SALE AGREEMENT

                                                                  Exhibit 10.186

                                                                  EXECUTION COPY
                                                           (Depositor to Issuer)

                                  SALE AGREEMENT

            This SALE AGREEMENT   (this   "Agreement"),   dated as of September 15,
2007 is by and   among   BRF   Corporation   2007-A,   a   Delaware   corporation   (the
"Depositor"),   and BXG Receivables   Note Trust 2007-A,   a statutory trust formed
under the laws of the State of Delaware   (the   "Issuer"),   and their   respective
permitted successors and assigns.

                              W I T N E S S E T H:

            WHEREAS,   on the Closing Date, (i) the Depositor intends to sell and
the Issuer intends to purchase the Initial   Timeshare Loans and the Closing Date
Eligible   Investments,   and (ii) the Issuer   intends to pledge the Trust   Estate
(including   all Subsequent   Timeshare   Loans acquired by the Issuer from time to
time) to U.S. Bank National   Association,   a national   banking   association,   as
Indenture Trustee (the "Indenture Trustee"),   pursuant to an indenture, dated as
of   September   15, 2007 (the   "Indenture"),   by and among the Issuer,   Bluegreen
Corporation ("Bluegreen" or the "Club Originator"), a Massachusetts corporation,
in its capacity as Servicer (the   "Servicer"),   Vacation Trust,   Inc., a Florida
corporation,   as Club Trustee (the "Club Trustee") and the Indenture Trustee, to
secure the Issuer's 5.828% Timeshare   Loan-Backed Notes, Series 2007-A, Class A,
6.474% Timeshare   Loan-Backed   Notes,   Series 2007-A,   Class B, 7.463% Timeshare
Loan-Backed Notes, Series 2007-A,   Class C, 7.611% Timeshare   Loan-Backed Notes,
Series 2007-A, Class D, 8.283% Timeshare Loan-Backed Notes, Series 2007-A, Class
E,   9.680%   Timeshare   Loan-Backed   Notes,   Series   2007-A,   Class F and 11.149%
Timeshare Loan-Backed Notes, Series 2007-A, Class G (collectively, the "Notes");

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

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

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

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

<PAGE>

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

                  Acquisition   of   Timeshare   Loans and   Closing   Date   Eligible
Investments.

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

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


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

      (iii)   Closing Date Eligible   Investments.   On the Closing Date, in return
for an amount equal to the sum of the Prefunding Account Initial Deposit and the
Capitalized    Interest   Account   Initial   Deposit,   the   Depositor   does   hereby
transfer,   assign,   sell and grant to the Issuer,   without   recourse   (except as
provided   in   Section 6 and   Section 8 hereof),   any and all of the   Depositor's
right,   title and interest in and to the Closing Date Eligible   Investments (the
property in Section 2(a)(i), 2(a)(ii) and this Section 2(a)(iii), the "Assets").
The Depositor   shall not take any action   inconsistent   with such   ownership nor
claim any   ownership   interest in any Closing Date Eligible   Investment   for any
purpose   whatsoever   other than for federal and state income tax   reporting,   if
applicable.  

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

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

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


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

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

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

                  Conditions   Precedent to   Acquisition   of Timeshare   Loans and
Closing Date Eligible   Investments by the Issuer.   The obligations of the Issuer
to purchase any Timeshare Loans and Closing Date Eligible Investments   hereunder
shall be subject to the satisfaction of the following conditions:


                                        4
<PAGE>

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

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

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

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

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

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

                  Each   Subsequent   Timeshare   Loan   conveyed on a Transfer Date
shall be an Eligible Timeshare Loan and each of the conditions herein and in the
Indenture   for the   purchase   of   Subsequent   Timeshare   Loans   shall   have been
satisfied.

                  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.

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


                                        5
<PAGE>

                  Representations   and Warranties   and Certain   Covenants of the
Depositor.

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

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

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

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

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


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<PAGE>

      regardless   of   whether   such   enforceability   shall   be   considered   in a
      proceeding   in   equity   or at   law.   This   Agreement   constitutes   a valid
      transfer of its interest in the   Timeshare   Loans to the Issuer or, in the
      event of the   characterization   of any such transfer as a loan,   the valid
      creation of a first priority perfected security interest in such Timeshare
      Loans in favor of the Issuer.

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

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

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


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

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

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

                  (xii) Employee Benefit Plan Liability.   As of the Closing Date
      and   each   Transfer   Date,   as   applicable,   (i) no   "accumulated   funding
      deficiency" (as such term is defined under ERISA and the Code), whether or
      not waived, exists with respect to any "employee pension benefit plan" (as
       such term is defined under ERISA) sponsored,   maintained or contributed to
      by it or any of its   Affiliates,   and,   to its   Knowledge,   no   event   has
      occurred or circumstance   exists that may result in an accumulated funding
      deficiency   as of the last day of the current   plan year of any such plan;
      (ii) it and each of its   Affiliates   has made all   contributions   required
      under each   multiemployer   plan (as such term is


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

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

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

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

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

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

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


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            The Club is not taxable as an