Exhibit 10.119
                                                                  EXECUTION COPY

                       BXG RECEIVABLES NOTE TRUST 2004-C,
                                    as Issuer

                             BLUEGREEN CORPORATION,
                                   as Servicer

                              VACATION TRUST, INC.,
                                 as Club Trustee

                         CONCORD SERVICING CORPORATION,
                               as Backup Servicer

                               U.S. BANK NATIONAL
                       ASSOCIATION, as Indenture Trustee,
                           Paying Agent and Custodian

                                       and

                        BRANCH BANKING AND TRUST COMPANY,
                                    as Agent

                                 --------------

                                    INDENTURE

                          Dated as of December 1, 2004

                                 --------------

                 Timeshare Loan-Backed VFN Notes, Series 2004-C

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                                <C>
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................................3

   SECTION 1.1.    General Definitions and Usage of Terms..........................................3

   SECTION 1.2.    Compliance Certificates and Opinions............................................3

   SECTION 1.3.    Form of Documents Delivered to Indenture Trustee................................3

   SECTION 1.4.    Acts of Noteholders, etc........................................................4

   SECTION 1.5.    Notice to Noteholders; Waiver...................................................5

   SECTION 1.6.    Effect of Headings and Table of Contents........................................6

   SECTION 1.7.    Successors and Assigns..........................................................6

   SECTION 1.8.    GOVERNING LAW...................................................................6

   SECTION 1.9.    Legal Holidays..................................................................6

   SECTION 1.10.   Execution in Counterparts.......................................................6

   SECTION 1.11.   Inspection......................................................................7

   SECTION 1.12.   Survival of Representations and Warranties......................................7

ARTICLE II. THE NOTES..............................................................................7

   SECTION 2.1.    General Provisions..............................................................7

   SECTION 2.2.    Definitive Notes................................................................8

   SECTION 2.3.    [RESERVED]......................................................................8

   SECTION 2.4.    Registration, Transfer and Exchange of Notes....................................8

   SECTION 2.5.    Mutilated, Destroyed, Lost and Stolen Notes....................................10

   SECTION 2.6.    Payment of Interest and Principal; Rights Preserved............................11

   SECTION 2.7.    Persons Deemed Owners..........................................................11
</TABLE>

                                       i
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<TABLE>
<S>                                                                                                <C>
   SECTION 2.8.    Cancellation...................................................................11

   SECTION 2.9.    Noteholder Lists...............................................................11

   SECTION 2.10.   Treasury Notes.................................................................12

   SECTION 2.11.   [RESERVED].....................................................................12

   SECTION 2.12.   Confidentiality................................................................12

ARTICLE III. ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS; REPORTS..............................13

   SECTION 3.1.    Trust Accounts; Investments by Indenture Trustee...............................13

   SECTION 3.2.    Establishment and Administration of the Trust Accounts.........................14

   SECTION 3.3.    [RESERVED].....................................................................15

   SECTION 3.4.    Distributions..................................................................16

   SECTION 3.5.    Reports to Noteholders.........................................................17

   SECTION 3.6.    [RESERVED].....................................................................18

   SECTION 3.7.    Withholding Taxes..............................................................18

ARTICLE IV. THE TRUST ESTATE......................................................................18

   SECTION 4.1.    Acceptance by Indenture Trustee................................................18

   SECTION 4.2.    Acquisition of Timeshare Loans.................................................19

   SECTION 4.3.    [RESERVED].....................................................................19

   SECTION 4.4.    Tax Treatment..................................................................19

   SECTION 4.5.    Further Action Evidencing Grant of Security Interest and Assignments...........20

   SECTION 4.6.    Substitution and Repurchase of Timeshare Loans.................................20

   SECTION 4.7.    Release of Lien................................................................22

   SECTION 4.8.    Appointment of Custodian and Paying Agent......................................23

   SECTION 4.9.    Sale of Timeshare Loans........................................................23
</TABLE>

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<TABLE>
<S>                                                                                               <C>
ARTICLE V. SERVICING OF TIMESHARE LOANS...........................................................23

   SECTION 5.1.    Appointment of Servicer and Backup Servicer; Servicing Standard................23

   SECTION 5.2.    Payments on the Timeshare Loans................................................24

   SECTION 5.3.    Duties and Responsibilities of the Servicer....................................24

   SECTION 5.4.    Servicer Events of Default.....................................................28

   SECTION 5.5.    Accountings; Statements and Reports............................................30

   SECTION 5.6.    Records........................................................................32

   SECTION 5.7.    Fidelity Bond and Errors and Omissions Insurance...............................32

   SECTION 5.8.    Merger or Consolidation of the Servicer........................................33

   SECTION 5.9.    Sub-Servicing..................................................................33

   SECTION 5.10.   Servicer Resignation...........................................................34

   SECTION 5.11.   Fees and Expenses..............................................................34

   SECTION 5.12.   Access to Certain Documentation................................................34

   SECTION 5.13.   No Offset......................................................................35

   SECTION 5.14.   Account Statements.............................................................35

   SECTION 5.15.   Indemnification; Third Party Claim.............................................35

   SECTION 5.16.   Backup Servicer................................................................35

   SECTION 5.17.   Aruba Notices..................................................................36

   SECTION 5.18.   Recordation....................................................................37

ARTICLE VI. EVENTS OF DEFAULT; REMEDIES...........................................................37

   SECTION 6.1.    [RESERVED].....................................................................37

   SECTION 6.2.    Acceleration of Maturity; Rescission and Annulment.............................37

   SECTION 6.3.    Remedies.......................................................................38

   SECTION 6.4.    Indenture Trustee May File Proofs of Claim.....................................39

   SECTION 6.5.    Indenture Trustee May Enforce Claims Without Possession of Notes...............40
</TABLE>

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<TABLE>
<S>                                                                                               <C>
   SECTION 6.6.    Application of Money Collected.................................................40

   SECTION 6.7.    Limitation on Suits............................................................43

   SECTION 6.8.    Unconditional Right of Noteholders to Receive Principal and Interest...........43

   SECTION 6.9.    Restoration of Rights and Remedies.............................................44

   SECTION 6.10.   Rights and Remedies Cumulative.................................................44

   SECTION 6.11.   Delay or Omission Not Waiver...................................................44

   SECTION 6.12.   Control by Agent...............................................................44

   SECTION 6.13.   Waiver of Events of Default....................................................45

   SECTION 6.14.   Undertaking for Costs..........................................................45

   SECTION 6.15.   Waiver of Stay or Extension Laws...............................................46

   SECTION 6.16.   Sale of Trust Estate...........................................................46

   SECTION 6.17.   Action on Notes................................................................47

   SECTION 6.18.   Performance and Enforcement of Certain Obligations.............................47

ARTICLE VII. THE INDENTURE TRUSTEE................................................................47

   SECTION 7.1.    Certain Duties.................................................................47

   SECTION 7.2.    Notice of Events of Default....................................................49

   SECTION 7.3.    Certain Matters Affecting the Indenture Trustee................................49

   SECTION 7.4.    Indenture Trustee Not Liable for Notes or Timeshare Loans......................50

   SECTION 7.5.    Indenture Trustee May Own Notes................................................50

   SECTION 7.6.    Indenture Trustee's Fees and Expenses..........................................51

   SECTION 7.7.    Eligibility Requirements for Indenture Trustee.................................51

   SECTION 7.8.    Resignation or Removal of Indenture Trustee....................................51

   SECTION 7.9.    Successor Indenture Trustee....................................................52

   SECTION 7.10.   Merger or Consolidation of Indenture Trustee...................................53

   SECTION 7.11.   Appointment of Co-Indenture Trustee or Separate Indenture Trustee..............53
</TABLE>

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<TABLE>
<S>                                                                                               <C>
   SECTION 7.12.   Paying Agent and Note Registrar Rights.........................................55

   SECTION 7.13.   Authorization..................................................................55

   SECTION 7.14.   Maintenance of Office or Agency................................................55

ARTICLE VIII. COVENANTS OF THE ISSUER.............................................................56

   SECTION 8.1.    Payment of Principal, Interest and Other Amounts...............................56

   SECTION 8.2.    Reserved.......................................................................56

   SECTION 8.3.    Money for Payments to Noteholders to Be Held in Trust..........................56

   SECTION 8.4.    Existence; Merger; Consolidation, etc..........................................57

   SECTION 8.5.    Protection of Trust Estate; Further Assurances.................................58

   SECTION 8.6.    Additional Covenants...........................................................60

   SECTION 8.7.    Taxes..........................................................................61

   SECTION 8.8.    Restricted Payments............................................................61

   SECTION 8.9.    Treatment of Notes as Debt for Tax Purposes....................................62

   SECTION 8.10.   Further Instruments and Acts...................................................62

ARTICLE IX. SUPPLEMENTAL INDENTURES...............................................................62

   SECTION 9.1.    Supplemental Indentures........................................................62

   SECTION 9.2.    Supplemental Indentures with Consent of Noteholders............................63

   SECTION 9.3.    Execution of Supplemental Indentures...........................................64

   SECTION 9.4.    Effect of Supplemental Indentures..............................................64

   SECTION 9.5.    Reference in Notes to Supplemental Indentures..................................64

ARTICLE X. BORROWINGS.............................................................................64

   SECTION 10.1.   Optional Borrowings............................................................64
</TABLE>

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<TABLE>
<S>                                                                                               <C>
ARTICLE XI. SATISFACTION AND DISCHARGE............................................................65

   SECTION 11.1.   Satisfaction and Discharge of Indenture........................................65

   SECTION 11.2.   Application of Trust Money; Repayment of Money Held by Paying Agent............66

   SECTION 11.3.   Trust Termination Date.........................................................67

ARTICLE XII. REPRESENTATIONS AND WARRANTIES AND COVENANTS.........................................67

   SECTION 12.1.   Representations and Warranties of the Issuer...................................67

   SECTION 12.2.   Representations and Warranties of the Servicer.................................68

   SECTION 12.3.   Representations and Warranties of the Indenture Trustee........................71

   SECTION 12.4. Multiple Roles...................................................................72

   SECTION 12.5. [Reserved].......................................................................72

   SECTION 12.6.   Covenants of the Club Trustee..................................................72

   SECTION 12.7.   Representations and Warranties of the Backup Servicer..........................75

ARTICLE XIII. MISCELLANEOUS.......................................................................77

   SECTION 13.1.   Officer's Certificate and Opinion of Counsel as to Conditions Precedent........77

   SECTION 13.2.   Statements Required in Certificate or Opinion..................................78

   SECTION 13.3.   Notices........................................................................78

   SECTION 13.4.   No Proceedings.................................................................80

   SECTION 13.5.   Limitation of Liability of Owner Trustee.......................................80

ARTICLE XIV. REDEMPTION OF NOTES..................................................................81

   SECTION 14.1.   Optional Redemption; Election to Redeem........................................81

   SECTION 14.2.   Notice to Indenture Trustee....................................................81

   SECTION 14.3.   Notice of Redemption by the Servicer...........................................81

   SECTION 14.4.   Deposit of Redemption Price....................................................81
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                               <C>
   SECTION 14.5.   Notes Payable on Redemption Date...............................................81

ARTICLE XV. NON-PETITION AND LIMITED RECOURSE.....................................................82

   SECTION 15.1.   Limited Recourse Against the Structured Purchaser..............................82

   SECTION 15.2.   No Bankruptcy Petition Against Structured Purchaser............................82
</TABLE>

Exhibit A          Form of Notes

Exhibit B          Form of Investor Representation Letter

Exhibit C          Reserved

Exhibit D          Form of Monthly Servicer Report

Exhibit E          Servicing Officer's Certificate

Exhibit F          Form of Investor Certification

Exhibit G          Form of ROAP Waiver Letter

Exhibit H          Form of Aruba Notice

Exhibit I          Resort Ratings

Exhibit J          Collection Policy dated December 1, 2004

Exhibit K          Credit Policy dated December 1, 2004

Annex A            Standard Definitions

Schedule I         Schedule of Timeshare Loans

<PAGE>

                                    INDENTURE

            This INDENTURE, dated as of December 1, 2004 (this "Indenture"),  is
among BXG RECEIVABLES NOTE TRUST 2004-C, a statutory trust formed under the laws
of the  State of  Delaware,  as issuer  (the  "Issuer"),  BLUEGREEN  CORPORATION
("Bluegreen"),  a  Massachusetts  corporation,  in its capacity as servicer (the
"Servicer"),  VACATION TRUST, INC., a Florida corporation,  as trustee under the
Club Trust Agreement (the "Club Trustee"),  CONCORD  SERVICING  CORPORATION,  an
Arizona  corporation,  as backup  servicer  (the "Backup  Servicer"),  U.S. BANK
NATIONAL ASSOCIATION, a national banking association,  as indenture trustee (the
"Indenture  Trustee"),  paying agent (the "Paying  Agent") and as custodian (the
"Custodian") and BRANCH BANKING AND TRUST COMPANY, a North Carolina corporation,
as agent of the Purchasers pursuant to the Note Funding Agreement (the "Agent").

                             RECITALS OF THE ISSUER

            WHEREAS,  the Issuer has duly  authorized the execution and delivery
of this  Indenture  to provide  for the  issuance  of four  classes of  variable
funding notes designated as the Timeshare  Loan-Backed VFN Notes, Series 2004-C,
Class A (the  "Class A Notes"),  the  Timeshare  Loan-Backed  VFN Notes,  Series
2004-C,  Class B (the "Class B Notes"),  the  Timeshare  Loan-Backed  VFN Notes,
Series 2004-C,  Class C (the "Class C Notes") and the Timeshare  Loan-Backed VFN
Notes, Series 2004-C, Class D (the "Class D Notes" and together with the Class A
Notes, the Class B Notes and the Class C Notes, the "Notes");

            WHEREAS,  the Notes will evidence  Borrowings made from time to time
prior to the  Facility  Termination  Date by the Issuer in  accordance  with the
terms described herein and in the Note Funding Agreement;

            WHEREAS,  the  Servicer  has agreed to service  and  administer  the
Timeshare  Loans securing the Notes and the Backup Servicer has agreed to, among
other things,  service and administer the Timeshare  Loans if the Servicer shall
no longer be the Servicer hereunder;

            WHEREAS,  the Club Trustee is a limited  purpose  entity  which,  on
behalf of  Beneficiaries  of the Club,  holds title to the Timeshare  Properties
related to the Club Loans;

            WHEREAS,  the Agent,  as nominee of the  Purchasers  shall,  as sole
Noteholder of each Class of Notes,  be entitled to exercise  certain  rights and
remedies under this Indenture; and

            WHEREAS,  all things  necessary to make the Notes,  when executed by
the Issuer and authenticated  and delivered by the Indenture Trustee  hereunder,
the valid recourse obligations of the Issuer, and to make this Indenture a valid
agreement of the Issuer, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in  consideration  of the  premises  and the purchase of the
Notes by the holders  thereof,  it is mutually  covenanted  and agreed,  for the
benefit of the Noteholders, as follows:


                                       1
<PAGE>

                                 GRANTING CLAUSE

            To secure the payment of the  principal of and interest on the Notes
in  accordance  with their terms,  the payment of all of the sums payable  under
this Indenture and the performance of the covenants contained in this Indenture,
the  Issuer  hereby  Grants to the  Indenture  Trustee,  for the  benefit of the
Noteholders,  all  of the  Issuer's  right,  title  and  interest  in and to the
following  whether  now owned or  hereafter  acquired  and any and all  benefits
accruing to the Issuer from, (i) all Timeshare Loans acquired by the Issuer from
time to time  pursuant  to the Sale  Agreement,  (ii) any  Qualified  Substitute
Timeshare Loans,  (iii) the Receivables in respect of each Timeshare Loan due on
and after the related  Cut-Off Date,  (iv) 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), (v) all Related Security in respect of each Timeshare Loan, (vi) all
rights and  remedies  under the  Purchase  Agreement,  the Sale  Agreement,  the
Lockbox Agreement, the Backup Servicing Agreement, the Administration Agreement,
the Custodial  Agreement or any Hedge  Agreement,  (vii) all amounts in or to be
deposited to the Lockbox Account, the Collection Account and the General Reserve
Account,  and (viii) proceeds of the foregoing  (including,  without limitation,
all cash proceeds,  accounts,  accounts receivable,  notes, drafts, acceptances,
chattel  paper,  checks,  deposit  accounts,  insurance  proceeds,  condemnation
awards,  rights to payment of any and every kind, and other forms of obligations
and receivables  which at any time constitute all or part or are included in the
proceeds  of  any  of  the  foregoing)   (collectively,   the  "Trust  Estate").
Notwithstanding  the  foregoing,  the Trust  Estate  shall not  include  (i) any
Timeshare Loan released from the lien of this  Indenture in accordance  with the
terms  hereof and any Related  Security,  Timeshare  Loan  Documents,  income or
proceeds  related to such released  Timeshare Loan, (ii) any amount  distributed
pursuant to Section 3.4 or Section 6.6 hereof or (iii) any Misdirected Deposits.

            Such Grant is made in trust to secure (i) the payment of all amounts
due on the Notes in accordance  with their terms,  equally and ratably except as
otherwise may be provided in this Indenture,  without  prejudice,  priority,  or
distinction  between  any Note of the same  Class and any other Note of the same
Class by reason of  differences  in time of issuance or otherwise,  and (ii) the
payment of all other sums payable under the Notes and this Indenture.

            The Indenture Trustee  acknowledges  such Grant,  accepts the trusts
hereunder in accordance  with the provisions  hereof,  and agrees to perform the
duties  herein  required  to the  best of its  ability  and to the end  that the
interests of the  Noteholders  may be adequately  and  effectively  protected as
hereinafter provided.

            The Custodian shall hold the Timeshare Loan Documents in trust,  for
the use and benefit of the Issuer and all present  and future  Noteholders,  and
shall retain possession  thereof.  The Custodian further agrees and acknowledges
that each other item making up the Trust Estate that is physically  delivered to
the Custodian  will be held by the Custodian in the State of Minnesota or in any
other location acceptable to the Indenture Trustee and the Servicer.

            The Indenture  Trustee  further  acknowledges  that in the event the
conveyance of the Timeshare Loans by the Depositor to the Issuer pursuant to the
Sale  Agreement  is  determined  to  constitute  a loan  and not a sale as it is
intended by all the parties  hereto,  the Custodian  will be


                                       2
<PAGE>

holding each of the Timeshare Loans as bailee of the Issuer; provided,  however,
that with respect to the  Timeshare  Loans,  the  Custodian  will not act at the
direction of the Issuer without the written consent of the Indenture Trustee.

                                   ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

      SECTION 1.1. General Definitions and Usage of Terms.

            (a) In addition to the terms  defined  elsewhere in this  Indenture,
capitalized   terms  shall  have  the  meanings  given  them  in  the  "Standard
Definitions" attached hereto as Annex A.

            (b) With  respect  to all  terms  in this  Indenture,  the  singular
includes  the plural and the plural the  singular;  words  importing  any gender
including the other genders;  references to "writing" include printing,  typing,
lithography and other means of reproducing  words in a visible form;  references
to  agreements  and  other  contractual   instruments  include  all  amendments,
modifications  and  supplements  thereto or any changes  therein entered into in
accordance  with their  respective  terms and not prohibited by this  Indenture;
references  to  Persons  include  their  successors  and  assigns;  and the term
"including" means "including without limitation."

      SECTION 1.2. Compliance Certificates and Opinions.

            Upon any written  application or request (or oral  application  with
prompt  written  or  telecopied  confirmation)  by the  Issuer to the  Indenture
Trustee to take any action under any provision of this Indenture, other than any
request that (a) the Indenture Trustee  authenticate the Notes specified in such
request,  (b) the Indenture  Trustee  invest moneys in any of the Trust Accounts
pursuant  to the  written  directions  specified  in  such  request  or (c)  the
Indenture  Trustee  pay moneys due and  payable to the Issuer  hereunder  to the
Issuer's assignee  specified in such request,  the Indenture Trustee may require
the Issuer to furnish to the Indenture Trustee an Officer's  Certificate stating
that all conditions  precedent,  if any, provided for in this Indenture relating
to the proposed action have been complied with and that the request otherwise is
in  accordance  with the terms of this  Indenture,  and an  Opinion  of  Counsel
stating that in the opinion of such counsel all such  conditions  precedent,  if
any, have been  complied  with,  except that, in the case of any such  requested
action as to which other evidence of  satisfaction  of the conditions  precedent
thereto  is  specifically  required  by any  provision  of  this  Indenture,  no
additional certificate or opinion need be furnished.

      SECTION 1.3. Form of Documents Delivered to Indenture Trustee.

            In any case where  several  matters are required to be certified by,
or covered by an opinion of, any specified  Person, it is not necessary that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.


                                       3
<PAGE>

            Any certificate or opinion of an officer of the Issuer  delivered to
the Indenture Trustee may be based, insofar as it relates to legal matters, upon
an Opinion of Counsel,  unless such officer  knows that the opinion with respect
to the matters upon which his/her  certificate or opinion is based is erroneous.
Any such  officer's  certificate  or opinion  and any  Opinion of Counsel may be
based,  insofar as it relates to factual matters,  upon a certificate or opinion
of, or  representations  by, an  officer  or  officers  of the Issuer as to such
factual  matters  unless such officer or counsel knows that the  certificate  or
opinion or  representations  with  respect to such  matters  is  erroneous.  Any
Opinion of Counsel  may be based on the  written  opinion of other  counsel,  in
which event such Opinion of Counsel shall be accompanied by a copy of such other
counsel's  opinion and shall  include a statement  to the effect that such other
counsel believes that such counsel and the Indenture Trustee may reasonably rely
upon the opinion of such other counsel.

            Where any Person is  required  to make,  give or execute two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

            Wherever in this  Indenture,  in connection  with any application or
certificate or report to the Indenture  Trustee,  it is provided that the Issuer
shall  deliver any document as a condition of the granting of such  application,
or as evidence of compliance with any term hereof, it is intended that the truth
and  accuracy,  at the  time  of the  granting  of  such  application  or at the
effective date of such  certificate or report (as the case may be), of the facts
and opinions stated in such document shall in such case be conditions  precedent
to  the  right  of  the  Issuer  to  have  such  application  granted  or to the
sufficiency of such certificate or report. The foregoing shall not, however,  be
construed  to affect the  Indenture  Trustee's  right to rely upon the truth and
accuracy of any statement or opinion  contained in any such document as provided
in Section 7.1(b) hereof.

