (which cash down
            payment may, in the case of Upgraded Club Loans only, be represented
            by the principal  payments on such  Timeshare Loan since its date of
            origination)  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
            Depositor,  the Seller  will own full legal and  equitable  title to
            such  Timeshare  Loan,  and the  Timeshare  Loan  (and  the  related
            Timeshare  Property) is free and clear of adverse claims,  liens and
            encumbrances and is not subject to claims of rescission, invalidity,
            unenforceability,    illegality,    defense,   offset,    abatement,
            diminution,  recoupment,  counterclaim or participation or ownership
            interest in favor of any other Person;

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

      (h)   with respect to each Club Loan (other than an Aruba 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;  the related  Mortgage  has been
            delivered   for  filing  and   recordation   with  all   appropriate
            governmental authorities in all jurisdictions in which such Mortgage
            is required to be filed and recorded to


                                      I-1
<PAGE>

            create a valid,  binding and  enforceable  first Lien on the related
            Timeshare  Property and such Mortgage  creates a valid,  binding and
            enforceable  first Lien on the related Timeshare  Property,  subject
            only to Permitted  Liens;  and the Seller is in compliance  with any
            Permitted  Lien  respecting  the right to the use of such  Timeshare
            Property;  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 Club Loan (other than an Aruba Club
            Loan),  and,  only one  Finance  Agreement,  in the case of an Aruba
            Right-to-Use  Loan;  all  parties to the  related  Mortgage  and the
            related  Mortgage  Note (and,  in the case of an Aruba  Right-to-Use
            Loan,  Finance  Agreement)  had legal  capacity  to enter  into such
            Timeshare  Loan  Documents  and to execute and deliver  such related
            Timeshare Loan Documents,  and such related Timeshare Loan Documents
            have been duly and properly executed by such parties; any amendments
            to such related Timeshare Loan Documents required as a result of any
            mergers  involving the Seller or its  predecessors,  to maintain the
            rights of the Seller or its  predecessors  thereunder as a mortgagee
            (or a Seller, in the case of an Aruba Loan) have been completed;

      (j)   at the time the related Originator originated such Timeshare Loan to
            the related Obligor, such Originator had full power and authority to
            originate   such  Timeshare  Loan  and  the  Obligor  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 Right-to-Use Loan,
            the related Finance  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 Club
            Loans (other than Aruba Club Loans), there is no exemption available
            to the related  Obligor which would  interfere with the  mortgagee's
            right  to sell at a  trustee's  sale or  power  of sale or  right to
            foreclose such related Mortgage, as applicable;

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


                                      I-2
<PAGE>

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

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

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

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

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


                                      I-3
<PAGE>

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

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

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

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

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

      (w)   other than with  respect to  delinquent  payments  of  principal  or
            interest 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 Seller has
            not waived any such material default,  breach, violation or event of
            acceleration  under the Finance  Agreement,  Mortgage,  the Mortgage
            Note or any such other document or instrument, as applicable;

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

      (y)   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


                                      I-4
<PAGE>

            related  Mortgage do not provide for a release of any portion of the
            Timeshare Property from the Lien of the related Mortgage except upon
            the payment of the Timeshare Loan in full;

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

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

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

      (cc)  in the case of Bluegreen  Owned Resorts (other than La Cabana Resort
            and Casa Del Mar Resort) and to the Seller's  Knowledge with respect
            to the Non-Bluegreen Owned Resorts 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  Timeshare   Property  is  covered  by  such
            insurance,  under the  applicable  governing  instruments  either to
            repair or rebuild the portions of the Timeshare Project in which the
            Timeshare Property is located or to pay such proceeds to the holders
            of  any  related  Mortgage  secured  by a  timeshare  estate  in the
            portions of the Timeshare Project in which the Timeshare Property is
            located;  (ii) the related Resort,  if located in a designated flood
            plain,  maintains  flood  insurance  in an amount  not less than the
            maximum level  available  under the National Flood  Insurance Act of
            1968, as amended or any  applicable  laws;  (iii) the related Resort
            has business interruption  insurance and general liability insurance
            in such amounts generally  acceptable in the industry;  and (iv) the
            related  Resort's  insurance  policies  are in full force and effect
            with a generally acceptable insurance carrier;

      (dd)  the  related  Mortgage  gives the  obligee  and its  successors  and
            assigns the right to receive and direct the application of insurance
            and  condemnation  proceeds


                                      I-5
<PAGE>

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

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

      (hh)  [RESERVED];


                                      I-6
<PAGE>

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

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

      (kk)  the Timeshare Loan relates to 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 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;

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

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


                                      I-7
<PAGE>

      (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 two (2) month's  aggregate  required  payments with respect to
            the Timeshare Loan (not including any down payment);

      (ss)  if a Resort (other than the La Cabana Beach Resort & Racquet Club in
            Aruba) 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  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 Seller's Knowledge,  the capital reserves and maintenance fee
            levels of the  Associations  related to the Resorts are  adequate in
            light of the operating requirements of such Associations;

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

      (aaa) for each Club Loan, the Obligor under the Timeshare Loan has not had
            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;


                                      I-8
<PAGE>

      (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; and

      (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 of counsel by Michigan  local
            counsel.


                                      I-9
<PAGE>


                                     III-1
<PAGE>

                                    Exhibit A

                                  Waiver Letter


                                    Exhibit A
<PAGE>

                                    Exhibit B

                              Club Trust Agreement


                                    Exhibit B
<PAGE>

                                    Exhibit C

                                    ACH Form


                                    Exhibit D
</TEXT>
</DOCUMENT>