      Whenever  in  this  Indenture  it is  provided  that  the  absence  of the
occurrence and continuation of a Default,  Event of Default or Servicer Event of
Default is a condition  precedent  to the taking of any action by the  Indenture
Trustee at the request or direction of the Issuer,  then,  notwithstanding  that
the  satisfaction  of such  condition  is a condition  precedent to the Issuer's
right  to make  such  request  or  direction,  the  Indenture  Trustee  shall be
protected in acting in accordance  with such request or direction if it does not
have  knowledge  of the  occurrence  and  continuation  of such  event.  For all
purposes of this  Indenture,  the Indenture  Trustee shall not be deemed to have
knowledge  of any  Default,  Event of Default or  Servicer  Event of Default nor
shall the Indenture Trustee have any duty to monitor or investigate to determine
whether a default  has  occurred  (other  than an Event of  Default  of the kind
described in subparagraph (a) of the definition of Event of Default) or Servicer
Event of Default has  occurred  unless a  Responsible  Officer of the  Indenture
Trustee  shall have  actual  knowledge  thereof or shall have been  notified  in
writing thereof by the Issuer, the Servicer or any secured party.

      SECTION 1.4. Acts of Noteholders, etc.

            (a) Any request, demand, authorization,  direction, notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Noteholders  may be  embodied in and  evidenced  by one or more  instruments  of
substantially  similar tenor signed by such


                                       4
<PAGE>

Noteholders  in person or by agents duly  appointed in writing;  and,  except as
herein  otherwise  expressly  provided,  such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee and, where
it is hereby expressly  required,  to the Issuer. Such instrument or instruments
(and the action  embodied  therein and evidenced  thereby) are herein  sometimes
referred  to as  the  "Act"  of  the  Noteholders  signing  such  instrument  or
instruments.  Proof  of  execution  of  any  such  instrument  or  of a  writing
appointing  any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 7.1 hereof) conclusive in favor of the Indenture Trustee
and the Issuer, if made in the manner provided in this Section 1.4.

            (b) The fact and date of the  execution  by any  Person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by a certificate of a notary public or other officer  authorized by
law to take  acknowledgments  of deeds,  certifying that the individual  signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution  is by a  signer  acting  in a  capacity  other  than  his  individual
capacity,  such certificate or affidavit shall also constitute  sufficient proof
of his authority.  The fact and date of the execution of any such  instrument or
writing,  or the authority of the Person  executing the same, may also be proved
in any other manner which the Indenture Trustee deems sufficient.

            (c) Any request, demand, authorization,  direction, notice, consent,
waiver or other Act of the holder of any Note shall bind every future  holder of
the same Note and the  holder of every  Note  issued  upon the  registration  of
transfer  thereof  or in  exchange  therefore  or in lieu  thereof in respect of
anything  done,  omitted or suffered to be done by the Indenture  Trustee or the
Issuer in reliance thereon,  whether or not notation of such action is made upon
such Note.

            (d) By accepting the Notes issued pursuant to this  Indenture,  each
Noteholder  irrevocably  appoints the Indenture Trustee hereunder as the special
attorney-in-fact  for such  Noteholder  vested with full power on behalf of such
Noteholder to effect and enforce the rights of such  Noteholder  for the benefit
of such  Noteholder;  provided,  that nothing  contained in this Section  1.4(d)
shall be deemed to confer upon the  Indenture  Trustee any duty or power to vote
on behalf of the Noteholders with respect to any matter on which the Noteholders
have a right to vote pursuant to the terms of this Indenture.

      SECTION 1.5. Notice to Noteholders; Waiver.

            (a) Where this  Indenture  provides for notice to Noteholders of any
event, or the mailing of any report to Noteholders,  such notice or report shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and  mailed,  via first  class  mail,  or sent by private  courier or  confirmed
telecopy  to each  Noteholder  affected  by such event or to whom such report is
required to be mailed,  at its address as it appears in the Note  Register,  not
later than the latest date, and not earlier than the earliest  date,  prescribed
for the giving of such notice or the mailing of such report. In any case where a
notice or report to  Noteholders  is mailed,  neither  the  failure to mail such
notice or  report,  nor any  defect in any  notice or report so  mailed,  to any
particular Noteholder shall affect the sufficiency of such notice or report with
respect to other  Noteholders.  Where this Indenture  provides for notice in any
manner,  such notice may be waived in writing by the Person  entitled to receive
such  notice,  either  before or after the event,


                                       5
<PAGE>

and such waiver shall be the  equivalent  of such  notice.  Waivers of notice by
Noteholders shall be filed with the Indenture Trustee, but such filing shall not
be a condition  precedent to the  validity of any action taken in reliance  upon
such waiver.

            (b) In case by reason of the  suspension  of regular mail service or
by reason of any other cause it shall be impracticable to mail or send notice to
Noteholders,  in  accordance  with Section  1.5(a)  hereof,  of any event or any
report to  Noteholders  when such notice or report is  required to be  delivered
pursuant to any provision of this Indenture,  then such notification or delivery
as shall be made with the approval of the Indenture  Trustee shall  constitute a
sufficient notification for every purpose hereunder.

      SECTION 1.6. Effect of Headings and Table of Contents.

            The Article and Section headings herein and in the Table of Contents
are for convenience only and shall not affect the construction hereof.

      SECTION 1.7. Successors and Assigns.

            All  covenants  and  agreements  in  this  Indenture  by each of the
parties  hereto shall bind its  respective  successors  and  permitted  assigns,
whether so expressed or not.

      SECTION 1.8. GOVERNING LAW.

            THIS  INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE  WITH,  THE  INTERNAL  LAWS OF THE  STATE OF NEW  YORK.  UNLESS  MADE
APPLICABLE IN A SUPPLEMENT  HERETO,  THIS  INDENTURE IS NOT SUBJECT TO THE TRUST
INDENTURE  ACT OF 1939,  AS  AMENDED,  AND SHALL  NOT BE  GOVERNED  THEREBY  AND
CONSTRUED IN ACCORDANCE THEREWITH.

      SECTION 1.9. Legal Holidays.

            In any case where any  Payment  Date or the Stated  Maturity  or any
other date on which  principal of or interest on any Note is proposed to be paid
shall not be a Business Day, then  (notwithstanding  any other provision of this
Indenture or of the Notes) such  payment need not be made on such date,  but may
be made on the next succeeding Business Day with the same force and effect as if
made on such Payment Date,  Stated  Maturity or other date on which principal of
or  interest  on any Note is  proposed  to be paid;  provided,  that no  penalty
interest  shall accrue for the period from and after such Payment  Date,  Stated
Maturity,  or any other date on which  principal  of or  interest on any Note is
proposed to be paid,  as the case may be,  until such next  succeeding  Business
Day.

      SECTION 1.10. Execution in Counterparts.

            This Indenture may be executed in any number of  counterparts,  each
of  which  so  executed  shall  be  deemed  to  be an  original,  but  all  such
counterparts shall together constitute but one and the same instrument.


                                       6
<PAGE>

      SECTION 1.11. Inspection.

            The Issuer agrees that, on ten Business  Days' prior notice (or, one
Business Day's prior notice after the occurrence and during the occurrence of an
Event  of  Default  or  a  Servicer  Event  of  Default),  it  will  permit  the
representatives of the Indenture Trustee or any Noteholder,  during the Issuer's
normal business hours, to examine all of the books of account,  records, reports
and other papers of the Issuer,  to make copies thereof and extracts  therefrom,
and to discuss its affairs,  finances and accounts with its designated officers,
employees  and  independent  accountants  in the  presence  of  such  designated
officers and employees (and by this  provision the Issuer hereby  authorizes its
independent  accountants  to discuss  with such  representatives  such  affairs,
finances  and  accounts),  all at such  reasonable  times and as often as may be
reasonably  requested for the purpose of reviewing or  evaluating  the financial
condition or affairs of the Issuer or the performance of and compliance with the
covenants and  undertakings  of the Issuer and the Servicer in this Indenture or
any of the other documents referred to herein or therein. Any reasonable expense
incident to the exercise by the Indenture  Trustee at any time or any Noteholder
during the  continuance  of any Default or Event of Default,  of any right under
this Section 1.11 shall be borne by the Issuer.  Nothing  contained herein shall
be construed as a duty of the Indenture Trustee to perform such inspection.

      SECTION 1.12. Survival of Representations and Warranties.

            The  representations,  warranties and  certifications  of the Issuer
made in this Indenture or in any  certificate or other writing  delivered by the
Issuer  pursuant  hereto shall  survive the  authentication  and delivery of the
Notes hereunder.

                                   ARTICLE II.

                                    THE NOTES

      SECTION 2.1. General Provisions.

            (a)  Form of  Notes.  The  Notes  shall  be  designated  as the "BXG
Receivables Note Trust 2004-C,  Timeshare Loan-Backed VFN Notes, Series 2004-C".
The Notes shall be issued in four Classes and, together with their  certificates
of  authentication,  shall be in  substantially  the form set forth in Exhibit A
attached hereto, with such appropriate insertions, omissions,  substitutions and
other  variations  as are required or are permitted by this  Indenture,  and may
have such letters,  numbers or other marks of identification and such legends or
endorsements placed thereon, as may consistently  herewith, be determined by the
officer  executing such Notes, as evidenced by such officer's  execution of such
Notes.

            (b)  Maximum   Outstanding  Note  Balance  and  Denominations.   The
Outstanding  Note Balance of the Class A Notes,  the Class B Notes,  the Class C
Notes and the Class D Notes  shall not exceed the  Maximum  Outstanding  Class A
Note  Balance,  the  Maximum  Outstanding  Class  B Note  Balance,  the  Maximum
Outstanding  Class C Note  Balance  and  the  Maximum  Outstanding  Class D Note
Balance,  respectively.  The Notes shall be issuable only as  registered  Notes,
without  interest  coupons,  in the  denominations  of at least  $50,000  and in
integral multiples of $1,000;  provided,  however,  that the foregoing shall not
restrict or prevent


                                       7
<PAGE>

the transfer in accordance  with Section 2.4 hereof of any Note with a remaining
Outstanding Note Balance of less than $50,000.

            (c) Execution, Authentication,  Delivery and Dating. The Notes shall
be manually executed by an Authorized  Officer of the Owner Trustee on behalf of
the Issuer.  Any Note bearing the signature of an individual who was at the time
of execution thereof an Authorized Officer of the Owner Trustee on behalf of the
Issuer shall bind the Issuer,  notwithstanding  that such  individual  ceases to
hold such office  prior to the  authentication  and delivery of such Note or did
not hold such office at the date of such Note.  No Note shall be entitled to any
benefit under this  Indenture or be valid or obligatory  for any purpose  unless
there appears on such Note a certificate of authentication  substantially in the
form set forth in Exhibit A hereto,  executed by the Indenture Trustee by manual
signature,  and such certificate upon any Note shall be conclusive evidence, and
the only  evidence,  that such Note has been duly  authenticated  and  delivered
hereunder.  Each Note shall be dated the date of its  authentication.  The Notes
may from time to time be executed by the Issuer and  delivered to the  Indenture
Trustee  for  authentication  together  with an  Issuer  Order to the  Indenture
Trustee  directing the  authentication  and delivery of such Notes and thereupon
the same  shall be  authenticated  and  delivered  by the  Indenture  Trustee in
accordance with such Issuer Order.

      SECTION 2.2. Definitive Notes.

            The Notes shall be issued in definitive form only.

      SECTION 2.3. [RESERVED]

      SECTION 2.4. Registration, Transfer and Exchange of Notes.

            (a) The Issuer shall cause to be kept at the Corporate  Trust Office
a register (the "Note Register") for the registration,  transfer and exchange of
Notes.  The Indenture  Trustee is hereby appointed "Note Registrar" for purposes
of registering  Notes and transfers of Notes as herein  provided.  The names and
addresses of all  Noteholders  and the names and addresses of the transferees of
any Notes shall be registered in the Note Register. The Person in whose name any
Note is so  registered  shall  be  deemed  and  treated  as the sole  owner  and
Noteholder  thereof for all purposes of this  Indenture and the Note  Registrar,
the Issuer,  the  Indenture  Trustee,  the Servicer and any agent of any of them
shall not be affected by any notice or knowledge to the contrary.  The Notes are
transferable  or  exchangeable  only upon the surrender of such Note to the Note
Registrar at the Corporate Trust Office together with an assignment and transfer
(executed by the  Noteholder or his duly  authorized  attorney),  subject to the
applicable  requirements  of this  Section 2.4.  Upon  request of the  Indenture
Trustee,  the Note Registrar shall provide the Indenture  Trustee with the names
and addresses of the Noteholders.

            (b) Upon surrender for registration of transfer of any Note, subject
to the applicable requirements of this Section 2.4, the Issuer shall execute and
the Indenture  Trustee  shall duly  authenticate  in the name of the  designated
transferee  or  transferees,  one or more new Notes in  denominations  of a like
aggregate denomination as the Note being surrendered.  Each Note surrendered for
registration  of transfer  shall be canceled and  subsequently  destroyed by the
Note  Registrar.  Each new Note  issued  pursuant  to this  Section 2.4 shall be
registered in the


                                       8
<PAGE>

name of any Person as the  transferring  Noteholder may request,  subject to the
applicable   provisions   of  this  Section  2.4.  All  Notes  issued  upon  any
registration  of  transfer  or  exchange  of Notes shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such registration of
transfer or exchange.

            (c) The  issuance of the Notes will not be  registered  or qualified
under the  Securities  Act or the  securities  laws of any  state.  No resale or
transfer  of any Note may be made  unless  such  resale or  transfer  is made in
accordance  with this Indenture and only if (i) in the United States to a person
whom the transferor reasonably believes is a "qualified institutional buyer" (as
defined in Rule 144A) that is purchasing  for its own account or for the account
of a qualified  institutional buyer in a transaction meeting the requirements of
Rule 144A as certified by the  transferee  (other than the Agent) in a letter in
the form of Exhibit B hereto,  (ii) pursuant to an exemption  from  registration
under the  Securities  Act provided by Rule 144 (if available) or (iii) pursuant
to an effective  registration  statement  under the  Securities  Act, in each of
cases (i) through (iii) in accordance with any applicable securities laws of any
state of the United States. Each transferee and each subsequent  transferee will
be  required  to notify any  subsequent  purchaser  of such Notes from it of the
resale  restrictions  described herein.  None of the Issuer, the Servicer or the
Indenture  Trustee is  obligated  to  register  or qualify  the Notes  under the
Securities  Act or any other  securities law or to take any action not otherwise
required  under  this  Indenture  to permit  the  transfer  of any Note  without
registration.

            (d) No  resale  or  other  transfer  of any  Note may be made to any
transferee  unless (i) such transferee is not, and will not acquire such Note on
behalf  or with  the  assets  of,  any  Benefit  Plan  or  (ii)  no  "prohibited
transaction"  under ERISA or section 4975 of the Code or Similar Law that is not
subject to a statutory,  regulatory or  administrative  exemption  will occur in
connection with purchaser's or such transferee's  acquisition or holding of such
Note.  In  addition,  the Notes may not be purchased  by or  transferred  to any
Benefit Plan or person  acting on behalf of or with assets of any Benefit  Plan,
unless it  represents  that it is not  sponsored  (within the meaning of Section
3(16)(B) of ERISA) by the Issuer, the Depositor, the Originators,  the Servicer,
the Indenture Trustee, the Owner Trustee,  the Administrator,  the Paying Agent,
the Custodian,  the Backup  Servicer,  the Lockbox Bank or the Agent,  or by any
affiliate of any such person.  In addition to the applicable  provisions of this
Section 2.4, the exchange,  transfer and registration of transfer of Notes shall
only be made in accordance with Section 2.4(c) and this Section 2.4(d).

            (e) No fee or service  charge shall be imposed by the Note Registrar
for its services in respect of any registration of transfer or exchange referred
to in  this  Section  2.4.  The  Note  Registrar  may  require  payment  by each
transferor of a sum sufficient to cover any tax,  expense or other  governmental
charge payable in connection with any such transfer.

            (f) None of the Issuer, the Indenture  Trustee,  the Servicer or the
Note  Registrar  is  obligated  to  register  or  qualify  the  Notes  under the
Securities  Act or any other  securities law or to take any action not otherwise
required  under this  Indenture  to permit the  transfer  of such Notes  without
registration  or  qualification.  Any such  Noteholder  desiring  to effect such
transfer shall,  and does hereby agree to,  indemnify the Issuer,  the Indenture
Trustee,  the Servicer  and the Note  Registrar  against any loss,  liability or
expense  that may  result  if the  transfer  is not so  exempt or is not made in
accordance with such federal and state laws.


                                       9
<PAGE>

            (g) The Servicer  agrees to cause the Issuer,  and the Issuer agrees
to provide,  such  information  as required under Rule 144A under the Securities
Act so as to allow  resales of Notes to  "qualified  institutional  buyers"  (as
defined therein) in accordance herewith.

            (h) The Notes  represent the sole  obligation of the Issuer  payable
from the Trust Estate and do not represent the  obligations of the  Originators,
the  Servicer,  the  Depositor,  the Backup  Servicer,  the Owner  Trustee,  the
Indenture Trustee, the Administrator or the Custodian.

            (i)  Notwithstanding  anything in this  Section 2.4 or  elsewhere in
this Indenture or the Notes,  the transfer  restrictions  described herein shall
apply only to the Noteholders and shall not apply to the Purchasers whose rights
to transfer  interests in the Notes are governed solely by Section 8 of the Note
Funding Agreement.

      SECTION 2.5. Mutilated, Destroyed, Lost and Stolen Notes.

            (a) If any mutilated Note is  surrendered to the Indenture  Trustee,
the Issuer  shall  execute and the  Indenture  Trustee  shall  authenticate  and
deliver in exchange  therefore a  replacement  Note of like tenor and  principal
amount and bearing a number not contemporaneously outstanding.

            (b) If there  shall be  delivered  to the Issuer  and the  Indenture
Trustee (i) evidence to their satisfaction of the destruction,  loss or theft of
any Note and (ii) such  security or indemnity as may be required by them to save
each of them and any agent of either of them  harmless  then,  in the absence of
actual  notice to the Issuer or the  Indenture  Trustee  that such Note has been
acquired by a bona fide purchaser, the Issuer shall execute and upon its request
the  Indenture  Trustee  shall  authenticate  and  deliver,  in lieu of any such
destroyed,  lost or stolen Note, a replacement  Note of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

            (c)  In  case  the  final  installment  of  principal  on  any  such
mutilated, destroyed, lost or stolen Note has become or will at the next Payment
Date become due and payable,  the Issuer,  in its  discretion,  may,  instead of
issuing a replacement Note, pay such Note.

            (d) Upon the  issuance of any  replacement  Note under this  Section
2.5,  the  Issuer or the  Indenture  Trustee  may  require  the  payment  by the
Noteholder  of a sum  sufficient to cover any Tax or other  governmental  charge
that may be imposed as a result of the issuance of such replacement Note.

            (e) Every  replacement  Note issued  pursuant to this Section 2.5 in
lieu  of any  destroyed,  lost or  stolen  Note  shall  constitute  an  original
additional  contractual  obligation of the Issuer, whether or not the destroyed,
lost or stolen  Note shall be at any time  enforceable  by anyone,  and shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Notes duly issued hereunder.

            (f) The  provisions  of this  Section  2.5 are  exclusive  and shall
preclude (to the extent  lawful) all other  rights and remedies  with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.


                                       10
<PAGE>

      SECTION 2.6. Payment of Interest and Principal; Rights Preserved.

            (a) Any  installment  of interest or principal,  payable on any Note
that is  punctually  paid or duly  provided for by or on behalf of the Issuer on
the applicable  Payment Date shall be paid to the Person in whose name such Note
was registered at the close of business on the Record Date for such Payment Date
by check  mailed to the  address  specified  in the Note  Register  (or,  if the
Noteholder  is the  Agent,  at such  addresses  as the Agent  shall  specify  in
writing),  or if a Noteholder  has provided  wire transfer  instructions  to the
Indenture  Trustee at least five Business Days prior to the  applicable  Payment
Date, upon the request of a Noteholder, by wire transfer of federal funds to the
accounts and numbers  specified in the Note Register  (or, if the  Noteholder is
the Agent,  at such accounts and numbers as the Agent shall specify in writing),
in each case on such Record Date for such Person.

            (b) All  reductions  in the  principal  amount of a Note effected by
payments  of  principal  made on any  Payment  Date  shall be  binding  upon all
Noteholders  of such  Note  and of any Note  issued  upon  the  registration  of
transfer  thereof or in exchange  therefore or in lieu  thereof,  whether or not
such  payment is noted on such Note.  All  payments  on the Notes  shall be paid
without any requirement of presentment,  but each Noteholder  shall be deemed to
agree,  by its  acceptance of the same, to surrender  such Note at the Corporate
Trust Office within 30 days after receipt of the final principal payment of such
Note.

      SECTION 2.7. Persons Deemed Owners.

            Prior to due presentment of a Note for registration of transfer, the
Issuer,  the  Indenture  Trustee,  and any agent of the Issuer or the  Indenture
Trustee may treat the  registered  Noteholder  as the owner of such Note for the
purpose of  receiving  payment of principal of and interest on such Note and for
all other purposes whatsoever,  whether or not such Note be overdue, and neither
the Issuer, the Indenture Trustee,  nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.

      SECTION 2.8. Cancellation.

            All Notes  surrendered  for  registration of transfer or exchange or
following  final  payment  shall,  if  surrendered  to any Person other than the
Indenture  Trustee,  be delivered to the Indenture Trustee and shall be promptly
canceled by it. The Issuer may at any time deliver to the Indenture  Trustee for
cancellation any Notes previously  authenticated  and delivered  hereunder which
the  Issuer  may  have  acquired  in any  manner  whatsoever,  and all  Notes so
delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be
authenticated  in lieu of or in exchange  for any Notes  canceled as provided in
this Section 2.8, except as expressly permitted by this Indenture.  All canceled
Notes held by the  Indenture  Trustee may be disposed of in the normal course of
its business or as directed by an Issuer Order.

      SECTION 2.9. Noteholder Lists.

            The  Indenture  Trustee  shall  preserve  in as current a form as is
reasonably  practicable  the most recent list  available  to it of the names and
addresses  of the  Noteholders.  In the event the  Indenture  Trustee  no longer
serves as the Note  Registrar,  the Issuer (or any other obligor upon the Notes)
shall furnish to the  Indenture  Trustee at least five Business Days before


                                       11
<PAGE>

each  Payment  Date (and in all events in intervals of not more than six months)
and at such other times as the  Indenture  Trustee may request in writing a list
in such form and as of such date as the Indenture Trustee may reasonably require
of the names and addresses of the Noteholders.

      SECTION 2.10. Treasury Notes.

            In determining  whether the Noteholders of the required  Outstanding
Note Balance of the Notes have  concurred in any  direction,  waiver or consent,
Notes  held or  redeemed  by the  Issuer or any other  obligor in respect of the
Notes or held by an  Affiliate  of the  Issuer or such  other  obligor  shall be
considered  as  though  not  Outstanding,   except  that  for  the  purposes  of
determining  whether the Indenture  Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes which a Responsible Officer of the
Indenture Trustee knows are so owned shall be so disregarded.

      SECTION 2.11. [RESERVED].

      SECTION 2.12. Confidentiality.

            Each Noteholder  covenants and agrees that any information  obtained
pursuant  to, or  otherwise  in  connection  with,  this  Indenture or the other
Transaction  Documents  shall be held in confidence  (it being  understood  that
documents provided to the Agent hereunder may in all cases be distributed by the
Agent to the Purchasers) except that the Noteholder (or Purchasers) may disclose
such information (i) to its officers,  directors,  members,  employees,  agents,
counsel,  accountants,   auditors,  advisors  or  representatives  who  have  an
obligation  to maintain the  confidentiality  of such  information,  (ii) to the
extent  such  information  has become  available  to the public  other than as a
result of a disclosure by or through the  Noteholder,  Agent or such  Purchaser,
(iii) to the extent such  information was available to the Noteholder,  Agent or
such  Purchaser  on a  non-confidential  basis  prior to its  disclosure  to the
Noteholder,  Agent or such Purchaser in connection with this  transaction,  (iv)
with the consent of the  Servicer,  (v) to the extent the  Noteholder,  Agent or
such Purchaser should be (A) required in connection with any legal or regulatory
proceeding  or (B)  requested by any  Governmental  Authority  to disclose  such
information; provided, that, in the case of this clause (v), the Noteholder, the
Agent or such Purchaser,  as the case may be, will (unless otherwise  prohibited
by law or in connection  with regular  regulatory  reviews) notify the Issuer of
its  intention  to make any such  disclosure  as early as  practicable  prior to
making such  disclosure and cooperate  with the Servicer in connection  with any
action to obtain a protective order with respect to such disclosure;  or (vi) in
the case of the Structured  Purchaser,  to any rating agency rating or proposing
to rate any  commercial  paper issued by the  Structured  Purchaser or a related
Liquidity Institution.


                                       12
<PAGE>

                                  ARTICLE III.

                            ACCOUNTS; COLLECTION AND
                         APPLICATION OF MONEYS; REPORTS

      SECTION 3.1. Trust Accounts; Investments by Indenture Trustee.

            (a) On or before the Initial  Funding Date,  the  Indenture  Trustee
shall  establish  in the name of the  Indenture  Trustee  for the benefit of the
Noteholders as provided in this Indenture,  the Trust  Accounts,  which accounts
(other than the Lockbox  Account) shall be Eligible Bank Accounts  maintained at
the Corporate Trust Office.

            Subject  to the  further  provisions  of this  Section  3.1(a),  the
Indenture Trustee shall, upon receipt or upon transfer from another account,  as
the case may be,  deposit into such Trust  Accounts  all amounts  received by it
which are required to be deposited  therein in accordance with the provisions of
this  Indenture.  All such amounts and all  investments  made with such amounts,
including all income and other gain from such investments,  shall be held by the
Indenture  Trustee  in such  accounts  as part of the  Trust  Estate  as  herein
provided, subject to withdrawal by the Indenture Trustee in accordance with, and
for the purposes specified in the provisions of, this Indenture.

            (b) The Indenture  Trustee shall assume that any amount  remitted to
it in respect of the Trust Estate is to be deposited into the Collection Account
pursuant to Section 3.2(a) hereof unless a Responsible  Officer of the Indenture
Trustee receives written instructions from the Servicer to the contrary.

            (c) None of the parties  hereto shall have any right of set-off with
respect to any Trust Account or any investment therein.

            (d) So long as no  Event  of  Default  shall  have  occurred  and be
continuing, all or a portion of the amounts in any Trust Account (other than the
Lockbox  Account)  shall be invested and  reinvested  by the  Indenture  Trustee
pursuant to an Issuer Order in one or more Eligible Investments.  Subject to the
restrictions  on the maturity of investments set forth in Section 3.1(f) hereof,
each such Issuer Order may authorize the Indenture  Trustee to make the specific
Eligible  Investments set forth therein, to make Eligible  Investments from time
to time  consistent  with the general  instructions  set forth therein,  in each
case, in such amounts as such Issuer Order shall specify.

            (e) In the event that  either (i) the  Issuer  shall have  failed to
give investment  directions to the Indenture Trustee by 9:30 A.M., New York City
time on any Business Day on which there may be uninvested  cash or (ii) an Event
of Default shall be continuing,  the Indenture Trustee shall promptly invest and
reinvest the funds then in the  designated  Trust Account to the fullest  extent
practicable in those  obligations  or securities  described in clause (e) of the
definition  of "Eligible  Investments".  All  investments  made by the Indenture
Trustee  shall  mature no later than the  maturity  date  therefor  permitted by
Section 3.1(f) hereof.

            (f) No  investment  of any amount  held in any Trust  Account  shall
mature later than the Business Day immediately  preceding the Payment Date which
is scheduled to occur


                                       13
<PAGE>

immediately following the date of investment.  All income or other gains (net of
losses) from the  investment  of moneys  deposited in any Trust Account shall be
deposited by the Indenture Trustee in such account immediately upon receipt.

            (g) Subject to Section 3.1(d) hereof, any investment of any funds in
any Trust Account shall be made under the following terms and conditions:

            (i) each such investment  shall be made in the name of the Indenture
      Trustee, in each case in such manner as shall be necessary to maintain the
      identity of such investments as assets of the Trust Estate; and

            (ii) any certificate or other instrument  evidencing such investment
      shall be delivered  directly to the Indenture  Trustee,  and the Indenture
      Trustee shall have sole possession of such  instrument,  and all income on
      such investment.

            (h) The  Indenture  Trustee  shall not in any way be held  liable by
reason  of any  insufficiency  in any Trust  Account  resulting  from  losses on
investments  made  in  accordance  with  the  provisions  of  this  Section  3.1
including, but not limited to, losses resulting from the sale or depreciation in
the market value of such investments  (but the institution  serving as Indenture
Trustee  shall at all  times  remain  liable  for its own  obligations,  if any,
constituting  part of such  investments).  The  Indenture  Trustee  shall not be
liable  for  any  investment  or  liquidation  of an  investment  made  by it in
accordance  with this  Section 3.1 on the grounds that it could have made a more
favorable investment or a more favorable selection for sale of an investment.

      SECTION 3.2. Establishment and Administration of the Trust Accounts.

            (a) Collection Account.  The Issuer hereby directs and the Indenture
Trustee hereby agrees to cause to be established  and maintained an account (the
"Collection Account") for the benefit of the Noteholders. The Collection Account
shall be an Eligible Bank Account  initially  established at the corporate trust
department of the Indenture  Trustee,  bearing the  following  designation  "BXG
Receivables Note Trust 2004-C, Timeshare Loan-Backed VFN Notes, Series 2004-C --
Collection Account, U.S. Bank National Association, as Indenture Trustee for the
benefit of the Noteholders".  The Indenture Trustee on behalf of the Noteholders
shall possess all right, title and interest in all funds on deposit from time to
time in the  Collection  Account and in all  proceeds  thereof.  The  Collection
Account shall be under the sole  dominion and control of the  Indenture  Trustee
for the  benefit  of the  Noteholders  as their  interests  appear  in the Trust
Estate.  If, at any time, the  Collection  Account ceases to be an Eligible Bank
Account,  the Indenture  Trustee shall within two Business Days  establish a new
Collection  Account which shall be an Eligible  Bank Account,  transfer any cash
and/or any  investments to such new Collection  Account,  and from the date such
new Collection Account is established, it shall be the "Collection Account". The
Indenture Trustee agrees to immediately  deposit any amounts received by it into
the Collection  Account.  Amounts on deposit in the Collection  Account shall be
invested in accordance  with Section 3.1 hereof.  Withdrawals  and payments from
the Collection  Account will be made on each Payment Date as provided in Section
3.4 or Section 6.6 hereof, as applicable.  The Indenture Trustee, at the written
direction of the Servicer,  shall withdraw (no more than once per calendar week)
from the  Collection  Account  and return to the  Servicer or as directed by the
Servicer, any amounts which (i) were mistakenly deposited by the


                                       14
<PAGE>

Lockbox Bank in the Collection Account, including,  without limitation,  amounts
representing  Misdirected  Payments  and  (ii)  represent  Additional  Servicing
Compensation.  The  Indenture  Trustee  may  conclusively  rely on such  written
direction.

            (b)  General  Reserve  Account.  The Issuer  hereby  directs and the
Indenture  Trustee  hereby agrees to cause to be  established  and maintained an
account (the "General Reserve Account") for the benefit of the Noteholders.  The
General Reserve Account shall be an Eligible Bank Account initially  established
at  the  corporate  trust  department  of the  Indenture  Trustee,  bearing  the
following designation "BXG Receivables Note Trust 2004-C,  Timeshare Loan-Backed
VFN  Notes,  Series  2004-C --  General  Reserve  Account,  U.S.  Bank  National
Association,  as  Indenture  Trustee  for the benefit of the  Noteholders".  The
Indenture  Trustee on behalf of the Noteholders  shall possess all right,  title
and  interest in all funds on deposit  from time to time in the General  Reserve
Account and in all proceeds thereof.  The General Reserve Account shall be under
the sole  dominion and control of the  Indenture  Trustee for the benefit of the
Noteholders as their interests appear in the Trust Estate.  If, at any time, the
General  Reserve  Account  ceases to be an Eligible Bank Account,  the Indenture
Trustee shall within two Business Days establish a new General  Reserve  Account
which  shall  be  an  Eligible  Bank  Account,  transfer  any  cash  and/or  any
investments  to such new  General  Reserve  Account  and from the date  such new
General  Reserve  Account  is  established,  it  shall be the  "General  Reserve
Account". Amounts on deposit in the General Reserve Account shall be invested in
accordance  with  Section 3.1 hereof.  Deposits to the General  Reserve  Account
shall be made in accordance  with Section 3.4 hereof.  Withdrawals  and payments
from the General Reserve Account shall be made in the following manner:

            (i) Withdrawals. Subject to Sections 3.2(b)(ii) and (iii) hereof, if
      on any Payment Date, Available Funds (without giving effect to any deposit
      from the General Reserve Account) would be insufficient to pay any portion
      of the  Required  Payments on such Payment  Date,  the  Indenture  Trustee
      shall,  based on the Monthly  Servicer  Report,  withdraw from the General
      Reserve  Account an amount equal to the lesser of such  insufficiency  and
      the amount on deposit in the General  Reserve  Account  and  deposit  such
      amount in the Collection Account.

            (ii)  Sequential Pay Event.  Upon the occurrence of a Sequential Pay
      Event, the Indenture  Trustee shall withdraw all amounts on deposit in the
      General  Reserve  Account and shall deposit such amounts to the Collection
      Account for distribution in accordance with Section 6.6 hereof.

            (iii) Stated Maturity or Payment in Full. On the earlier to occur of
      the Stated  Maturity  and the Payment Date on which the  Outstanding  Note
      Balance of all  Classes of Notes  will be reduced to zero,  the  Indenture
      Trustee  shall  withdraw  all  amounts on deposit in the  General  Reserve
      Account and shall deposit such amounts to the Collection Account.

      SECTION 3.3. [RESERVED].


                                       15
<PAGE>

      SECTION 3.4. Distributions.

            (a) So long as no Sequential Pay Event has occurred, on each Payment
Date, to the extent of Available Funds and based on the Monthly Servicer Report,
the Indenture  Trustee shall withdraw funds from the Collection  Account to make
the following  disbursements and distributions to the following parties,  in the
following order of priority:

            (i) to the Indenture  Trustee,  the Indenture  Trustee Fee, plus any
      accrued and unpaid  Indenture  Trustee Fees with respect to prior  Payment
      Dates,  and any  extraordinary  out-of-pocket  expenses  of the  Indenture
      Trustee  (up to $10,000  per  Payment  Date and no more than a  cumulative
      total  of  $100,000  for  Servicer  Termination  Costs)  incurred  and not
      reimbursed  in  connection  with its  obligations  and  duties  under this
      Indenture;

            (ii) to the Owner  Trustee,  the Owner Trustee Fee, plus any accrued
      and unpaid Owner Trustee Fees with respect to prior Payment Dates;

            (iii) to the Administrator,  the Administrator Fee, plus any accrued
      and unpaid Administrator Fees with respect to prior Payment Dates;

            (iv) to the  Custodian,  the  Custodian  Fee,  plus any  accrued and
      unpaid Custodian Fees with respect to prior Payment Dates;

            (v) to the  Lockbox  Bank,  the  Lockbox  Fee,  plus any accrued and
      unpaid Lockbox Fees with respect to prior Payment Dates;

            (vi) to the Servicer, the Servicing Fee, plus any accrued and unpaid
      Servicing Fees with respect to prior Payment Dates;

            (vii) to the Backup  Servicer,  the Backup  Servicing  Fee, plus any
      accrued and unpaid  Backup  Servicing  Fees with respect to prior  Payment
      Dates (less any amounts received from the Indenture Trustee,  as successor
      Servicer);

            (viii) to the  Agent and the  Placement  Agent,  any Fees,  plus any
      accrued and unpaid Fees with respect to prior Payment Dates;

            (ix) to the Class A Noteholders,  the Class A Interest  Distribution
      Amount;

            (x) to the Class B  Noteholders,  the Class B Interest  Distribution
      Amount;

            (xi) to the Class C Noteholders,  the Class C Interest  Distribution
      Amount;

            (xii) to the Class D Noteholders,  the Class D Interest Distribution
      Amount;

            (xiii)  to  the  Class  A   Noteholders,   the  Class  A   Principal
      Distribution Amount;

            (xiv) to the Class B Noteholders, the Class B Principal Distribution
      Amount

            (xv) to the Class C Noteholders,  the Class C Principal Distribution
      Amount


                                       16
<PAGE>

            (xvi) to the Class D Noteholders, the Class D Principal Distribution
      Amount;

            (xvii) to the Class A  Noteholders,  the  Class B  Noteholders,  the
      Class C Noteholders and the Class D Noteholders, to the extent applicable,
      amounts  specified  by the  Agent  and the  Servicer  as  payable  to such
      Noteholders  pursuant to  Sections  6.1,  6.2 and 6.3 of the Note  Funding
      Agreement;

            (xviii) if a Cash  Accumulation  Event or an Event of Default  shall
      have  occurred and is  continuing,  to the General  Reserve  Account,  all
      remaining Available Funds;

            (xix) to the  Indenture  Trustee,  any  extraordinary  out-of-pocket
      expenses of the Indenture  Trustee not paid in accordance  with (i) above;
      and

            (xx) to the  Owner  Trustee,  any  remaining  Available  Funds to be
      distributed in accordance with the Trust Agreement.

            (b) On and after the  Assumption  Date,  the Indenture  Trustee,  as
successor Servicer,  shall pay the Backup Servicing Fee from amounts received in
respect of the Servicing Fee.

            (c) Upon the  occurrence  of a Sequential  Pay Event,  distributions
shall be made in accordance with Section 6.6 hereof.

      SECTION 3.5. Reports to Noteholders.

            On each Payment  Date,  the  Indenture  Trustee shall account to the
Agent,  each  Noteholder and the Rating Agency (to the extent that any Notes are
rated) the portion of payments  then being made which  represents  principal and
the amount which represents  interest,  and shall  contemporaneously  advise the
Issuer of all such payments.  The Indenture  Trustee may satisfy its obligations
under this Section 3.5 by making available  electronically  the Monthly Servicer
Report to the Agent, the Noteholders,  the Rating Agency (to the extent that any
Notes are rated) and the Issuer; provided,  however, the Indenture Trustee shall
have no  obligation  to provide such  information  described in this Section 3.5
until it has received the requisite information from the Issuer or the Servicer.
On or before the fifth day prior to the final  Payment  Date with respect to any
Class,  the  Indenture  Trustee  shall send notice of such  Payment  Date to the
Agent,  the  Rating  Agency  (to the  extent  that any Notes are  rated) and the
Noteholders  of such Class.  Such notice shall include a statement  that if such
Notes are paid in full on the final Payment Date, interest shall cease to accrue
as of the day  immediately  preceding such final Payment Date. In addition,  the
Indenture  Trustee shall  deliver to the  Noteholders,  all notices,  compliance
reports and other certificates  delivered by the Servicer or the Issuer pursuant
to this Indenture.  At a Noteholder's  request,  the Indenture Trustee agrees to
provide  such  Noteholder  an  accounting  of balances  in the  General  Reserve
Account.

            The Indenture  Trustee may make available to the Noteholders and the
Agent, via the Indenture Trustee's internet website, the Monthly Servicer Report
available  each month and,  with the consent or at the  direction of the Issuer,
such other  information  regarding the Notes and/or the  Timeshare  Loans as the
Indenture  Trustee  may  have in its  possession,  but  only  with  the use of a
password  provided  by the  Indenture  Trustee or its agent to such  Person upon
receipt


                                       17
<PAGE>

by the  Indenture  Trustee  from such Person of a  certification  in the form of
Exhibit F;  provided,  however,  that the  Indenture  Trustee or its agent shall
provide such  password to the parties to this  Indenture,  the Rating Agency (to
the  extent  that any Notes are  rated)  and the Agent  without  requiring  such
certification.  The Indenture  Trustee will make no representation or warranties
as to the  accuracy  or  completeness  of such  documents  and  will  assume  no
responsibility therefor.

            The Indenture  Trustee's  internet website shall be specified by the
Indenture Trustee from time to time in writing to the Issuer, the Servicer,  the
Rating Agency (to the extent that any Notes are rated) and the Noteholders.  For
assistance with this service,  Noteholders may call the customer service desk at
(800) 934-6802.  In connection with providing access to the Indenture  Trustee's
internet  website,  the  Indenture  Trustee  may  require  registration  and the
acceptance  of a disclaimer.  The Indenture  Trustee shall not be liable for the
dissemination of information in accordance with this Indenture.

            The Indenture Trustee shall have the right to change the way Monthly
Servicer  Reports  are  distributed  in order  to make  such  distribution  more
convenient and/or more accessible to the above parties and the Indenture Trustee
shall provide timely and adequate  notification  to all above parties  regarding
any such changes.

            Annually  (and more  often,  if  required by  applicable  law),  the
Indenture  Trustee shall  distribute to the Noteholders any Form 1099 or similar
information  returns  required by applicable  tax law to be  distributed  to the
Noteholders.  The  Servicer  shall  prepare  or  cause to be  prepared  all such
information for distribution by the Indenture Trustee to the Noteholders.

      SECTION 3.6. [RESERVED].

      SECTION 3.7. Withholding Taxes.

            The Indenture  Trustee,  on behalf of the Issuer,  shall comply with
all requirements of the Code and applicable Treasury  Regulations and applicable
state and local law with respect to the withholding from any distributions  made
by it to any Noteholder of any applicable  withholding taxes imposed thereon and
with respect to any applicable reporting requirements in connection therewith.

                                  ARTICLE IV.

                                THE TRUST ESTATE

      SECTION 4.1. Acceptance by Indenture Trustee.

            (a) Concurrently  with the execution and delivery of this Indenture,
the Indenture  Trustee does hereby  acknowledge and accept the conveyance by the
Issuer of the assets  constituting the Trust Estate. The Indenture Trustee shall
hold the Trust  Estate in trust for the benefit of the  Noteholders,  subject to
the terms and  provisions  hereof.  Prior to each Funding Date and in accordance
with the Custodial  Agreement,  the Issuer will deliver or cause to be delivered
to the Custodian, the Timeshare Loan Files for all related Timeshare Loans to be
conveyed on such Funding Date. On or prior to each Funding Date, the Issuer will
deliver or cause to be delivered to the Servicer,  the Timeshare  Loan Servicing
Files, for all related


                                       18
<PAGE>

Timeshare Loans or Qualified  Substitute  Timeshare Loans to be conveyed on such
Funding Date.

            (b) The  Indenture  Trustee  shall  perform  its  duties  under this
Section 4.1 and  hereunder  on behalf of the Trust Estate and for the benefit of
the  Noteholders  in accordance  with the terms of this Indenture and applicable
law and, in each case, taking into account its other obligations hereunder,  but
without regard to:

            (i) any relationship  that the Indenture Trustee or any Affiliate of
      the Indenture Trustee may have with an Obligor;

            (ii) the  ownership  of any  Note by the  Indenture  Trustee  or any
      Affiliate of the Indenture Trustee;

            (iii) the Indenture Trustee's right to receive  compensation for its
      services hereunder or with respect to any particular transaction; or

            (iv) the ownership, or holding in trust for others, by the Indenture
      Trustee of any other assets or property.

      SECTION 4.2. Acquisition of Timeshare Loans.

            (a) The Issuer covenants that it shall only acquire  Timeshare Loans
in accordance  with the provisions of the Sale Agreement and,  without  limiting
the generality of the Granting Clause, upon any such acquisition, such Timeshare
Loans shall be deemed to be a part of the Trust Estate.

      SECTION 4.3. [RESERVED].

      SECTION 4.4. Tax Treatment.

            (a) The  conveyance  by the  Issuer  of the  Timeshare  Loans to the
Indenture  Trustee  shall not  constitute  and is not  intended  to result in an
assumption by the Indenture  Trustee or any  Noteholder of any obligation of the
Issuer or the  Servicer  to the  Obligors,  the  insurers  under  any  insurance
policies, or any other Person in connection with the Timeshare Loans.

            (b) It is the intention of the parties hereto that,  with respect to
all  taxes,  the Notes  will be  treated  as  indebtedness  of the Issuer to the
Noteholders    secured   by   the   Timeshare    Loans   (the    "Intended   Tax
Characterization").  The  provisions  of this  Indenture  shall be  construed in
furtherance  of the  Intended  Tax  Characterization.  Each of the  Issuer,  the
Servicer,  the Indenture  Trustee,  the Club Trustee and the Backup  Servicer by
entering  into this  Indenture,  and each  Noteholder by the purchase of a Note,
agree  to  report  such  transactions  for  purposes  of all  taxes  in a manner
consistent with the Intended Tax Characterization,  unless otherwise required by
applicable law.

            (c) None of the Issuer, the Servicer, the Club Trustee or the Backup
Servicer  shall  take  any  action  inconsistent  with the  Indenture  Trustee's
interest  in the  Timeshare  Loans


                                       19
<PAGE>

and shall  indicate or shall cause to be indicated in its books and records held
on  its  behalf  that  each  Timeshare  Loan  and  the  other   Timeshare  Loans
constituting  the Trust  Estate has been  assigned to the  Indenture  Trustee on
behalf of the Noteholders.

      SECTION 4.5.  Further  Action  Evidencing  Grant of Security  Interest and
Assignments.

            (a) The Issuer and the Indenture Trustee each agrees that, from time
to time,  it will  promptly  execute and deliver  all  further  instruments  and
documents, and take all further action, that may be necessary or appropriate, or
that the  Noteholders  representing  at least  66-2/3% of the  Outstanding  Note
Balance  of each Class of Notes may  reasonably  request,  in order to  perfect,
protect or more fully evidence the security  interest in the Timeshare  Loans or
to enable  the  Indenture  Trustee  to  exercise  or  enforce  any of its rights
hereunder.  Without  limiting the generality of the foregoing,  the Issuer will,
without  the  necessity  of a  request  and upon the  request  of the  Indenture
Trustee,  execute  and file or  record  (or  cause to be  executed  and filed or
recorded) such Assignments of Mortgage, financing or continuation statements, or
amendments  thereto  or  assignments  thereof,  and such  other  instruments  or
notices,  as may be  necessary  or  appropriate  to create and  maintain  in the
Indenture Trustee a first priority perfected security interest, at all times, in
the Trust  Estate,  including,  without  limitation,  recording and filing UCC-1
financing  statements,  amendments  or  continuation  statements  prior  to  the
effective date of any change of the name, identity or structure or relocation of
its  chief  executive  office  or any  change  that  would or could  affect  the
perfection  pursuant to any  financing  statement or  continuation  statement or
assignment  previously  filed  or  make  any  UCC-1  or  continuation  statement
previously  filed pursuant to this  Indenture  seriously  misleading  within the
meaning  of  applicable  provisions  of the UCC (and the  Issuer  shall give the
Indenture  Trustee  at least  thirty  (30)  Business  Days  prior  notice of the
expected occurrence of any such circumstance). The Issuer shall deliver promptly
to the Indenture Trustee file-stamped copies of any such filings.

            (b) (i) The Issuer  hereby  grants to each of the  Servicer  and the
Indenture Trustee a power of attorney to execute,  file and record all documents
including,  but  not  limited  to,  Assignments  of  Mortgage,  UCC-1  financing
statements,  amendments or continuation  statements,  on behalf of the Issuer as
may be necessary or desirable to effectuate  the foregoing and (ii) the Servicer
hereby grants to the Indenture Trustee a power of attorney to execute,  file and
record all  documents on behalf of the Servicer as may be necessary or desirable
to effectuate the foregoing; provided, however, that such grant shall not create
a duty on the part of the  Indenture  Trustee or the Servicer to file,  prepare,
record or monitor,  or any  responsibility  for the contents or adequacy of, any
such documents.

      SECTION 4.6. Substitution and Repurchase of Timeshare Loans.

            (a) Mandatory  Substitution  and  Repurchase of Timeshare  Loans for
Breach of Representation  or Warranty.  If at any time, any party hereto obtains
knowledge,  discovers, or is notified by any other party hereto, that any of the
representations  and  warranties  of the  Depositor in the Sale  Agreement  were
incorrect at the time such  representations  and warranties  were made, then the
party discovering such defect,  omission,  or circumstance shall promptly notify
the other parties to this Indenture,  the Depositor and the Club Originator.  In
the event any such  representation or warranty of the Depositor is incorrect and
materially and adversely  affects the


                                       20
<PAGE>

value of a Timeshare Loan or the interests of the Noteholders therein,  then the
Issuer and the Indenture  Trustee shall  require the  Depositor,  within 30 days
(or, if the Depositor shall have provided satisfactory evidence to the Agent (at
its sole  discretion)  that (1) such  breach can not be cured  within the 30 day
period,  (2) such breach can be cured within an additional 30 day period and (3)
it is  diligently  pursuing  a cure,  then 60 days)  after  the date it is first
notified of, or  otherwise  obtains  Knowledge  of such breach,  to eliminate or
otherwise cure in all material  respects the circumstance or condition which has
caused such  representation or warranty to be incorrect or if the breach relates
to a particular  Timeshare Loan and is not cured in all material  respects (such
Timeshare  Loan,  a  "Defective  Timeshare  Loan"),  either (i)  repurchase  the
Issuer's  interest in such Defective  Timeshare Loan at the Repurchase  Price or
(ii)  provide  one or more  Qualified  Substitute  Timeshare  Loans  and pay the
Substitution  Shortfall  Amounts,  if  any.  The  Indenture  Trustee  is  hereby
appointed attorney-in-fact, which appointment is coupled with an interest and is
therefore irrevocable, to act on behalf and in the name of the Issuer to enforce
the Depositor's repurchase or substitution  obligations if the Depositor has not
complied  with  its  repurchase  or  substitution  obligations  under  the  Sale
Agreement within the aforementioned 30 day or 60-day period.

            (b) Optional Purchase or Substitution of Club Loans. Pursuant to the
Purchase  Agreement,  with respect to any Original Club Loan,  on any date,  the
Club Originator, as designee of the Depositor, will (at its option), if the Club
Originator and the related Obligor have elected to effect an Upgrade, (i) pay to
the Collection  Account 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  option  to  substitute  one or  more  Qualified  Substitute
Timeshare  Loans for an Original  Club Loan is limited on any date to (A) 20% of
the sum of the  Aggregate  Initial Loan  Balance,  less (B) the Loan Balances of
Original Club Loans  previously  substituted by the Club Originator  pursuant to
this Section 4.6(b) on the related  substitution dates. The Club Originator,  as
designee  of the  Depositor,  shall  deposit the  related  Repurchase  Price and
Substitution  Shortfall Amounts,  if any, in the Collection Account as set forth
in Section 4.6(d) below.  The Issuer  acknowledges  that the Club Originator has
agreed to use best efforts to exercise its  substitution  option with respect to
Original  Club Loans  prior to  exercise of its  repurchase  option,  and to the
extent that the Club Originator shall elect to substitute  Qualified  Substitute
Timeshare  Loans for an Original Club Loan, the Club  Originator  shall use best
efforts to cause each such  Qualified  Substitute  Timeshare  Loan to be, in the
following order of priority,  (i) the Upgrade Club Loan related to such Original
Club Loan (in which case,  clause (rr) of Schedule I to the  Purchase  Agreement
and the Sale Agreement shall not apply as an eligibility  requirement)  and (ii)
an Upgrade Club Loan unrelated to such Original Club Loan.

            (c) Optional Purchase or Substitution of Defaulted  Timeshare Loans.
Pursuant to the  Purchase  Agreement,  with respect to any  Defaulted  Timeshare
Loans, on any date, the Club Originator, as designee of the Depositor shall have
the  option,  but not the  obligation,  to either  (i)  purchase  the  Defaulted
Timeshare Loan at the Repurchase Price for such Defaulted Timeshare Loan or (ii)
substitute one or more Qualified  Substitute  Timeshare Loans for such Defaulted
Timeshare  Loan and pay the  related  Substitution  Shortfall  Amounts,  if any;
provided,  however,  that the option to repurchase a Defaulted Timeshare Loan or
to substitute one or more Qualified  Substitute  Timeshare Loans for a Defaulted
Timeshare  Loan is limited on any date to the  Optional  Purchase  Limit and the
Optional Substitution Limit,  respectively.  The Club


                                       21
<PAGE>

Originator, as designee of the Depositor, shall purchase or substitute Defaulted
Timeshare  Loans as provided  herein and the Club  Originator  shall deposit the
related  Repurchase Price and  Substitution  Shortfall  Amounts,  if any, in the
Collection  Account as set forth in Section 4.6(d) hereof.  The Club Originator,
may irrevocably waive the Club  Originator's  option to purchase or substitute a
Defaulted  Timeshare  Loan by  delivering  or  causing  to be  delivered  to the
Indenture Trustee a Waiver Letter in the form of Exhibit G attached hereto.

            (d) Payment of Repurchase Prices and Substitution Shortfall Amounts.
The Issuer and the Indenture  Trustee  shall direct that the Depositor  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 on the Funding Date for
deposit in the Collection Account.

            (e) Schedule of Timeshare  Loans.  The Issuer and Indenture  Trustee
shall direct the  Depositor to provide or cause to be provided to the  Indenture
Trustee  on any date on which a  Timeshare  Loan is  purchased,  repurchased  or
substituted  with an electronic  supplement  to the Schedule of Timeshare  Loans
reflecting the removal and/or substitution of Timeshare Loans and subjecting any
Qualified Substitute Timeshare Loans to the provisions thereof.

            (f) Officer's Certificate. No substitution of a Timeshare Loan shall
be effective unless the Issuer and the Indenture  Trustee shall have received an
Officer's  Certificate  from the  Club  Originator  indicating  that (i) the new
Timeshare Loan meets all the criteria of the definition of "Qualified Substitute
Timeshare  Loan",  (ii) the Timeshare Loan Files for such  Qualified  Substitute
Timeshare  Loan have been  delivered to the  Custodian,  and (iii) the Timeshare
Loan  Servicing  Files for such  Qualified  Substitute  Timeshare Loan have been
delivered to the Servicer.

            (g) Qualified  Substitute  Timeshare  Loans.  On the related Funding
Date, the Issuer and the Indenture Trustee shall direct the Depositor to deliver
or cause the  delivery  of the  Timeshare  Loan Files of the  related  Qualified
Substitute  Timeshare  Loans to the  Custodian  on the related  Funding  Date in
accordance with the provisions of this Indenture and the Custodial Agreement.

      SECTION 4.7. Release of Lien.

            (a) The Issuer  shall be entitled to obtain a release  from the Lien
of the Indenture for any Timeshare  Loan  purchased,  repurchased or substituted
under  Section  4.6  hereof,  (i) upon  satisfaction  of each of the  applicable
provisions  of  Section  4.6  hereof,  (ii)  in  the  case  of any  purchase  or
repurchase,  after a payment by the  Depositor  of the  Repurchase  Price of the
Timeshare Loan, and (iii) in the case of any substitution,  after payment by the
Depositor of the applicable  Substitution Shortfall Amounts, if any, pursuant to
Section 4.6 hereof.

            (b) The Issuer  shall be entitled to obtain a release  from the Lien
of the Indenture for any Timeshare Loan which has been paid in full.

            (c) In connection  with (a) and (b) above,  the Issuer and Indenture
Trustee will execute and deliver such releases,  endorsements and assignments as
are  provided  to  it  by  the  Depositor,   in  each  case,  without  recourse,
representation  or warranty,  as shall be necessary to


                                       22
<PAGE>

vest in the Depositor or its  designee,  the legal and  beneficial  ownership of
each Timeshare  Loan being  released  pursuant to this Section 4.7. The Servicer
shall deliver a Request for Release to the Custodian with respect to the related
Timeshare Loan Files and Timeshare Loan Servicing Files being released  pursuant
to this Section 4.7, and such files shall be transferred to the Depositor or its
designee.

      SECTION 4.8. Appointment of Custodian and Paying Agent.

            (a) The  Indenture  Trustee may appoint a Custodian to hold all or a
portion of the  Timeshare  Loan Files as agent for the Indenture  Trustee.  Each
Custodian  shall be a  depository  institution  supervised  and  regulated  by a
federal or state banking  authority,  shall have combined capital and surplus of
at least $100,000,000,  shall be qualified to do business in the jurisdiction in
which it holds  any  Timeshare  Loan  File and  shall  not be the  Issuer  or an
Affiliate  of the Issuer.  The initial  Custodian  shall be U.S.  Bank  National
Association.  The  Indenture  Trustee  shall not be  responsible  for paying the
Custodian Fee or any other amounts owed to the Custodian.

            (b) The Issuer  hereby  appoints the  Indenture  Trustee as a Paying
Agent.  The Issuer may appoint other Paying  Agents from time to time.  Any such
other  Paying  Agent shall be  appointed  by Issuer  Order with  written  notice
thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall
be a Person who would be eligible to be Indenture  Trustee hereunder as provided
in Section 7.7 hereof.

      SECTION 4.9. Sale of Timeshare Loans.

            The parties  hereto  agree that none of the  Timeshare  Loans in the
Trust  Estate  may be sold or  disposed  of in any  manner  except as  expressly
provided for herein.

                                   ARTICLE V.

                          SERVICING OF TIMESHARE LOANS

      SECTION  5.1.  Appointment  of  Servicer  and Backup  Servicer;  Servicing
Standard.

            (a) Subject to the terms and conditions  herein,  the Issuer and the
Indenture  Trustee hereby appoint  Bluegreen as the initial Servicer  hereunder.
The Servicer shall service and administer the Timeshare Loans and perform all of
its duties hereunder in accordance with the Servicing Standard.

            (b)  Subject  to the terms and  conditions  herein and in the Backup
Servicing Agreement, the Issuer hereby appoints Concord Servicing Corporation to
act as the initial Backup Servicer hereunder.  The Backup Servicer shall service
and administer the Timeshare  Loans and perform all of its duties  hereunder and
under the Backup Servicing Agreement in accordance with the Servicing Standard.


                                       23
<PAGE>

      SECTION 5.2. Payments on the Timeshare Loans.

            (a) The Servicer  shall,  in a manner  consistent with the Servicing
Standard,  collect all payments made under each  Timeshare  Loan and direct each
applicable  Obligor  to  timely  make  all  payments  in  respect  of his or her
Timeshare Loan to the Lockbox Account maintained at the Lockbox Bank.

            (b) On each Funding Date,  the Servicer  shall cause to be deposited
to the Collection  Account all amounts  collected and received in respect of the
related  Timeshare Loans after the related  Cut-Off Date (without  deduction for
any Liquidation Expenses).

            (c) Subject to subsection  (d) below,  the  Indenture  Trustee shall
direct the Lockbox  Bank to remit all  collections  in respect of the  Timeshare
Loans on  deposit  in the  Lockbox  Account  to the  Collection  Account on each
Business Day via automated repetitive wire.

            (d)  Liquidation  Expenses  shall be  reimbursed  to the Servicer in
accordance  with  Section  3.2(a)  hereof.  To the extent that the  Servicer has
received any Liquidation Expenses as Additional Servicing Compensation and shall
subsequently  recover any portion of such Liquidation  Expenses from the related
Obligor,  the Servicer shall deposit such amounts into the Collection Account in
accordance with Section 5.3(b) hereof.

            (e) The  Servicer  agrees that to the extent it receives any amounts
in respect of any insurance policies which are not payable to the Obligor or any
other collections relating to the Trust Estate, it shall deposit such amounts to
the  Collection  Account  within two Business  Days of receipt  thereof  (unless
otherwise expressly provided herein).

      SECTION 5.3. Duties and Responsibilities of the Servicer.

            (a) In addition to any other  customary  services which the Servicer
may perform or may be required to perform hereunder,  the Servicer shall perform
or cause to be performed  through  sub-servicers,  the  following  servicing and
collection activities in accordance with the Servicing Standard:

            (i) perform standard  accounting services and general record keeping
      services with respect to the Timeshare Loans;

            (ii)  respond  to   telephone  or  written   inquiries  of  Obligors
      concerning the Timeshare Loans;

            (iii) keep  Obligors  informed  of the  proper  place and method for
      making payment with respect to the Timeshare Loans;

            (iv)  contact  Obligors  to  effect  collections  and to  discourage
      delinquencies in the payment of amounts owed under the Timeshare Loans and
      doing so by any lawful means;

            (v) report tax information to Obligors and taxing authorities to the
      extent required by law;


                                       24
<PAGE>

            (vi)  take such  other  action as may be  necessary  or  appropriate
      (which shall be consistent with the Servicing Standard) for the purpose of
      collecting and transferring to the Indenture  Trustee for deposit into the
      Collection  Account all  payments  received by the Servicer or remitted to
      the Lockbox Account in respect of the Timeshare Loans (except as otherwise
      expressly  provided  herein),  and to carry out the duties and obligations
      imposed upon the Servicer pursuant to the terms of this Indenture;

            (vii) arranging for Liquidations of Timeshare  Properties related to
      Defaulted Timeshare Loans and the remarketing of such Timeshare Properties
      as provided in Section 5.3(b) hereof;

            (viii) use  reasonable  best  efforts to enforce  the  purchase  and
      substitution  obligations  of  the  Club  Originator  under  the  Purchase
      Agreement and the Depositor under the Sale Agreement;

            (ix)  refrain from  modifying,  waiving or amending the terms of any
      Timeshare Loan; provided, however, the Servicer may modify, waive or amend
      a Timeshare  Loan for which a default on such  Timeshare Loan has occurred
      or is imminent or and such modification,  amendment or waiver will not (i)
      materially  alter the interest  rate on or the  principal  balance of such
      Timeshare Loan, (ii) shorten the final maturity of, lengthen the timing of
      payments  of either  principal  or  interest,  or any other terms of, such
      Timeshare Loan in any manner which would have a material adverse affect on
      the Noteholders,  (iii) adversely affect the Timeshare Property underlying
      such Timeshare Loan or (iv) reduce materially the likelihood that payments
      of interest and principal on such  Timeshare  Loan shall be made when due;
      provided,  further, the Servicer may grant a single extension of the final
      maturity  of  a  Timeshare  Loan  if  the  Servicer,   in  its  reasonable
      discretion,  determines  that (A) such  Timeshare  Loan is in default or a
      default  on such  Timeshare  Loan is  likely  to occur in the  foreseeable
      future and (B) the value of such  Timeshare  Loan will be enhanced by such
      extension;  provided,  further,  the  Servicer  shall not be  permitted to
      modify,  waive or amend the terms of any Timeshare  Loan if the sum of the
      Cut-Off Date Loan Balance of such Timeshare Loan and the Cut-Off Date Loan
      Balances of all other Timeshare Loans for which the Servicer has modified,
      waived or amended the terms thereof  exceeds 1% of the  Aggregate  Initial
      Loan Balance;

            (x) work with Obligors in connection  with any transfer of ownership
      of a  Timeshare  Property  by an Obligor to another  Person (to the extent
      permitted),  whereby the  Servicer may consent to the  assumption  by such
      Person of the Timeshare  Loan related to such  Timeshare  Property (to the
      extent  permitted);   provided,  however,  in  connection  with  any  such
      assumption,  the rate of  interest  borne by,  the  maturity  date of, the
      principal  amount of, the timing of payments of principal  and interest in
      respect of, and all other  material  terms of, the related  Timeshare Loan
      shall not be changed other than as permitted in (ix) above;

            (xi) to the extent that the Custodian  Fees or the Lockbox Fees are,
      in the Servicer's  reasonable  business judgment,  no longer  commercially
      reasonable,  use  commercially  reasonable  efforts to exercise its rights
      under the  Custodial  Agreement  or


                                       25
<PAGE>

      the  Lockbox  Agreement  to replace  the  Custodian  or Lockbox  Bank,  as
      applicable.  Any such  successor  shall be  reasonably  acceptable  to the
      Indenture Trustee;

            (xii) delivery of such  information  and data to the Backup Servicer
      as is required under the Backup Servicing Agreement; and

            (xiii)  delivery  of any new or  amended  ACH Forms  executed  by an
      Obligor to the Custodian to be held as part of the related  Timeshare Loan
      File.

            (b) In the event that a Defaulted Timeshare Loan is not or cannot be
released  from the Lien of the  Indenture  pursuant to Section  4.7 hereof,  the
Servicer shall, in accordance with the Servicing  Standard,  promptly  institute
collection  procedures,  which may include, but is not limited to, cancellation,
forfeiture,  termination or foreclosure  proceedings or obtaining a deed-in-lieu
of foreclosure  (each, a "Foreclosure  Property").  Upon the Timeshare  Property
becoming a Foreclosure  Property,  the Servicer shall use reasonable  efforts to
foreclose upon or otherwise  comparably  convert the Timeshare Property securing
such Defaulted  Timeshare  Loan into inventory that is available for resale.  In
connection with such foreclosure or other conversion,  the Servicer shall follow
such  practices  and  procedures  as it shall  deem  necessary  (which  shall be
consistent  with the  Servicing  Standard)  so as to dispose  of such  Timeshare
Property  as  soon  as  practicable  and in a  manner  that  maximizes  the  Net
Liquidation  Proceeds,  giving  effect to, among other  things,  the gross price
obtainable,  broker's  commissions,   foreclosure  costs,  sales  and  marketing
expenses.  The  Issuer  acknowledges  that  the  Club  Originator  or the  Aruba
Originator may be in the best position to remarket the  Foreclosure  Property in
connection with such  Originator's  overall marketing program for the applicable
Timeshare   Project.   The  Servicer  shall  be  entitled  to  reimbursement  of
Liquidation Expenses out of Liquidation Proceeds. Any Liquidation Expenses later
recovered by the Servicer  shall be deposited by the Servicer in the  Collection
Account in accordance with Section 5.2(c) and (d) hereof.

            (i) To the  extent  that  one of  the  Originators  or an  Affiliate
      thereof is selected to remarket a Foreclosure Property, the Servicer shall
      cause such Originator or Affiliate  thereof to agree that it will remarket
      such  Foreclosure  Property in the ordinary course in a manner similar and
      consistent with (or better than) the manner in which it remarkets or sells
      other timeshare properties it or its Affiliates owns.

            (ii) The  Servicer (if  Bluegreen  Corporation  or its  Affiliate is
      acting as  Servicer)  on behalf of the  Issuer and the  Indenture  Trustee
      shall take all necessary  steps to have the record title of the applicable
      Timeshare Properties subject to such Defaulted Timeshare Loans continue to
      be held by the Club Trustee.  In such event, the Servicer shall direct the
      Club  Trustee,  directly or through its agents to  exercise  the  remedies
      provided for in the Club Trust Agreement,  in the Mortgage Note themselves
      or in the other Club documents  with respect to such  Defaulted  Timeshare
      Loans and the Obligors  thereunder,  and the Owner Beneficiary Rights will
      be remarketed  with the purpose of obtaining  the maximum Net  Liquidation
      Proceeds in respect of such Defaulted Timeshare Loans.


                                       26
<PAGE>

            (iii) The  Servicer  shall  reserve its rights  under the Club Trust
      Agreement and/or the applicable  Mortgages to obtain,  at any time, record
      title and all beneficial  interests in respect of the Timeshare Properties
      related to Defaulted Timeshare Loans. All actions taken by the Servicer in
      respect of any Defaulted  Timeshare  Loans shall, at all times, be carried
      out in a manner  such  that none of the  Trust,  the  Owner  Trustee,  the
      Indenture  Trustee or the  Noteholders  shall,  under  applicable  law, be
      deemed to be the developer or declarant of any Resort or the Club.

            (iv) The Servicer  agrees that it shall require that any Liquidation
      Proceeds paid to the Issuer be in the form of cash only.

            (c) In  connection  with the  Servicer's  performance  of its duties
under Section 5.3(b) hereof,  (i) the Servicer will undertake such duties in the
ordinary  course in a manner  similar and  consistent  with (or better than) the
manner in which the Servicer sells or markets other  timeshare  properties it or
its  Affiliates  owns and (ii) the  Servicer  may not sell any of the  Defaulted
Timeshare  Loans  that  are  an  asset  of the  Trust  Estate  except  for or as
specifically permitted by this Indenture.

            (d) For so long as Bluegreen or any of its  Affiliates  controls the
Resorts, the Servicer shall use commercially reasonable best efforts to maintain
or cause to maintain the Resorts in good  repair,  working  order and  condition
(ordinary wear and tear excepted).

            (e) For so long as Bluegreen or any of its  Affiliates  controls the
Resorts, the manager,  related management contract and master marketing and sale
contract  (if  applicable)  for each  Resort  at all times  shall be  reasonably
satisfactory to the Noteholders representing at least 66-2/3% of the Outstanding
Note  Balance of each  Class of Notes.  For so long as  Bluegreen  or any of its
Affiliates controls the Timeshare  Association for a Resort, and Bluegreen or an
Affiliate  thereof is the manager,  the related  management  contract and master
marketing  and sale  contract  may be  amended or  modified  only with the prior
written  consent  of  the  Noteholders  representing  at  least  66-2/3%  of the
Outstanding  Note  Balance of each Class of Notes,  which  consent  shall not be
unreasonably withheld or delayed.

            (f) In the event any Lien (other than a Permitted  Lien) attaches to
any  Timeshare  Loan or related  collateral  from any Person  claiming  from and
through  Bluegreen or one of its Affiliates which materially  adversely  affects
the  Issuer's  interest in such  Timeshare  Loan,  Bluegreen  shall,  within the
earlier to occur of ten Business Days after such  attachment  or the  respective
lienholders'  action to foreclose on such lien, either (a) cause such Lien to be
released of record,  (b) provide the Indenture Trustee with a bond in accordance
with the  applicable  laws of the  state  in which  the  Timeshare  Property  is
located, issued by a corporate surety acceptable to the Indenture Trustee, in an
amount and in form reasonably acceptable to the Indenture Trustee or (c) provide
the  Indenture  Trustee with such other  security as the  Indenture  Trustee may
reasonably require.

            (g) The Servicer shall: (a) promptly notify the Indenture Trustee of
(i) any claim,  action or proceeding which may be reasonably  expected to have a
material adverse effect on the Trust Estate,  or any material part thereof,  and
(ii) any action, suit, proceeding, order or injunction of which Servicer becomes
aware after the date hereof pending or threatened  against


                                       27
<PAGE>

or affecting Servicer or any Affiliate which may be reasonably  expected to have
a  material  adverse  effect on the Trust  Estate or the  Servicer's  ability to
service the same;  (b) at the request of  Indenture  Trustee  with  respect to a
claim or action or  proceeding  which arises from or through the Servicer or one
of its Affiliates,  appear in and defend, at Servicer's expense, any such claim,
action or proceeding which would have a material adverse effect on the Timeshare
Loans or the  Servicer's  ability  to  service  the same;  and (c) comply in all
respects,  and shall cause all  Affiliates to comply in all  respects,  with the
terms of any orders  imposed on such Person by any  governmental  authority  the
failure  to comply  with  which  would  have a  material  adverse  effect on the
Timeshare Loans or the Servicer's ability to service the same.

            (h)  Except  as  contemplated  by  the  Transaction  Documents,  the
Servicer shall not, and shall not permit the Club Managing Entity to,  encumber,
pledge or otherwise grant a Lien or security  interest in and to the Reservation
System  (including,  without  limitation,  all  hardware,  software  and data in
respect  thereof)  and  furthermore  agrees,  and shall cause the Club  Managing
Entity, to use commercially  reasonable  efforts to keep the Reservation  System
operational,  not to  dispose  of the same and to allow the Club the use of, and
access  to,  the  Reservation  System in  accordance  with the terms of the Club
Management Agreement.

            (i) The  Servicer  shall comply in all  material  respects  with the
Collection Policy and the Credit Policy attached hereto as Exhibit J and Exhibit
K,  respectively  (or,  as  amended  from time to time with the  consent  of the
Noteholders  representing  at least 66-2/3% of the  Outstanding  Note Balance of
each Class of Notes) and with the terms of the Timeshare Loans.

      SECTION 5.4. Servicer Events of Default.

            (a) If any  Servicer  Event of Default  shall have  occurred and not
been  waived  hereunder,  the  Indenture  Trustee  may,  and  upon  notice  from
Noteholders  representing  at least 66-2/3% of the  Outstanding  Note Balance of
each Class of Notes shall, terminate, on behalf of the Noteholders, by notice in
writing to the Servicer,  all of the rights and obligations of the Servicer,  as
Servicer under this  Indenture.  The Indenture  Trustee shall  immediately  give
written notice of such termination to the Backup  Servicer.  Unless consented to
by the Noteholders representing at least 66-2/3% of the Outstanding Note Balance
of each Class of Notes, the Issuer may not waive any Servicer Event of Default.

            (b)  Replacement  of  Servicer.  From and after the  receipt  by the
Servicer of such written  termination  notice or the resignation of the Servicer
pursuant to Section 5.10 hereof,  all authority and power of the Servicer  under
this Indenture, whether with respect to the Timeshare Loans or otherwise, shall,
pass to and be vested in the Indenture Trustee,  and the Indenture Trustee shall
be the  successor  Servicer  hereunder  and the  duties and  obligations  of the
Servicer  shall  terminate.  The  Servicer  shall  perform  such  actions as are
reasonably  necessary to assist the Indenture Trustee and the Backup Servicer in
such  transfer.  If the Servicer fails to undertake such action as is reasonably
necessary  to  effectuate  such a  transfer,  the  Indenture  Trustee  is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Servicer,  as  attorney-in-fact  or otherwise,  any and all documents and
other  instruments,  and to do or accomplish all other acts or things reasonably
necessary  to effect the  purposes of such notice of  termination.  The Servicer
agrees that if it is terminated  pursuant to


                                       28
<PAGE>

this  Section  5.4, it shall  promptly  (and,  in any event,  no later than five
Business Days  subsequent to its receipt of the notice of  termination  from the
Indenture Trustee) provide the Indenture  Trustee,  the Backup Servicer or their
respective  designees (with  reasonable  costs being borne by the Servicer) with
all documents and records (including,  without  limitation,  those in electronic
form) reasonably  requested by it to enable the Indenture  Trustee to assume the
Servicer's  functions  hereunder  and for the  Backup  Servicer  to  assume  the
functions  required by the Backup  Servicing  Agreement,  and the Servicer shall
cooperate  with the  Indenture  Trustee  in  effecting  the  termination  of the
Servicer's  responsibilities  and  rights  hereunder  and  the  assumption  by a
successor  of  the  Servicer's   obligations   hereunder,   including,   without
limitation, the transfer within one Business Day to the Indenture Trustee or its
designee for administration by it of all cash amounts which shall at the time or
thereafter  received  by it  with  respect  to the  Timeshare  Loans  (provided,
however,  that the Servicer shall continue to be entitled to receive all amounts
accrued  or  owing to it under  this  Indenture  on or prior to the date of such
termination).  The  Indenture  Trustee  shall be  entitled  to  renegotiate  the
Servicing  Fee;  provided,  however,  no change to the Servicing Fee may be made
unless the  Indenture  Trustee shall have (i) submitted a servicing fee proposal
(a "New  Servicing Fee  Proposal")  to S&P seeking  written  confirmation  as to
whether or not the New Servicing Fee Proposal  would result in a  qualification,
downgrade  or  withdrawal  of any  rating  assigned  to a Class of  Notes,  (ii)
notified  the  Noteholders  of S&P's  response,  and (iii)  received the written
consent of Noteholders  representing  at least 66-2/3% of the  Outstanding  Note
Balance of each Class of Notes. Notwithstanding anything herein to the contrary,
in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing
Fee or for any  differential  in the amount of the Servicing Fee paid  hereunder
and the  amount  necessary  to induce  any  successor  Servicer  to  assume  the
obligations of Servicer under this Indenture.

            The  Indenture  Trustee  shall be entitled to be  reimbursed  by the
Servicer,  (or by the Trust Estate to the extent set forth in Section  3.4(a)(i)
or  Section  6.6(a)(i)  hereof)  if  the  Servicer  is  unable  to  fulfill  its
obligations hereunder for all Servicer Termination Costs.

            The successor  Servicer  shall have (i) no liability with respect to
any  obligation  which was required to be performed by the  terminated  Servicer
prior to the date that the successor  Servicer becomes the Servicer or any claim
of a third  party based on any  alleged  action or  inaction  of the  terminated
Servicer, (ii) no obligation to perform any repurchase  obligations,  if any, of
the Servicer,  (iii) no  obligation to pay any taxes  required to be paid by the
Servicer,  (iv) no  obligation  to pay any of the fees and expenses of any other
party involved in this  transaction that were incurred by the prior Servicer and
(v) no liability  or  obligation  with  respect to any Servicer  indemnification
obligations of any prior Servicer including the original Servicer.

            Notwithstanding anything contained in the Indenture to the contrary,
any  successor  Servicer  is  authorized  to  accept  and  rely  on  all  of the
accounting,  records (including computer records) and work of the prior Servicer
relating to the Timeshare Loans  (collectively,  the "Predecessor  Servicer Work
Product"),  without any audit or other examination  thereof,  and such successor
Servicer  shall have no duty,  responsibility,  obligation  or liability for the
acts and omissions of the prior Servicer. If any error, inaccuracy,  omission or
incorrect or non-standard practice or procedure  (collectively,  "Errors") exist
in any Predecessor Servicer Work Product and such Errors make it materially more
difficult to service or should cause or  materially  contribute to the successor
Servicer making or continuing any Errors (collectively, "Continued Errors"), the
successor Servicer shall have no duty,  responsibility,  obligation or liability
for


                                       29
<PAGE>

such Continued Errors;  provided,  however,  that each successor  Servicer shall
agree to use its best efforts to prevent further  Continued Errors. In the event
that the successor  Servicer  becomes aware of Errors or Continued  Errors,  the
successor Servicer shall, with the prior consent of the Indenture  Trustee,  use
its best  efforts to  reconstruct  and  reconcile  such data as is  commercially
reasonable  to correct such Errors and  Continued  Errors and to prevent  future
Continued Errors and to recover its costs thereby.

            The  Indenture  Trustee may appoint an  Affiliate  as the  successor
Servicer and the  provisions  of this Section  5.4(b)  related to the  Indenture
Trustee shall apply to such Affiliate.

            (c) Any successor Servicer,  including the Indenture Trustee,  shall
not be deemed to be in  default  or to have  breached  its  duties as  successor
Servicer  hereunder  if the  predecessor  Servicer  shall  fail to  deliver  any
required deposit to the Collection  Account or otherwise fail to cooperate with,
or take any actions required by such successor  Servicer related to the transfer
of servicing hereunder.

      SECTION 5.5. Accountings; Statements and Reports.

            (a) Monthly Servicer Report. Not later than four Business Days prior
to the Payment Date,  the Servicer  shall  deliver to the Issuer,  the Indenture
Trustee,  the Rating  Agency  (to the  extent  that any Notes are rated) and the
Agent, a report (the "Monthly  Servicer  Report")  substantially  in the form of
Exhibit D hereto,  detailing  certain activity  relating to the Timeshare Loans.
The Monthly  Servicer Report shall be completed with the  information  specified
therein for the related Due Period and shall contain such other  information  as
may be reasonably requested by the Issuer, the Indenture Trustee or the Agent in
writing at least five Business Days prior to such Determination  Date. Each such
Monthly Servicer Report shall be accompanied by an Officer's  Certificate of the
Servicer  in the form of  Exhibit  E  hereto,  certifying  the  accuracy  of the
computations  reflected in such Monthly Servicer Report.  The Servicer agrees to
consult and cooperate with the Agent in the preparation of the Monthly  Servicer
Report.

            (b)  Certification  as to Compliance.  The Servicer shall deliver to
the Issuer,  the  Indenture  Trustee,  the Rating Agency (to the extent that any
Notes are rated) and the Agent,  an Officer's  Certificate on or before April 30
of each  year  commencing  in  2005:  (x) to the  effect  that a  review  of the
activities  of the  Servicer  during the  preceding  calendar  year,  and of its
performance  under this  Indenture  during  such  period has been made under the
supervision of the officers executing such Officer's  Certificate with a view to
determining whether during such period, to the best of such officer's knowledge,
the  Servicer had  performed  and  observed  all of its  obligations  under this
Indenture,  and either (A) stating that based on such review,  no Servicer Event
of  Default  is  known  to have  occurred  and is  continuing,  or (B) if such a
Servicer  Event  of  Default  is  known  to  have  occurred  and is  continuing,
specifying such Servicer Event of Default and the nature and status thereof.

            (c) Annual Accountants'  Reports. On or before each April 30 of each
year  commencing  in 2005,  the Servicer  shall (i) cause a firm of  independent
public accountants to furnish a certificate or statement (and the Servicer shall
provide a copy of such certificate or statement to the Issuer, the Rating Agency
(to the extent that any Notes are rated),  the Indenture Trustee and the Agent),
to the  effect  that (1) such  firm has  examined  and  audited  the  Servicer's


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<PAGE>

servicing  controls and procedures for the previous  calendar year and that such
independent  public  accountants  have  examined  certain  documents and records
(including  computer records) and servicing  procedures of the Servicer relating
to the Timeshare  Loans, (2) they have examined the most recent Monthly Servicer
Report prepared by the Servicer and three other Monthly  Servicer Reports chosen
at random by such firm and  compared  such  Monthly  Servicer  Reports  with the
information  contained in such documents and records,  (3) their examination was
conducted in  accordance  with the  standards  and  procedures  set forth in the
Uniform  Single  Attestation  Program for Mortgage  Bankers  established  by the
Mortgage Bankers  Association of America  ("USAP"),  (4) their  examinations and
comparisons  described  above  disclosed no exceptions  which, in their opinion,
were  material,  relating  to such  Timeshare  Loans  or such  Monthly  Servicer
Reports,  or, if any such exceptions were disclosed thereby,  setting forth such
exceptions which, in their opinion, were material,  and (5) on the basis of such
examinations and comparisons, such firm is of the opinion that the Servicer has,
during the relevant period, serviced the Timeshare Loans in compliance with this
Indenture and the other Transaction  Documents in all material respects and that
such  documents  and  records  have  been  maintained  in  accordance  with this
Indenture and the other Transaction  Documents in all material respects and were
at least in accordance with the minimum servicing standards  identified in USAP,
except in each case for (A) such  exceptions  as such firm  shall  believe to be
immaterial  and (B) such other  exceptions as shall be set forth in such written
report.  The report  will also  indicate  that such firm is  independent  of the
Servicer within the meaning of the Code of  Professional  Ethics of the American
Institute of Certified Public Accountants.  In the event such independent public
accountants  require  the  Indenture  Trustee to agree to the  procedures  to be
performed by such firm in any of the reports required to be prepared pursuant to
this Section 5.5(c),  the Servicer shall direct the Indenture Trustee in writing
to so agree;  it being  understood  and agreed that the  Indenture  Trustee will
deliver such letter of agreement in  conclusive  reliance  upon the direction of
the Servicer,  and the Indenture Trustee has not made any independent inquiry or
investigation  as to, and shall have no  obligation  or liability in respect of,
the sufficiency, validity or correctness of such procedures.

            (d)  Report  on  Proceedings  and  Servicer  Event of  Default.  (i)
Promptly upon a Responsible Officer of the Servicer's obtaining Knowledge of any
proposed or pending  investigation  of it by any  Governmental  Authority or any
court or  administrative  proceeding  which involves or is reasonably  likely to
involve the  possibility of materially and adversely  affecting the  properties,
business,  prospects,  profits or  conditions  (financial  or  otherwise) of the
Servicer  and its  subsidiaries,  as a whole,  the  Servicer  shall send written
notice specifying the nature of such investigation or proceeding and what action
the Servicer is taking or proposes to take with respect  thereto and  evaluating
its merits, or (ii) immediately upon obtaining Knowledge of the existence of any
condition or event which  constitutes a Servicer Event of Default,  the Servicer
shall send written  notice to the Issuer,  the  Indenture  Trustee and the Agent
describing  its nature and period of  existence  and what action the Servicer is
taking or proposes to take with respect thereto.

            (e)  Quarterly  Financial  Reports.  Within 45 days after the end of
each of Servicer's  (provided the Servicer is Bluegreen or an Affiliate thereof)
first three fiscal calendar periods each year (or, if later,  that date by which
Bluegreen  is required to file  financial  statements  with the  Securities  and
Exchange  Commission),  the Servicer shall deliver to the Indenture  Trustee and
the Agent,  unaudited financial statements of Servicer (provided the


                                       31
<PAGE>

Servicer is Bluegreen or an Affiliate  thereof) certified by its chief financial
officer  as well as, to the  extent  requested  by the Agent  and  available  to
Servicer (provided the Servicer is Bluegreen or an Affiliate thereof), unaudited
bi-annual financial statements of the Timeshare Association.

            (f) Audit Reports.  To the extent  Bluegreen or its Affiliate is the
Servicer,  the Servicer  shall  deliver to the  Indenture  Trustee and the Agent
promptly upon receipt  thereof,  one copy of each other report  submitted to the
Servicer by its  independent  public  accountants in connection with any annual,
interim or special audit made by them of the books of the Servicer.

            (g)  Other  Reports.  To the  extent  Bluegreen  Corporation  or its
Affiliate is the Servicer,  the Servicer shall deliver to the Indenture  Trustee
and the Agent, such other reports, statements, notices or written communications
relating  to the  Servicer,  the  Timeshare  Associations,  the  Resorts  or the
Additional  Approved  Resorts as are  available to Servicer and as the Agent may
reasonably require.

      SECTION 5.6. Records.

            The Servicer  shall  maintain  all data for which it is  responsible
(including,  without limitation,  computerized tapes or disks) relating directly
to or maintained in connection  with the servicing of the Timeshare Loans (which
data and records  shall be clearly  marked to reflect that the  Timeshare  Loans
have been  Granted to the  Indenture  Trustee on behalf of the  Noteholders  and
constitute  property of the Trust  Estate) at the address  specified  in Section
13.3 hereof or, upon 15 days' notice to the Issuer and the Indenture Trustee, at
such other place where any Servicing Officer of the Servicer is located (or upon
24 hours'  written  notice if an Event of Default or  Servicer  Event of Default
shall have  occurred).  SECTION  5.7.  Fidelity  Bond and  Errors and  Omissions
Insurance.

      The Servicer  shall  maintain or cause to be maintained  fidelity bond and
errors and omissions  insurance with respect to the Servicer in such form and in
amounts as is customary for institutions acting as custodian of funds in respect
of timeshare loans or receivables on behalf of institutional investors; provided
that such  insurance  shall be in a minimum  amount of $1,000,000 per policy and
shall name the Indenture Trustee as an additional  insured. No provision of this
Section 5.7 requiring such fidelity bond or errors and omissions insurance shall
diminish or relieve the Servicer from its duties and obligations as set forth in
this  Indenture.  The  Servicer  shall be  deemed  to have  complied  with  this
provision if one of its  respective  Affiliates has such fidelity bond or errors
and  omissions  insurance  coverage  and, by the terms of such  fidelity bond or
errors and omissions  insurance policy, the coverage afforded thereunder extends
to the Servicer.  Upon a request of the Indenture  Trustee,  the Servicer  shall
deliver to the Indenture Trustee, a certification evidencing coverage under such
fidelity bond and the errors and omissions insurance.  Any such fidelity bond or
errors and  omissions  insurance  policy  shall not be canceled or modified in a
materially adverse manner without 30 days' prior written notice to the Indenture
Trustee;  provided,  that the  Servicer  agrees to use  commercially  reasonable
efforts to require  the  applicable  insurer to provide 10 days'  prior  written
notice of any cancellation or materially adverse modification  initiated by such
insurer.


                                       32
<PAGE>

      SECTION 5.8. Merger or Consolidation of the Servicer.

            (a) The  Servicer  shall  promptly  provide  written  notice  to the
Indenture Trustee, the Agent and the Rating Agency (to the extent that any Notes
are rated) of any merger or  consolidation  of the Servicer.  The Servicer shall
keep in full effect its existence,  rights and franchise as a corporation  under
the laws of the state of its incorporation except as permitted herein, and shall
obtain and preserve its qualification to do business as a foreign corporation in
each  jurisdiction  in which  such  qualification  is or shall be  necessary  to
protect  the  validity  and  enforceability  of  this  Indenture  or  any of the
Timeshare Loans and to perform its duties under this Indenture.

            (b)  Any  Person   into  which  the   Servicer   may  be  merged  or
consolidated,  or any  corporation  resulting  from any  merger,  conversion  or
consolidation  to which the Servicer shall be a party, or any Person  succeeding
to the  business  of  the  Servicer,  shall  be the  successor  of the  Servicer
hereunder,  without the  execution  or filing of any paper or any further act on
the  part  of  any  of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding;  provided,  however, that the successor or surviving Person (i)
is a company  whose  business  includes the  servicing of assets  similar to the
Timeshare  Loans and shall be  authorized to lawfully  transact  business in the
state or states in which the related  Timeshare  Properties it is to service are
situated; (ii) is a U.S. Person, and (iii) delivers to the Indenture Trustee (A)
an agreement,  in form and substance  reasonably  satisfactory  to the Indenture
Trustee,  which contains an assumption by such  successor  entity of the due and
punctual  performance  and  observance  of each  covenant  and  condition  to be
performed  or  observed  by the  Servicer  under  this  Indenture  and the other
Transaction  Documents  to which the  Servicer  is a party and (B) an opinion of
counsel as to the enforceability of such agreement;  provided, however, that, to
the extent that a Note is rated,  the Rating  Agency shall have  confirmed  that
such action will not result in a downgrade or withdrawal of any rating  assigned
to any rated Class of Notes.

      SECTION 5.9. Sub-Servicing.

            (a) The Servicer may enter into one or more sub-servicing agreements
with a  sub-servicer  upon the  consent of the Agent and a written  confirmation
from the  Rating  Agency  (to the  extent  that any  Notes are  rated)  that the
execution of such sub-servicing agreement and the retention of such sub-servicer
would not  result in a  qualification,  downgrade  or  withdrawal  of any rating
assigned to a Class of Notes.  References herein to actions taken or to be taken
by the Servicer in servicing the Timeshare  Loans include actions taken or to be
taken by a sub-servicer on behalf of the Servicer.  Any sub-servicing  agreement
will be upon such terms and conditions as the Servicer may reasonably  agree and
as are not  inconsistent  with  this  Indenture.  The  Servicer  shall be solely
responsible for any sub-servicing fees due and payable to such sub-servicer.

            (b) Notwithstanding any sub-servicing  agreement, the Servicer shall
remain obligated and liable for the servicing and administering of the Timeshare
Loans in accordance with this Indenture,  without  diminution of such obligation
or liability by virtue of such sub-servicing  agreement,  and to the same extent
and under the same terms and  conditions as if the Servicer alone were servicing
and administering the Timeshare Loans.


                                       33
<PAGE>

      SECTION 5.10. Servicer Resignation.

            The Servicer shall not resign from the duties and obligations hereby
imposed on it under this  Indenture  unless and until (i) a successor  servicer,
acceptable to the Issuer, the Indenture Trustee and the Noteholders representing
at least 66-2/3% of the Outstanding Note Balance of each Class of Notes,  enters
into an agreement in form and substance  satisfactory  to the Indenture  Trustee
and the  Noteholders  representing  at least  66-2/3%  of the  Outstanding  Note
Balance of each Class of Notes,  which  contains an assumption by such successor
servicer of the due and punctual performance and observance of each covenant and
condition to be performed or observed by the Servicer  under this Indenture from
and after the date of  assumption,  (ii) the Issuer,  the Indenture  Trustee and
Noteholders  representing  at least 66-2/3% of the  Outstanding  Note Balance of
each Class of Notes  consent to the  assumption of the duties,  obligations  and
liabilities  of this  Indenture  by such  successor  Servicer,  and (iii) to the
extent that any Note is rated,  the rating of such Notes will not be  qualified,
downgraded  or withdrawn (as evidenced by a letter from the Rating Agency to the
Indenture Trustee or the Agent to such effect, which letter shall be obtained at
the  expense  of  the  Servicer  without  right  of  reimbursement).  Upon  such
resignation, the Servicer shall comply with Section 5.4(b) hereunder.

            Except  as  provided  in  the  immediately  preceding  paragraph  or
elsewhere  in this  Indenture,  or as provided  with  respect to the survival of
indemnifications  herein,  the duties and  obligations  of a Servicer under this
Indenture  shall  continue until this  Indenture  shall have been  terminated as
provided  herein.  The duties and  obligations  of a  Servicer  hereunder  shall
survive the exercise by the Indenture  Trustee of any right or remedy under this
Indenture or the  enforcement by the Indenture  Trustee of any provision of this
Indenture.

      SECTION 5.11. Fees and Expenses.

            As compensation  for the  performance of its obligations  under this
Indenture,  the Servicer shall be entitled to receive on each Payment Date, from
amounts on deposit in the Collection Account and in the priorities  described in
Sections 3.2(a) and 3.4 hereof,  the Servicing Fee and any Additional  Servicing
Compensation.  Other  than  Liquidation  Expenses,  the  Servicer  shall pay all
expenses incurred by it in connection with its servicing activities hereunder.

      SECTION 5.12. Access to Certain Documentation.

            Upon ten Business Days' prior written notice (or, one Business Day's
prior written notice after the occurrence and during the continuance of an Event
of Default or a Servicer Event of Default), the Servicer will, from time to time
during regular business hours, as requested by the Issuer, the Indenture Trustee
or any  Noteholder  and, prior to the occurrence of a Servicer Event of Default,
at the  expense of the Issuer or such  Noteholder  and upon the  occurrence  and
continuance  of a Servicer  Event of Default,  at the  expense of the  Servicer,
permit the Issuer,  the  Indenture  Trustee or any  Noteholder  or its agents or
representatives  (i) to examine and make copies of and abstracts from all books,
records and documents (including, without limitation,  computer tapes and disks)
in the possession or under the control of the Servicer relating to the servicing
of the  Timeshare  Loans  serviced  by it and  (ii) to  visit  the  offices  and
properties of the Servicer for the purpose of examining such materials described
in clause (i) above, and to discuss


                                       34
<PAGE>

matters  relating to the Timeshare Loans with any of the officers,  employees or
accountants of the Servicer  having  knowledge of such matters.  Nothing in this
Section  5.12 shall  affect  the  obligation  of the  Servicer  to  observe  any
applicable law prohibiting disclosure of information regarding the Obligors, and
the failure of the Servicer to provide access to information as a result of such
obligation shall not constitute a breach of this Section 5.12.

      SECTION 5.13. No Offset.

            Prior to the  termination  of this  Indenture,  the  obligations  of
Servicer under this Indenture shall not be subject to any defense,  counterclaim
or right of offset which the  Servicer  has or may have against the Issuer,  the
Indenture Trustee or any Noteholder,  whether in respect of this Indenture,  any
Timeshare Loan or otherwise.

      SECTION 5.14. Account Statements.

            In  connection  with  the  Servicer's  preparation  of  the  Monthly
Servicer  Reports,  the  Indenture  Trustee  agrees to deliver to the Servicer a
monthly statement providing account balances of each of the Trust Accounts.

      SECTION 5.15. Indemnification; Third Party Claim.

            The Servicer agrees to indemnify the Issuer,  the Indenture  Trustee
and the  Noteholders  from and  against  any and all actual  damages  (excluding
economic losses related to the  collectibility  of any Timeshare Loan),  claims,
reasonable  attorneys' fees and related costs,  judgments,  and any other costs,
fees and expenses  that each may sustain  because of the failure of the Servicer
to service the  Timeshare  Loans in accordance  with the  Servicing  Standard or
otherwise  perform its obligations  and duties  hereunder in compliance with the
terms of this  Indenture,  or because of any act or omission by the Servicer due
to its negligence or willful  misconduct in connection  with its maintenance and
custody of any funds, documents and records under this Indenture, or its release
thereof except as contemplated by this Indenture. The Servicer shall immediately
notify the Issuer and the Indenture  Trustee if it has Knowledge of a claim made
by a third party with respect to the Timeshare Loans, and, if such claim relates
to the servicing of the  Timeshare  Loans by the  Servicer,  the Servicer  shall
assume, with the consent of the Indenture Trustee, the defense of any such claim
and pay all expenses in connection therewith, including reasonable counsel fees,
and  promptly  pay,  discharge  and satisfy any  judgment or decree which may be
entered  against it. This Section  5.15 shall  survive the  termination  of this
Indenture or the resignation or removal of the Servicer hereunder.

      SECTION 5.16. Backup Servicer.

            (a) Backup Servicing  Agreement.  The Issuer, the Indenture Trustee,
the Servicer,  the Depositor and the Backup Servicer hereby agree to execute the
Backup Servicing Agreement. The Backup Servicer shall be responsible for each of
the duties  and  obligations  imposed  upon it by the  provisions  of the Backup
Servicing   Agreement  and  shall  have  no  duties  or  obligations  under  any
Transaction Document to which it is not a party.

            (b)  Termination  of  Servicer;  Cooperation.  In the event that the
Servicer  is  terminated  or  resigns  in  accordance  with  the  terms  of this
Indenture,  the  Backup  Servicer  agrees


                                       35
<PAGE>

to continue  to perform it duties and  obligations  hereunder  and in the Backup
Servicing  Agreement  without  interruption.   The  Backup  Servicer  agrees  to
cooperate in good faith with any  successor  Servicer to effect a transition  of
the  servicing  obligations  by the  Servicer  to any  successor  Servicer.  The
Indenture  Trustee  agrees  to  provide  such  information  regarding  the Trust
Accounts as the Backup  Servicer  shall require to produce the Monthly  Servicer
Report on and after the Assumption Date.

            (c) Backup Servicer Duties After  Assumption Date. In the event that
the Servicer is  terminated or resigns in accordance  with this  Indenture,  the
Backup  Servicer  agrees  that it shall  undertake  those  servicing  duties and
obligations  as set forth in and  subject  to  Section 2 and  Schedule  V of the
Backup  Servicing  Agreement.  Notwithstanding  Section 5.9  hereof,  so long as
Concord Servicing Corporation is the Backup Servicer,  the Indenture Trustee, as
successor  Servicer,  will not be  obligated  or liable  for the  servicing  and
administration  activities to the extent that the Backup Servicer is responsible
for such activities under the Backup Servicing Agreement.

            (d) Backup  Servicing Fee. Prior to the Assumption  Date, the Backup
Servicer should receive its Backup Servicing Fee in accordance with Sections 3.4
or 6.6 hereof,  as applicable.  On and after the Assumption  Date, the Indenture
Trustee,  as successor  Servicer,  will be obligated  to  distribute  the Backup
Servicing  Fee to the Backup  Servicer  from amounts  received by the  Indenture
Trustee in respect of the Servicing Fee.

            (e) Termination of Backup Servicer.  Notwithstanding anything to the
contrary herein, the Indenture Trustee shall have the right to remove the Backup
Servicer  with or without  cause at any time and  replace  the  Backup  Servicer
pursuant to the provisions of the Backup Servicing Agreement.  In the event that
the Indenture  Trustee shall  exercise its rights to remove and replace  Concord
Servicing  Corporation as Backup Servicer or Concord Servicing Corporation shall
have  terminated  the Backup  Servicing  Agreement in accordance  with the terms
thereof,  Concord  Servicing  Corporation  shall have no further  obligation  to
perform the duties of the Backup Servicer under this Indenture.  In the event of
a termination of the Backup  Servicing  Agreement,  the Indenture  Trustee shall
appoint a successor  Backup  Servicer  reasonably  acceptable  to the  Indenture
Trustee  and with the  approval  of the Agent at the  written  direction  of the
Required Purchasers. Upon the termination or resignation of the Backup Servicer,
the Indenture Trustee shall be deemed to represent, warrant and covenant that it
will service or engage a subservicer to perform each of the servicing duties and
responsibilities described in this Indenture.

      SECTION 5.17.  Aruba Notices.  Within 30 days of the related Funding Date,
the  Servicer  shall  confirm  that notices have been mailed out to each Obligor
under a Timeshare  Loan with  respect to any Resort in the country of Aruba that
such Timeshare Loan has been transferred and assigned to the Issuer and that the
Issuer has in turn,  pledged such  Timeshare Loan to the Indenture  Trustee,  in
trust, for the benefit of the Noteholders. Such notice may include any notice or
notices that the Aruba Originator's  predecessors in title to the Timeshare Loan
may give to the same Obligor with respect to any  transfers and  assignments  of
the  Timeshare  Loan by such  predecessors.  Such  notice  shall  be in the form
attached hereto as Exhibit H, as the same may be amended, revised or substituted
by the Indenture Trustee and the Servicer from time to time.


                                       36
<PAGE>

      SECTION 5.18.  Recordation.  As soon as practicable  after a Funding Date,
the Servicer shall cause all Assignments of Mortgage in respect of the Timeshare
Loans to be recorded in the  appropriate  offices.  The Servicer agrees to cause
all evidences of recordation to be delivered to the Custodian to be held as part
of the Timeshare Loan Files.

                                  ARTICLE VI.

                          EVENTS OF DEFAULT; REMEDIES

      SECTION 6.1. [RESERVED].

      SECTION 6.2. Acceleration of Maturity; Rescission and Annulment.

            (a) Upon the occurrence and  continuance of an Event of Default,  if
(i) such Event of Default of the kind  specified in  subparagraph  (d) or (e) of
the definition of Event of Default occurs,  (ii) an Event of Default of the kind
specified in  subparagraph  (a) of the definition of Event of Default occurs and
either (x) the Agent has, in its good faith judgment,  determined that the value
of the assets comprising the Trust Estate is less than the Aggregate Outstanding
Note Balance or (y) such Event of Default continues for two consecutive  Payment
Dates,  then each Class of Notes shall  automatically  become due and payable at
its  Outstanding  Note  Balance  together  with all accrued and unpaid  interest
thereon.

            (b) Upon the occurrence and  continuance of an Event of Default,  if
such  Event of  Default  is of the kind  specified  in  subparagraph  (a) of the
definition  of Event of Default  (other  than as  described  in  Section  6.2(a)
hereof), the Indenture Trustee shall, upon notice from Noteholders  representing
at least  66-2/3% of the  Outstanding  Note  Balance of the most senior Class of
Notes then  Outstanding  (and,  if payment of interest and principal on the most
senior  Class  of  Notes  then  Outstanding  is  current,  the  consent  of  the
Noteholders representing at least 66-2/3% of the Outstanding Note Balance of the
most senior  Class of Notes which has failed to receive one or more  payments of
interest or principal),  declare each Class of Notes to be  immediately  due and
payable at its  Outstanding  Note Balance  plus all accrued and unpaid  interest
thereon.

            (c) Upon the occurrence and  continuance of an Event of Default,  if
such Event of Default  (other than an Event of Default of the kind  described in
Sections  6.2(a) or (b) hereof)  shall occur and is  continuing,  the  Indenture
Trustee shall, upon notice from Noteholders representing at least 66-2/3% of the
Outstanding  Note  Balance of the most senior  Class of Notes then  Outstanding,
declare each Class of Notes to be immediately due and payable at its Outstanding
Note Balance plus all accrued and unpaid interest thereon.

            (d)  Upon  any  such  declaration  or  automatic  acceleration,  the
Outstanding  Note Balance of each Class of Notes  together  with all accrued and
unpaid  interest  thereon  shall  become  immediately  due and  payable  without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby waived by the Issuer.  The Indenture Trustee shall promptly send a notice
of any declaration or automatic acceleration to the Agent.

            (e) At any time after such a declaration  of  acceleration  has been
made but  before a  judgment  or decree  for  payment  of the money due has been
obtained by the Indenture


                                       37
<PAGE>

Trustee as hereinafter in this Article VI provided, the Noteholders representing
at least  66-2/3%  of the  Outstanding  Note  Balance of the most  senior  Class
Outstanding  (and,  if the consent of another Class shall have been required for
such declaration,  Noteholders  representing at least 66-2/3% of the Outstanding
Note  Balance of such Class) by written  notice to the Issuer and the  Indenture
Trustee, may rescind and annul such declaration and its consequences if:

            (i) the Issuer has paid or deposited  with the  Indenture  Trustee a
      sum sufficient to pay:

                  (1)   all principal due on any Class of Notes which has become
                        due otherwise than by such  declaration of  acceleration
                        and  interest  thereon from the date when the same first
                        became due until the date of payment or deposit,

                  (2)   all interest due with respect to any Class of Notes and,
                        to the extent that  payment of such  interest is lawful,
                        interest  upon overdue  interest  from the date when the
                        same  first  became  due  until the date of  payment  or
                        deposit at a rate per annum equal to the applicable Note
                        Rate, and

                  (3)   all  sums  paid or  advanced  by the  Indenture  Trustee
                        hereunder  and the  reasonable  compensation,  expenses,
                        disbursements,  and  advances  of each of the  Indenture
                        Trustee and the Servicer, its agents and counsel;

            and

            (ii) all Events of Default with respect to the Notes, other than the
      non-payment of the  Outstanding  Note Balance of each Class of Notes which
      became due solely by such declaration of acceleration,  have been cured or
      waived as provided in Section 6.13 hereof.

            (f) An automatic  acceleration  under Section 6.2(a) hereof may only
be rescinded and annulled by  Noteholders  representing  at least 66-2/3% of the
Outstanding Note Balance of each Class of Notes then Outstanding.

            (g)  Notwithstanding  Section  6.2(d)  and  (e)  hereof,  (i) if the
Indenture  Trustee shall have commenced  making payments as described in Section
6.6 hereof,  no acceleration may be rescinded or annulled and (ii) no rescission
shall affect any  subsequent  Events of Default or impair any rights  consequent
thereon.

      SECTION 6.3. Remedies.

            (a) If an Event of Default  with  respect to the Notes occurs and is
continuing  of  which  a  Responsible  Officer  of  the  Indenture  Trustee  has
Knowledge,   the  Indenture  Trustee  shall  immediately  give  notice  to  each
Noteholder as set forth in Section 7.2 hereof and shall solicit such Noteholders
for advice.  The Indenture Trustee shall then take such action as so


                                       38
<PAGE>

directed by the  Noteholders  representing  at least 66-2/3% of the  Outstanding
Note Balance of each Class of Notes then  Outstanding  subject to the provisions
of this Indenture.

            (b) Following any acceleration of the Notes,  the Indenture  Trustee
shall have all of the  rights,  powers and  remedies  with  respect to the Trust
Estate as are  available to secured  parties  under the UCC or other  applicable
law,  subject to the  limitations set forth in subsection (d) below and provided
such action is not inconsistent with any other provision of this Indenture. Such
rights, powers and remedies may be exercised by the Indenture Trustee in its own
name as trustee of an express trust.

            (c) (i) If an Event of Default  specified in subparagraph (a) of the
definition of Event of Default occurs and is continuing,  the Indenture  Trustee
is authorized  to recover  judgment in its own name and as trustee of an express
trust against the Issuer for the Aggregate Outstanding Note Balance and interest
remaining unpaid with respect to the Notes.

            (ii)  Subject to the  provisions  set forth  herein,  if an Event of
      Default  occurs and is  continuing,  the  Indenture  Trustee  may,  in its
      discretion,  and at the  instruction of the  Noteholders  representing  at
      least  66-2/3%  of the  Outstanding  Note  Balance  of each Class of Notes
      shall,  proceed to protect  and  enforce  its rights and the rights of the
      Noteholders  by such  appropriate  judicial  or other  proceedings  as the
      Indenture  Trustee  shall deem most  effectual  to protect and enforce any
      such  rights,  whether for the  specific  enforcement  of any  covenant or
      agreement in this Indenture or in aid of the exercise of any power granted
      herein, or to enforce any other proper remedy. The Indenture Trustee shall
      notify the Issuer, the Agent, the Servicer and the Noteholders of any such
      action.

            (d) If the  Indenture  Trustee  shall  have  received  instructions,
within 45 days from the date notice  pursuant to Section  6.3(a) hereof is first
given,  from  Noteholders  representing at least 66-2/3% of the Outstanding Note
Balance  of each  Class of Notes that such  Persons  approve  of or request  the
liquidation  of the Trust  Estate,  the  Indenture  Trustee  shall to the extent
lawful, promptly sell, dispose of or otherwise liquidate all of the Trust Estate
in a commercially  reasonable manner and on commercially reasonable terms, which
shall include the solicitation of competitive bids from third parties  including
any Noteholder (other than Bluegreen or any Affiliates thereof), such bids to be
approved by the  Noteholders  representing  at least 66-2/3% of the  Outstanding
Note Balance of each Class of Notes.  The  Indenture  Trustee may obtain a prior
determination  from any  conservator,  receiver or liquidator of the Issuer that
the terms and  manner of any  proposed  sale,  disposition  or  liquidation  are
commercially reasonable.

      SECTION 6.4. Indenture Trustee May File Proofs of Claim.

            (a)  In  case  of the  pendency  of  any  receivership,  insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding related to the Issuer, or any other obligor in respect
of the Notes,  or the  property  of the Issuer,  or such other  obligor or their
creditors,  the Indenture Trustee  (irrespective of whether the principal of the
Notes shall then be due and payable as therein  expressed or by  declaration  or
otherwise and irrespective of whether the Indenture  Trustee shall have made any
demand on the Issuer for


                                       39
<PAGE>

the payment of overdue  principal or interest)  shall be entitled and empowered,
by intervention in such proceeding or otherwise:

            (i) to file and prove a claim for the whole amount of principal  and
      interest  owing and  unpaid in respect of the Notes and to file such other
      papers or  documents as may be necessary or advisable in order to have the
      claims of the  Indenture  Trustee and any  predecessor  Indenture  Trustee
      (including   any  claim  for  the   reasonable   compensation,   expenses,
      disbursements  and advances of the Indenture  Trustee and any  predecessor
      Indenture  Trustee,  their  agents  and  counsel)  and of the  Noteholders
      allowed in such judicial proceeding;

            (ii) to collect and receive any moneys or other property  payable or
      deliverable on any such claims and to distribute the same; and

            (iii) to  participate  as a  member,  voting  or  otherwise,  of any
      official committee of creditors appointed in such matter;

and any custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each Noteholder to make such payments to the Indenture Trustee and to pay to the
Indenture Trustee any amount due it for the reasonable  compensation,  expenses,
disbursements  and  advances  of  the  Indenture  Trustee  and  any  predecessor
Indenture  Trustee,  their  agents and  counsel,  and any other  amounts due the
Indenture  Trustee  and any  predecessor  Indenture  Trustee  under  Section 7.6
hereof.

            (b)  Nothing  herein  contained  shall be  deemed to  authorize  the
Indenture  Trustee to  authorize,  consent to,  accept or adopt on behalf of any
Noteholder  any plan of  reorganization,  agreement,  adjustment or  composition
affecting  the Notes or the rights of any  Noteholder  thereof or affecting  the
Timeshare  Loans  or the  other  assets  constituting  the  Trust  Estate  or to
authorize  the  Indenture  Trustee  to  vote  in  respect  of the  claim  of any
Noteholder in any such proceeding.

      SECTION 6.5.  Indenture  Trustee May Enforce Claims Without  Possession of
Notes.

            All rights of action and claims under this Indenture, the Notes, the
Timeshare  Loans or the  other  assets  constituting  the  Trust  Estate  may be
prosecuted and enforced by the Indenture  Trustee  without the possession of any
of the Notes or the production thereof in any proceeding  relating thereto,  and
any such proceeding  instituted by the Indenture Trustee shall be brought in its
own name as trustee of an express  trust,  and any  recovery of judgment  shall,
after  provisions  for  the  payment  of  reasonable   compensation,   expenses,
disbursements  and  advances  of  the  Indenture  Trustee  and  any  predecessor
Indenture  Trustee,  their  agents  and  counsel,  be  for  the  benefit  of the
Noteholders  in  respect  of  which  such  judgment  has  been  recovered,   and
distributed  pursuant to the priorities  contemplated by Section 3.4 and Section
6.6 hereof, as applicable.

      SECTION 6.6. Application of Money Collected.

            (a) If a Payment Default Event shall have occurred and the Indenture
Trustee has not yet effected the remedies  under Section 6.3(d) and Section 6.16
hereof,  any money


                                       40
<PAGE>

collected by the Indenture  Trustee in respect of the Trust Estate and any other
money that may be held  thereafter by the Indenture  Trustee as security for the
Notes,  including,  without  limitation,  the  amounts on deposit in the General
Reserve Account, shall be applied in the following order on each Payment Date:

            (i) to the Indenture Trustee,  any unpaid Indenture Trustee Fees and
      any extraordinary  out-of-pocket expenses of the Indenture Trustee related
      to a servicing  transfer (up to $10,000 per Payment Date, and no more than
      a cumulative  total of $100,000)  incurred and not  reimbursed  as of such
      date;

            (ii) to the Owner  Trustee,  any  accrued and unpaid  Owner  Trustee
      Fees;

            (iii) to the  Administrator,  any accrued  and unpaid  Administrator
      Fees;

            (iv) to the Custodian, any accrued and unpaid Custodian Fees;

            (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees;

            (vi) to the Servicer, any accrued and unpaid Servicing Fees;

            (vii)  to  the  Backup  Servicer,  any  accrued  and  unpaid  Backup
      Servicing Fees;

            (viii) to the Agent and the Placement  Agent, any accrued and unpaid
      Fees;

            (ix) to the Class A Noteholders,  the Class A Interest  Distribution
      Amount;

            (x) to the Class B  Noteholders,  the Class B Interest  Distribution
      Amount;

            (xi) to the Class C Noteholders,  the Class C Interest  Distribution
      Amount;

            (xii) to the Class D Noteholders,  the Class D Interest Distribution
      Amount;

            (xiii) to the Class A Noteholders,  all remaining  amounts until the
      Outstanding Note Balance of the Class A Notes is reduced to zero;

            (xiv) to the Class B  Noteholders,  all remaining  amounts until the
      Outstanding Note Balance of the Class B Notes is reduced to zero;

            (xv) to the Class C  Noteholders,  all  remaining  amounts until the
      Outstanding Note Balance of the Class C Notes is reduced to zero;

            (xvi) to the Class D  Noteholders,  all remaining  amounts until the
      Outstanding Note Balance of the Class D Notes is reduced to zero;

            (xvii) to the Indenture  Trustee,  any  extraordinary  out-of-pocket
      expenses of the Indenture Trustee not paid in accordance with (i) above;

            (xviii) to the Class A  Noteholders,  the Class B  Noteholders,  the
      Class C Noteholders,  the Class D Noteholders,  to the extent  applicable,
      amounts  specified  by the


                                       41
<PAGE>

      Agent and the Servicer as payable to such Noteholders pursuant to Sections
      6.1, 6.2 and 6.3 of the Note Funding Agreement; and

            (xix) to the Owner  Trustee,  any remaining  amounts,  in accordance
      with the Trust Agreement.

            (b) If (i) (A) a Payment  Default  Event shall have  occurred or (B)
each Class of Notes shall otherwise have been declared due and payable following
an Event of Default and (ii) the Indenture Trustee shall have effected a sale of
the Trust Estate under  Section  6.3(d) and Section 6.16 hereof ((i) and (ii), a
"Trust Estate Liquidation  Event"), any money collected by the Indenture Trustee
in respect of the Trust  Estate and any other money that may be held  thereafter
by the Indenture Trustee as security for the Notes, including without limitation
the amounts on deposit in the General Reserve  Account,  shall be applied in the
following order on each Payment Date:

            (i) to the Indenture Trustee,  any unpaid Indenture Trustee Fees and
      other expenses incurred and charged and unpaid as of such date;

            (ii) to the Owner  Trustee,  any  accrued and unpaid  Owner  Trustee
      Fees;

            (iii) to the  Administrator,  any accrued  and unpaid  Administrator
      Fees;

            (iv) to the Custodian, any accrued and unpaid Custodian Fees;

            (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees;

            (vi) to the Servicer, any accrued and unpaid Servicing Fees;

            (vii)  to  the  Backup  Servicer,  any  accrued  and  unpaid  Backup
      Servicing Fees;

            (viii) to the Agent, any accrued and unpaid Fees;

            (ix) to the Class A Noteholders,  the Class A Interest  Distribution
      Amount;

            (x) to the Class A  Noteholders,  all  remaining  amounts  until the
      Outstanding Note Balance of the Class A Notes is reduced to zero;

            (xi) to the Class B Noteholders,  the Class B Interest  Distribution
      Amount;

            (xii) to the Class B  Noteholders,  all remaining  amounts until the
      Outstanding Note Balance of the Class B Notes is reduced to zero

            (xiii) to the Class C Noteholders, the Class C Interest Distribution
      Amount;

            (xiv) to the Class C  Noteholders,  all remaining  amounts until the
      Outstanding Note Balance of the Class C Notes is reduced to zero;

            (xv) to the Class D Noteholders,  the Class D Interest  Distribution
      Amount;


                                       42
<PAGE>

            (xvi) to the Class D  Noteholders,  all remaining  amounts until the
      Outstanding Note Balance of the Class D Notes is reduced to zero;

            (xvii) to the Class A  Noteholders,  the  Class B  Noteholders,  the
      Class C Noteholders and the Class D Noteholders, to the extent applicable,
      amounts  specified  by the  Agent  and the  Servicer  as  payable  to such
      Noteholders  pursuant to  Sections  6.1,  6.2 and 6.3 of the Note  Funding
      Agreement; and

            (xviii) to the Owner Trustee,  any remaining amounts,  in accordance
      with the Trust Agreement.

      SECTION 6.7. Limitation on Suits.

            No  Noteholder  shall have any right to  institute  any  proceeding,
judicial or  otherwise,  with respect to this  Indenture or for any other remedy
hereunder, unless:

            (a) there is a continuing  Event of Default and such  Noteholder has
previously  given written notice to the Indenture  Trustee of a continuing Event
of Default;

            (b) such  Noteholder  or  Noteholders  have offered to the Indenture
Trustee  reasonable  indemnity (which may be in the form of written  assurances)
against the costs,  expenses and  liabilities to be incurred in compliance  with
such request;

            (c) the  Indenture  Trustee,  for 30 days after its  receipt of such
notice,  request  and  offer of  indemnity,  has  failed to  institute  any such
proceeding; and

            (d) no direction  inconsistent  with such  written  request has been
given to the  Indenture  Trustee  during such 30-day  period by the  Noteholders
representing at least 66-2/3% of the  Outstanding  Note Balance of each Class of
Notes Outstanding;

it being understood and intended that no one or more of such  Noteholders  shall
have any right in any  manner  whatever  by virtue  of, or by  availing  of, any
provision of this  Indenture to affect,  disturb or prejudice  the rights of any
other Noteholders, or to obtain or to seek to obtain priority or preference over
any other  Noteholders or to enforce any right under this  Indenture,  except in
the manner herein provided and for the ratable benefit of all such  Noteholders.
It is further  understood  and intended that so long as any portion of the Notes
remains  Outstanding,  the Servicer  shall not have any right to  institute  any
proceeding,  judicial or otherwise,  with respect to this Indenture  (other than
for the  enforcement of Section 3.4 hereof) or for the appointment of a receiver
or trustee  (including  without  limitation  a proceeding  under the  Bankruptcy
Code), or for any other remedy  hereunder.  Nothing in this Section 6.7 shall be
construed as limiting the rights of otherwise qualified  Noteholders to petition
a court for the removal of a Indenture Trustee pursuant to Section 7.8 hereof.

      SECTION 6.8.  Unconditional  Right of Noteholders to Receive Principal and
Interest.

            Notwithstanding  any other provision in this  Indenture,  other than
the provisions  hereof limiting the right to recover amounts due on the Notes to
recoveries from the property  comprising the Trust Estate, the Noteholder of any
Note shall have the absolute and


                                       43
<PAGE>

unconditional  right to receive  payment of the  principal  of, and interest on,
such Note as such  payments of principal and interest  become due,  including on
the Stated Maturity, and such right shall not be impaired without the consent of
such Noteholder.

      SECTION 6.9. Restoration of Rights and Remedies.

            If the  Indenture  Trustee  or any  Noteholder  has  instituted  any
proceeding  to  enforce  any  right or  remedy  under  this  Indenture  and such
proceeding  has been  discontinued  or  abandoned  for any  reason,  or has been
determined  adversely to the Indenture Trustee or to such Noteholder,  then and,
in every such case, subject to any determination in such proceeding, the Issuer,
the  Indenture  Trustee  and the  Noteholders  shall be restored  severally  and
respectively to their former  positions  hereunder and thereafter all rights and
remedies of the Indenture Trustee and the Noteholders continue as though no such
proceeding had been instituted.

      SECTION 6.10. Rights and Remedies Cumulative.

            Except as  otherwise  provided  with respect to the  replacement  or
payment of mutilated,  destroyed, lost, or stolen Notes in the last paragraph of
Section 2.5 hereof,  no right or remedy herein conferred upon or reserved to the
Indenture Trustee or to the Noteholders is intended to be exclusive of any other
right or remedy,  and every right and remedy shall,  to the extent  permitted by
law,  be  cumulative  and in  addition  to every  other  right and remedy  given
hereunder or now or  hereafter  existing at law or in equity or  otherwise.  The
assertion or employment of any right or remedy  hereunder,  or otherwise,  shall
not prevent the  concurrent  assertion or  employment  of any other  appropriate
right or remedy.

      SECTION 6.11. Delay or Omission Not Waiver.

            No delay or omission of the Indenture  Trustee or of any  Noteholder
of any Note to exercise any right or remedy  accruing  upon any Event of Default
shall  impair any such right or remedy or  constitute a waiver of any such Event
of Default or an  acquiescence  therein.  Every  right and remedy  given by this
Article  VI or by law to the  Indenture  Trustee  or to the  Noteholders  may be
exercised  from time to time,  and as often as may be deemed  expedient,  by the
Indenture Trustee or by the Noteholders, as the case may be.

      SECTION 6.12. Control by Agent.

            Until such time as the conditions  specified in Sections  11.1(a)(i)
and (ii) hereof have been  satisfied in full,  the Agent shall have the right to
either direct the time,  method and place of conducting  any  proceeding for any
remedy  available to the Indenture  Trustee,  or directly  exercise any trust or
power conferred on the Indenture Trustee, with respect to the Notes. The parties
to this Indenture  acknowledge and agree to the foregoing.  Notwithstanding  the
foregoing,  if the Agent shall elect to direct the Indenture Trustee rather than
directly exercising such rights:

            (i) no such  direction  shall be in conflict with any rule of law or
      with this Indenture;


                                       44
<PAGE>

            (ii) the Indenture  Trustee shall not be required to follow any such
      direction which the Indenture Trustee reasonably  believes might result in
      any personal  liability on the part of the Indenture Trustee for which the
      Indenture Trustee is not adequately indemnified; and

            (iii) the Indenture  Trustee may take any other action deemed proper
      by  the  Indenture  Trustee  which  is  not  inconsistent  with  any  such
      direction;  provided that the  Indenture  Trustee shall give notice of any
      such action to the Agent.

      SECTION 6.13. Waiver of Events of Default.

            (a)  Unless  a  Sequential  Pay  Event  shall  have  occurred,   the
Noteholders  representing  at least 66-2/3% of the  Outstanding  Note Balance of
each Class of Notes may, by one or more instruments in writing,  waive any Event
of Default hereunder and its consequences, except a continuing Event of Default:

            (i) in respect of the payment of the principal of or interest on any
      Note (which may only be waived by the Noteholder of such Note), or

            (ii) in  respect of a  covenant  or  provision  hereof  which  under
      Article IX hereof cannot be modified or amended without the consent of the
      Noteholder of each  Outstanding Note affected (which only may be waived by
      the Noteholders of all Outstanding Notes affected).

            (b) A copy of each waiver  pursuant to Section  6.13(a) hereof shall
be furnished by the Issuer to the Indenture  Trustee and each  Noteholder.  Upon
any such waiver,  such Event of Default shall cease to exist and shall be deemed
to have been  cured,  for every  purpose of this  Indenture;  but no such waiver
shall  extend to any  subsequent  or other  Event of Default or impair any right
consequent thereon.

      SECTION 6.14. Undertaking for Costs.

            All parties to this Indenture agree (and each Noteholder of any Note
by its acceptance  thereof shall be deemed to have agreed) that any court may in
its discretion  require,  in any suit for the enforcement of any right or remedy
under this  Indenture,  or in any suit  against  the  Indenture  Trustee for any
action taken,  suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that  such  court  may in its  discretion  assess  reasonable  costs,  including
reasonable  attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant;  but the  provisions  of this  Section 6.14 shall not apply to (i) any
suit  instituted by the Indenture  Trustee,  (ii) to any suit  instituted by any
Noteholder,  or group  of  Noteholders  representing  at  least  66-2/3%  of the
Outstanding  Note  Balance of each Class of Notes  Outstanding,  or (iii) to any
suit  instituted by any  Noteholder  for the  enforcement  of the payment of the
principal  of or  interest  on any  Note on or  after  the  maturities  for such
payments,  including the Stated  Maturity,  as applicable.  For the avoidance of
doubt,  the  provisions  of this Section 6.14 shall not apply to the  Structured
Purchaser.


                                       45
<PAGE>

      SECTION 6.15. Waiver of Stay or Extension Laws.

            The Issuer covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time  hereafter  in force,  which may affect the  covenants or the
performance  of this  Indenture;  and the  Issuer  (to  the  extent  that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and  covenants  that it will not hinder,  delay or impede the  execution  of any
power herein  granted to the Indenture  Trustee,  but will suffer and permit the
execution of every such power as though no such law had been enacted.

      SECTION 6.16. Sale of Trust Estate.

            (a) The power to effect  the sale of the Trust  Estate  pursuant  to
Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall
have been sold or all  amounts  payable  on the  Notes  shall  have been paid or
losses allocated thereto and borne thereby.  The Indenture Trustee may from time
to time, upon  directions in accordance  with Section 6.12 hereof,  postpone any
public sale by public announcement made at the time and place of such sale.

            (b) Unless required by applicable  law, the Indenture  Trustee shall
not sell to a third party the Trust  Estate,  or any portion  thereof  except as
permitted under Section 6.3(d) hereof.

            (c) In connection with a sale of the Trust Estate:

            (i)  any  one or  more  Noteholders  (other  than  Bluegreen  or any
      Affiliates  thereof) may bid for and  purchase  the  property  offered for
      sale, and upon  compliance  with the terms of sale may hold,  retain,  and
      possess and dispose of such property, without further accountability,  and
      any Noteholder  (other than  Bluegreen or any Affiliates  thereof) may, in
      paying  the  purchase  money  therefor,   deliver  in  lieu  of  cash  any
      Outstanding  Notes or claims for interest thereon for credit in the amount
      that shall, upon distribution of the net proceeds of such sale, be payable
      thereon,  and the Notes,  in case the amounts so payable  thereon shall be
      less than the amount due  thereon,  shall be returned  to the  Noteholders
      after being appropriately stamped to show such partial payment;

            (ii) the Indenture  Trustee shall execute and deliver an appropriate
      instrument  of  conveyance  prepared  by  the  Servicer  transferring  the
      Indenture  Trustee's  interest  in  the  Trust  Estate  without  recourse,
      representation  or  warranty  in  any  portion  of  the  Trust  Estate  in
      connection with a sale thereof;

            (iii) the  Indenture  Trustee is hereby  irrevocably  appointed  the
      agent and  attorney-in-fact  of the  Issuer to  transfer  and  convey  the
      Issuer's  interest in any portion of the Trust Estate in connection with a
      sale thereof, and to take all action necessary to effect such sale;


                                       46
<PAGE>

            (iv) no  purchaser  or  transferee  at such a sale shall be bound to
      ascertain the Indenture Trustee's authority, inquire into the satisfaction
      of any conditions precedent or see to the application of any moneys; and

            (v) The  method,  manner,  time,  place and terms of any sale of the
      Trust Estate shall be commercially reasonable.

            (vi) None of  Bluegreen or its  Affiliates  may bid for and purchase
      the Timeshare  Loans offered for sale by the Indenture  Trustee in Section
      6.16(c)(i) hereof.

      SECTION 6.17. Action on Notes.

            The Indenture  Trustee's  right to seek and recover  judgment on the
Notes or under this  Indenture or any other  Transaction  Document  shall not be
affected by the seeking,  obtaining or  application of any other relief under or
with respect to this Indenture or any other  Transaction  Document.  Neither the
Lien of this  Indenture nor any rights or remedies of the  Indenture  Trustee or
the  Noteholders  shall be  impaired  by the  recovery  of any  judgment  by the
Indenture  Trustee against the Issuer or by the levy of any execution under such
judgment  upon any portion of the Trust  Estate or upon any of the assets of the
Issuer.  Any money or  property  collected  by the  Indenture  Trustee  shall be
applied in accordance with the provisions of this Indenture.

      SECTION 6.18. Performance and Enforcement of Certain Obligations.

            Promptly following a request from the Indenture Trustee,  the Issuer
shall take all such lawful action as the Indenture Trustee may request to compel
or secure the performance  and observance by the Depositor,  the Club Originator
and the Servicer, as applicable,  of each of their respective obligations to the
Issuer under or in connection with the Sale Agreement and any other  Transaction
Document and to exercise  any and all rights,  remedies,  powers and  privileges
lawfully  available to the Issuer under or in connection with the Sale Agreement
or any other  Transaction  Document to the extent and in the manner  directed by
the Indenture  Trustee,  including the transmission of notices of default on the
part of the Depositor,  the Club  Originator or the Servicer  thereunder and the
institution  of legal or  administrative  actions  or  proceedings  to compel or
secure performance by the Depositor, the Club Originator or the Servicer of each
of  their  obligations  under  the  Sale  Agreement  and the  other  Transaction
Documents.

                                  ARTICLE VII.

                              THE INDENTURE TRUSTEE

      SECTION 7.1. Certain Duties.

            (a) The Indenture Trustee undertakes to perform such duties and only
such  duties as are  specifically  set forth in this  Indenture,  and no implied
covenants or obligations shall be read into this Indenture against the Indenture
Trustee;  except as expressly set forth herein, the Indenture Trustee shall have
no obligation to monitor the  performance of the Servicer under the  Transaction
Documents.


                                       47
<PAGE>

            (b) In the absence of bad faith on its part,  the Indenture  Trustee
may conclusively  rely, as to the truth of the statements and the correctness of
the opinions expressed  therein,  upon certificates or opinions furnished to the
Indenture  Trustee and conforming to the requirements of this Indenture;  but in
the case of any such  certificates or opinions which by any provision hereof are
specifically  required to be furnished to the Indenture  Trustee,  the Indenture
Trustee  shall be under a duty to examine the same to  determine  whether or not
they conform to the  requirements  of this  Indenture;  provided,  however,  the
Indenture  Trustee shall not be required to verify or  recalculate  the contents
thereof.

            (c) In case an Event  of  Default  or a  Servicer  Event of  Default
(resulting in the  appointment of the Indenture  Trustee as successor  Servicer)
has occurred and is continuing, the Indenture Trustee shall exercise such of the
rights and powers  vested in it by this  Indenture,  and use the same  degree of
care and skill in their  exercise,  as a prudent  Person  would  exercise or use
under the  circumstances in the conduct of such Person's own affairs;  provided,
however,  that no  provision in this  Indenture  shall be construed to limit the
obligations  of the  Indenture  Trustee to provide  notices  under  Section  7.2
hereof.

            (d) The  Indenture  Trustee shall be under no obligation to exercise
any of the rights or powers  vested in it by this  Indenture  at the  request or
direction  of any of the  Noteholders  pursuant to this  Indenture,  unless such
Noteholders shall have offered to the Indenture Trustee  reasonable  security or
indemnity  acceptable  to the  Indenture  Trustee  (which  may be in the form of
written assurances)  against the costs,  expenses and liabilities which might be
incurred by it in compliance with such request or direction.

            (e) No provision of this Indenture shall be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

            (i) this  Section  7.1(e) shall not be construed to limit the effect
      of Section 7.1(a) and (b) hereof;

            (ii) the  Indenture  Trustee  shall not be  liable  for any error of
      judgment  made in good faith by a Responsible  Officer  unless it shall be
      proved  that  the  Indenture   Trustee   shall  have  been   negligent  in
      ascertaining the pertinent facts; and

            (iii) the Indenture  Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the written direction of the holders of the requisite  principal amount of
      the  outstanding  Notes,  or in  accordance  with  any  written  direction
      delivered to it under Sections  6.2(a),  (b) or (c) hereof relating to the
      time,  method  and  place of  conducting  any  proceeding  for any  remedy
      available  to the  Indenture  Trustee,  or  exercising  any trust or power
      conferred upon the Indenture Trustee, under this Indenture.

            (f) Whether or not therein expressly so provided, every provision of
this  Indenture  relating  to the  conduct  or  affecting  the  liability  of or
affording protection to the Indenture Trustee shall be subject to the provisions
of this Section 7.1.


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<PAGE>

            (g) The  Indenture  Trustee makes no  representations  or warranties
with respect to the Timeshare  Loans or the Notes or the validity or sufficiency
of any assignment of the Timeshare Loans to the Issuer or to the Trust Estate.

            (h)  Notwithstanding  anything to the contrary herein, the Indenture
Trustee  is not  required  to expend or risk its own  funds or  otherwise  incur
financial  liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have reasonable  grounds to
believe that repayment of such funds or adequate  indemnity against such risk or
liability is not reasonably assured to it.

      SECTION 7.2. Notice of Events of Default.

            The Indenture  Trustee  shall  promptly  (but, in any event,  within
three  Business  Days)  notify  the  Issuer,  the  Servicer,  the  Agent and the
Noteholders upon a Responsible  Officer  obtaining actual knowledge of any event
which  constitutes  an Event of Default or a Servicer  Event of Default or would
constitute  an Event of  Default  or a  Servicer  Event of  Default  but for the
requirement that notice be given or time elapse or both.

      SECTION 7.3. Certain Matters Affecting the Indenture Trustee.

            Subject to the provisions of Section 7.1 hereof:

            (a) The Indenture  Trustee may rely and shall be protected in acting
or  refraining  from  acting  upon  any  resolution,   certificate,   statement,
instrument,  opinion, report, notice, request, direction,  consent, order, bond,
debenture,  note,  other  evidence  of  indebtedness  or other paper or document
believed by it to be genuine and to have been signed or  presented by the proper
party or parties;

            (b) Any request or direction of any Noteholders,  the Issuer, or the
Servicer mentioned herein shall be in writing;

            (c)  Whenever  in  the  performance  of  its  duties  hereunder  the
Indenture Trustee shall deem it desirable that a matter be proved or established
prior to taking,  suffering  or omitting  any action  hereunder,  the  Indenture
Trustee (unless other evidence be herein  specifically  prescribed)  may, in the
absence  of bad faith on its  part,  rely upon an  Officer's  Certificate  or an
opinion of counsel;

            (d) The Indenture  Trustee may consult with counsel,  and the advice
of such  counsel  or any  Opinion of Counsel  shall be deemed  authorization  in
respect of any action taken,  suffered, or omitted by it hereunder in good faith
and in reliance thereon;

            (e)  Prior to the  occurrence  of an Event of  Default  or after the
curing of all Events of Default which may have occurred,  the Indenture  Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution,  certificate,  statement,  instrument,  opinion, report, notice,
request,  consent,  order,  approval,  bond  or  other  paper  document,  unless
requested in writing so to do by  Noteholders  representing  at least 66-2/3% of
the Outstanding Note Balance of each Class of Notes; provided,  however, that if
the payment  within a  reasonable  time to the  Indenture  Trustee of the costs,
expenses  or  liabilities  likely  to be


                                       49
<PAGE>

incurred by it in the making of such investigation is, in the reasonable opinion
of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the
security  afforded to it by the terms of this Indenture,  the Indenture  Trustee
may require  reasonable  indemnity against such cost,  expense or liability as a
condition to so  proceeding.  The reasonable  expense of every such  examination
shall be paid by the Servicer  or, if paid by the  Indenture  Trustee,  shall be
reimbursed by the Servicer upon demand;

            (f) The  Indenture  Trustee  may execute any of the trusts or powers
hereunder  or perform  any duties  hereunder  either  directly  or by or through
agents or attorneys or a custodian  (which may be an Affiliate of the  Indenture
Trustee),  and the  Indenture  Trustee  shall  not be  liable  for  any  acts or
omissions of such agents,  attorneys or custodians appointed with due care by it
hereunder; and

            (g)  Delivery  of any  reports,  information  and  documents  to the
Indenture Trustee provided for herein or any other  Transaction  Document is for
informational  purposes  only  (unless  otherwise  expressly  stated),  and  the
Indenture Trustee's receipt of such shall not constitute  constructive knowledge
of any information  contained therein or determinable from information contained
therein,  including  the  Servicer's  or  Issuer's  compliance  with  any of its
representations,  warranties  or covenants  hereunder (as to which the Indenture
Trustee is entitled to rely exclusively on Officer's Certificates).

      SECTION 7.4. Indenture Trustee Not Liable for Notes or Timeshare Loans.

            (a)  The  Indenture  Trustee  makes  no  representations  as to  the
validity or sufficiency of this Indenture or any Transaction Document, the Notes
(other than the authentication  thereof) or of any Timeshare Loan. The Indenture
Trustee shall not be  accountable  for the use or  application  by the Issuer of
funds paid to the Issuer in  consideration  of conveyance of the Timeshare Loans
and related assets to the Trust Estate.

            (b) The  Indenture  Trustee (in its capacity as  Indenture  Trustee)
shall have no responsibility or liability for or with respect to the validity of
any security  interest in any property  securing a Timeshare Loan; the existence
or  validity of any  Timeshare  Loan,  the  validity  of the  assignment  of any
Timeshare Loan to the Trust Estate or of any intervening assignment;  the review
of any  Timeshare  Loan,  any  Timeshare  Loan  File,  the  completeness  of any
Timeshare  Loan File,  the receipt by the  Custodian  of any  Timeshare  Loan or
Timeshare  Loan File (it being  understood  that the  Indenture  Trustee has not
reviewed  and does not  intend to  review  such  matters);  the  performance  or
enforcement of any Timeshare  Loan; the compliance by the Servicer or the Issuer
with any covenant or the breach by the Servicer or the Issuer of any warranty or
representation made hereunder or in any Transaction  Document or the accuracy of
any such warranty or representation;  the acts or omissions of the Servicer, the
Issuer or any Obligor;  or any action of the Servicer or the Issuer taken in the
name of the Indenture Trustee.

      SECTION 7.5. Indenture Trustee May Own Notes.

            The Indenture  Trustee in its  individual or any other  capacity may
become the owner or pledgee of Notes with the same rights as it would have if it
were not the Indenture Trustee.  Any Paying Agent, Note Registrar,  co-registrar
or co-paying agent may become the


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<PAGE>

owner or pledgee  of Notes with the same  rights as it would have if it were not
the Paying Agent, Note Registrar, co-registrar or co-paying agent.

      SECTION 7.6. Indenture Trustee's Fees and Expenses.

            On each Payment Date, the Indenture Trustee shall be entitled to the
Indenture Trustee Fee and reimbursement of out-of-pocket expenses incurred by it
in connection with its responsibilities  hereunder in the priorities provided in
Sections 3.4 or 6.6 hereof, as applicable.

      SECTION 7.7. Eligibility Requirements for Indenture Trustee.

            Other than the initial  Indenture  Trustee,  the  Indenture  Trustee
hereunder shall at all times (a) be a corporation,  depository  institution,  or
trust company  organized and doing  business under the laws of the United States
of America or any state thereof authorized under such laws to exercise corporate
trust powers,  having a combined  capital and surplus of at least  $100,000,000,
(b) be subject to supervision or examination by federal or state authority,  (c)
be capable  of  maintaining  an  Eligible  Bank  Account,  (d) have a  long-term
unsecured  debt rating of not less than "Baa2" from  Moody's and "BBB" from S&P,
and (e) shall be acceptable to Noteholders  representing at least 66-2/3% of the
Outstanding  Note  Balance  of the each  Class  of  Notes.  If such  institution
publishes  reports  of  condition  at  least  annually,  pursuant  to or to  the
requirements of the aforesaid  supervising or examining authority,  then for the
purpose  of  this  Section  7.7,  the  combined  capital  and  surplus  of  such
institution  shall be deemed to be its combined capital and surplus as set forth
in its most recent  report of  condition so  published.  In case at any time the
Indenture  Trustee shall cease to be eligible in accordance  with the provisions
of this Section 7.7, the  Indenture  Trustee shall resign in the manner and with
the effect specified in Section 7.8 below.

      SECTION 7.8. Resignation or Removal of Indenture Trustee.

            (a) The  Indenture  Trustee may at any time resign and be discharged
with  respect  to the Notes by giving 60 days'  written  notice  thereof  to the
Servicer,  the Issuer,  the Agent and the Rating Agency (to the extent any Class
of Notes are rated). Upon receiving such notice of resignation, the Issuer shall
promptly  appoint a successor  Indenture  Trustee not objected to by Noteholders
representing at least 66-2/3% of the  Outstanding  Note Balance of each Class of
Notes  within 30 days after prior  written  notice,  by written  instrument,  in
sextuplicate,  one counterpart of which instrument shall be delivered to each of
the Issuer, the Servicer,  the Agent, the Noteholders,  the successor  Indenture
Trustee and the predecessor Indenture Trustee. If no successor Indenture Trustee
shall have been so appointed and have accepted  appointment within 60 days after
the giving of such notice of resignation,  the resigning  Indenture  Trustee may
petition any court of competent  jurisdiction for the appointment of a successor
Indenture Trustee.

            (b) If at any time the Indenture  Trustee shall cease to be eligible
in accordance with the provisions of Section 7.7 hereof and shall fail to resign
after written  request  therefor by the Issuer,  or if at any time the Indenture
Trustee shall be legally unable to act, fails to perform in any material respect
its  obligations  under this  Indenture,  or shall be  adjudged  a  bankrupt  or
insolvent,  or a receiver of the Indenture  Trustee or of its property  shall be
appointed,  or any


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<PAGE>

public  officer shall take charge or control of the Indenture  Trustee or of its
property  or  affairs  for  the  purpose  of  rehabilitation,   conservation  or
liquidation, then the Issuer or Noteholders representing at least 66/2/3% of the
Outstanding  Note Balance of each Class of Notes may direct the Issuer to remove
the Indenture  Trustee.  If it removes the Indenture Trustee under the authority
of the  immediately  preceding  sentence,  the Issuer shall  promptly  appoint a
successor Indenture Trustee not objected to by Noteholders representing at least
66/2/3% of the Outstanding  Note Balance of each Class of Notes,  within 30 days
after  prior  written  notice,  by  written  instrument,  in  sextuplicate,  one
counterpart of which  instrument  shall be delivered to each of the Issuer,  the
Servicer,  the Noteholders,  the Agent, the successor  Indenture Trustee and the
predecessor Indenture Trustee.

            (c)  Any  resignation  or  removal  of  the  Indenture  Trustee  and
appointment of a successor  Indenture  Trustee pursuant to any of the provisions
of this Section 7.8 shall not become  effective until  acceptance of appointment
by the successor Indenture Trustee as provided in Section 7.9 hereof.

      SECTION 7.9. Successor Indenture Trustee.

            (a) Any successor Indenture Trustee appointed as provided in Section
7.8 hereof shall execute,  acknowledge and deliver to each of the Servicer,  the
Issuer,  the Agent, the Noteholders and to its predecessor  Indenture Trustee an
instrument accepting such appointment  hereunder,  and thereupon the resignation
or removal of the predecessor  Indenture Trustee shall become effective and such
successor Indenture Trustee, without any further act, deed or conveyance,  shall
become fully vested with all the rights,  powers,  duties and obligations of its
predecessor  Indenture Trustee hereunder with like effect as if originally named
a Indenture Trustee. The predecessor Indenture Trustee shall deliver or cause to
be delivered to the successor Indenture Trustee or its custodian any Transaction
Documents and statements held by it or its custodian hereunder; and the Servicer
and the Issuer and the predecessor  Indenture  Trustee shall execute and deliver
such  instruments and do such other things as may reasonably be required for the
full and certain vesting and confirmation in the successor  Indenture Trustee of
all such rights, powers, duties and obligations.

            (b) In case of the  appointment  hereunder of a successor  Indenture
Trustee with respect to the Notes, the Issuer,  the retiring  Indenture  Trustee
and each successor Indenture Trustee with respect to the Notes shall execute and
deliver an  indenture  supplemental  hereto  wherein  each  successor  Indenture
Trustee  shall  accept  such  appointment  and  which  (i)  shall  contain  such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor  Indenture  Trustee all the rights,  powers,  trusts and
duties of the retiring  Indenture Trustee with respect to the Notes to which the
appointment of such successor  Indenture  Trustee relates,  (ii) if the retiring
Indenture Trustee is not retiring with respect to all Notes,  shall contain such
provisions  as shall be deemed  necessary  or  desirable to confirm that all the
rights, powers, trusts and duties of the retiring Indenture Trustee with respect
to the Notes as to which the retiring  Indenture  Trustee is not retiring  shall
continue to be vested in the retiring Indenture Trustee,  and (iii) shall add to
or change any of the  provisions  of this  Indenture  as shall be  necessary  to
provide for or facilitate the  administration  of the Trust Estate  hereunder by
more than one Indenture  Trustee,  it being understood that nothing herein or in
such supplemental indenture shall constitute such Indenture Trustees co-trustees
of the same  allocated  trust  and that


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<PAGE>

each such  Indenture  Trustee  shall be trustee  of a trust or trusts  hereunder
separate and apart from any trust or trusts hereunder  administered by any other
such Indenture Trustee; and upon the execution and delivery of such supplemental
indenture the  resignation  or removal of the retiring  Indenture  Trustee shall
become  effective  to the  extent  provided  therein  and  each  such  successor
Indenture  Trustee,  without any further act, deed or  conveyance,  shall become
vested with all the rights,  powers, trusts and duties of the retiring Indenture
Trustee with  respect to the Notes to which the  appointment  of such  successor
Indenture  Trustee  relates;  but,  on request  of the  Issuer or any  successor
Indenture Trustee,  such retiring Indenture Trustee shall duly assign,  transfer
and deliver to such successor  Indenture  Trustee all property and money held by
such retiring  Indenture  Trustee hereunder with respect to the Notes of that or
those to which the appointment of such successor Indenture Trustee relates.

            Upon request of any such  successor  Indenture  Trustee,  the Issuer
shall execute any and all  instruments  for more fully and certainly  vesting in
and  confirming  to such  successor  trustee all such rights,  powers and trusts
referred to in the preceding paragraph.

            (c) No  successor  Indenture  Trustee  shall accept  appointment  as
provided  in this  Section  7.9  unless  at the  time of  such  acceptance  such
successor  Indenture  Trustee shall be eligible  under the provisions of Section
7.7 hereof.

            (d) Upon acceptance of appointment by a successor  Indenture Trustee
as  provided  in this  Section  7.9,  the  Servicer  shall  mail  notice  of the
succession of such Indenture Trustee hereunder to each Noteholder at its address
as shown in the Note Register.  If the Servicer fails to mail such notice within
ten days after acceptance of appointment by the successor Indenture Trustee, the
successor  Indenture Trustee shall cause such notice to be mailed at the expense
of the Issuer and the Servicer.

      SECTION 7.10. Merger or Consolidation of Indenture Trustee.

            Any  corporation  into which the Indenture  Trustee may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or  consolidation  to which the  Indenture  Trustee
shall be a party, or any corporation  succeeding to the corporate trust business
of the  Indenture  Trustee,  shall be the  successor  of the  Indenture  Trustee
hereunder,  provided such corporation  shall be eligible under the provisions of
Section 7.7 hereof,  without the execution or filing of any paper or any further
act on the part of any of the parties  hereto,  anything  herein to the contrary
notwithstanding.

      SECTION 7.11.  Appointment of Co-Indenture  Trustee or Separate  Indenture
Trustee.

            (a) At any  time or times  for the  purpose  of  meeting  any  legal
requirement of any jurisdiction in which any part of the Trust Estate may at the
time be located or in which any action of the Indenture  Trustee may be required
to be performed or taken, the Indenture Trustee, the Servicer or the Noteholders
representing at least 66/2/3% of the  Outstanding  Note Balance of each Class of
Notes,  by an instrument in writing  signed by it or them,  may appoint,  at the
reasonable  expense of the Issuer and the Servicer,  one or more  individuals or
corporations  to act as  separate  trustee or separate  trustees or  co-trustee,
acting  jointly  with the  Indenture  Trustee,  of all or any part of the  Trust
Estate,  to the full extent that local law makes it necessary  for such separate
trustee or


                                       53
<PAGE>

separate  trustees or co-trustee  acting  jointly with the Indenture  Trustee to
act.  Notwithstanding  the  appointment  of  any  separate  or  co-trustee,  the
Indenture  Trustee shall remain  obligated and liable for the obligations of the
Indenture Trustee under this Indenture.

            (b) The  Indenture  Trustee  and,  at the  request of the  Indenture
Trustee, the Issuer shall execute,  acknowledge and deliver all such instruments
as may be required by the legal  requirements of any jurisdiction or by any such
separate  trustee or  separate  trustees or  co-trustee  for the purpose of more
fully  confirming  such title,  rights,  or duties to such  separate  trustee or
separate  trustees  or  co-trustee.  Upon  the  acceptance  in  writing  of such
appointment by any such separate trustee or separate trustees or co-trustee, it,
he, she or they shall be vested with such title to the Trust  Estate or any part
thereof,  and with such  rights,  powers,  duties  and  obligations  as shall be
specified in the instrument of appointment,  and such rights, powers, duties and
obligations shall be conferred or imposed upon and exercised or performed by the
Indenture  Trustee,  or the  Indenture  Trustee  and such  separate  trustee  or
separate  trustees or co-trustees  jointly with the Indenture Trustee subject to
all the terms of this Indenture,  except to the extent that under any law of any
jurisdiction  in  which  any  particular  act or acts  are to be  performed  the
Indenture  Trustee shall be  incompetent  or  unqualified to perform such act or
acts,  in which  event such  rights,  powers,  duties and  obligations  shall be
exercised  and  performed  by such  separate  trustee or  separate  trustees  or
co-trustee,  as the case may be. Any  separate  trustee or separate  trustees or
co-trustee  may,  at any  time  by an  instrument  in  writing,  constitute  the
Indenture Trustee its  attorney-in-fact  and agent with full power and authority
to do all acts and things and to exercise  all  discretion  on its behalf and in
its name. In any case any such separate  trustee or co-trustee shall die, become
incapable of acting, resign or be removed, the title to the Trust Estate and all
assets,  property,  rights,  power  duties  and  obligations  and duties of such
separate trustee or co-trustee shall, so far as permitted by law, vest in and be
exercised by the Indenture  Trustee,  without the  appointment of a successor to
such separate trustee or co-trustee unless and until a successor is appointed.

            (c) All  provisions of this  Indenture  which are for the benefit of
the  Indenture  Trustee  shall extend to and apply to each  separate  trustee or
co-trustee appointed pursuant to the foregoing provisions of this Section 7.11.

            (d) Every additional  trustee and separate trustee  hereunder shall,
to the extent  permitted by law, be appointed and act and the Indenture  Trustee
shall act, subject to the following  provisions and conditions:  (i) all powers,
duties  and  obligations  and rights  conferred  upon the  Indenture  Trustee in
respect of the  receipt,  custody,  investment  and  payment of monies  shall be
exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties
and  obligations  conferred  or  imposed  upon the  Indenture  Trustee  shall be
conferred or imposed and  exercised or  performed by the  Indenture  Trustee and
such  additional  trustee or trustees and separate  trustee or trustees  jointly
except  to the  extent  that  under  any law of any  jurisdiction  in which  any
particular  act or acts are to be  performed,  the  Indenture  Trustee  shall be
incompetent  or  unqualified  to perform  such act or acts,  in which event such
rights,  powers,  duties and obligations  (including the holding of title to the
Timeshare  Properties in any such jurisdiction) shall be exercised and performed
by such additional trustee or trustees or separate trustee or trustees; (iii) no
power  hereby  given to, or  exercisable  by,  any such  additional  trustee  or
separate  trustee shall be exercised  hereunder by such trustee  except  jointly
with,  or with the  consent  of,


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<PAGE>

the Indenture Trustee;  and (iv) no trustee hereunder shall be personally liable
by reason of any act or omission of any other trustee hereunder.

            If at any  time,  the  Indenture  Trustee  shall  deem it no  longer
necessary  or prudent in order to conform  to such law,  the  Indenture  Trustee
shall execute and deliver all instruments and agreements  necessary or proper to
remove any additional trustee or separate trustee.

            (e) Any  request,  approval  or consent in writing by the  Indenture
Trustee  to any  additional  trustee or  separate  trustee  shall be  sufficient
warrant to such additional  trustee or separate trustee,  as the case may be, to
take such action as may be so requested, approved or consented to.

            (f)  Notwithstanding  any other  provision of this Section 7.11, the
powers of any additional  trustee or separate  trustee shall not exceed those of
the Indenture Trustee hereunder.

      SECTION 7.12. Paying Agent and Note Registrar Rights.

            So long as the  Indenture  Trustee  is the  Paying  Agent  and  Note
Registrar,  the Paying Agent and Note Registrar shall be entitled to the rights,
benefits and  immunities of the  Indenture  Trustee as set forth in this Article
VII to the same  extent and as fully as though  named in place of the  Indenture
Trustee  herein.  The Paying  Agent shall be  compensated  out of the  Indenture
Trustee Fee.

      SECTION 7.13. Authorization.

            The Issuer hereby  authorizes  and directs the Indenture  Trustee to
enter  into the  Lockbox  Agreement.  Pursuant  to the  Lockbox  Agreement,  the
Indenture  Trustee agrees to cause to be  established  and maintained an account
(the "Lockbox Account") for the benefit of the Noteholders.  The Lockbox Account
will be titled as follows "U.S. Bank National Association,  as Indenture Trustee
of BXG Receivables Note Trust  2004-C-Blocked  Account",  Timeshare  Loan-Backed
Notes,  Series 2004-C".  The Indenture Trustee is authorized and directed to act
as  titleholder  of the  Lockbox  Account  in  accordance  with the terms of the
Lockbox Agreement for the benefit of the Noteholders with interests in the funds
on  deposit in such  accounts.  In  addition,  the  Indenture  Trustee is hereby
authorized  to enter  into,  execute,  deliver and  perform  under,  each of the
applicable Transaction Documents.  The Lockbox Bank will be required to transfer
and will be permitted to withdraw  funds from the Lockbox  Account in accordance
with the Lockbox Agreement.

      SECTION 7.14. Maintenance of Office or Agency.

            The Indenture Trustee will maintain in the Borough of Manhattan, the
City of New  York,  an  office or agency  where  Notes  may be  surrendered  for
registration  of transfer or exchange,  and where notices and demands to or upon
the Indenture  Trustee in respect of the Notes and this Indenture may be served.
The  Indenture  Trustee  will give  prompt  written  notice to the  Issuer,  the
Servicer and the Noteholders of the location, and of any change in the location,
of any such office or agency or shall fail to furnish the Issuer or the Servicer
with the address thereof,  such  surrenders,  notices and demands may be made or
served at the  Corporate  Trust


                                       55
<PAGE>

Office,  and the Issuer hereby  appoints the  Indenture  Trustee as its agent to
receive all such surrenders, notices and demands.

                                 ARTICLE VIII.

                             COVENANTS OF THE ISSUER

      SECTION 8.1. Payment of Principal, Interest and Other Amounts.

            The Issuer will cause the due and punctual  payment of the principal
of, and  interest  on, the Notes in  accordance  with the terms of the Notes and
this Indenture.

      SECTION 8.2. Reserved.

      SECTION 8.3. Money for Payments to Noteholders to Be Held in Trust.

            (a) All  payments  of amounts due and  payable  with  respect to any
Notes  that  are to be made  from  amounts  withdrawn  from the  Trust  Accounts
pursuant to Sections  3.4 or 6.6 hereof shall be made on behalf of the Issuer by
the Indenture  Trustee,  and no amounts so withdrawn from the Collection Account
for payments of Notes shall be paid over to the Issuer under any  circumstances,
except as provided in this Section 8.3, in Section 3.4 or Section 6.6 hereof, as
the case may be.

            (b) In making payments  hereunder,  the Indenture  Trustee will hold
all sums held by it for the payment of amounts due with  respect to the Notes in
trust for the benefit of the Persons  entitled  thereto until such sums shall be
paid to such  Persons or otherwise  disposed of as herein  provided and pay such
sums to such Persons as herein provided.

            (c) Except as  required  by  applicable  law,  any money held by the
Indenture Trustee or the Paying Agent in trust for the payment of any amount due
with respect to any Note shall not bear interest and if remaining  unclaimed for
two years after such amount has become due and payable to the  Noteholder  shall
be discharged  from such trust and,  subject to applicable  escheat laws, and so
long as no Event of Default has occurred and is  continuing,  paid to the Issuer
upon request;  otherwise,  such amounts shall be  redeposited  in the Collection
Account  as  Available  Funds,  and  such  Noteholder  shall  thereafter,  as an
unsecured  general  creditor,  look only to the Issuer for payment  thereof (but
only to the extent of the amounts so paid to the Issuer),  and all  liability of
the Indenture Trustee or the Paying Agent with respect to such trust money shall
thereupon cease;  provided,  however,  that the Indenture  Trustee or the Paying
Agent,  before  being  required  to make any such  repayment,  shall cause to be
published  once,  at the expense  and  direction  of the Issuer,  in a newspaper
published in the English  language,  customarily  published on each Business Day
and of  general  circulation  in the City of New York,  notice  that such  money
remains unclaimed and that, after a date specified  therein,  which shall not be
less than 30 days from the date of such  publication,  any unclaimed  balance of
such money then remaining will be repaid to the Issuer. The Indenture Trustee or
the Paying Agent shall also adopt an employ, at the expense and direction of the
Issuer, any other reasonable means of notification of such repayment (including,
but not limited to, mailing notice of such repayment to Noteholders  whose Notes
have been called but have not been  surrendered for redemption or whose right to
or interest in moneys due and payable but not claimed is determinable)  from the


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<PAGE>

records of the Indenture  Trustee or of any Paying Agent, at the last address of
record for each such Noteholder.

            (d) The Issuer will cause each  Paying  Agent to execute and deliver
to the  Indenture  Trustee an  instrument in which such Paying Agent shall agree
with the Indenture Trustee (and if the Indenture Trustee is the Paying Agent, it
hereby so agrees),  subject to the  provisions  of this Section  8.3,  that such
Paying Agent will:

            (i) give the Indenture  Trustee notice of any occurrence that is, or
      with  notice or with the lapse of time or both would  become,  an Event of
      Default by the Issuer of which it has  actual  knowledge  in the making of
      any payment required to be made with respect to the Notes;

            (ii) at any time  during  the  continuance  of any  such  occurrence
      described in clause (i) above,  upon the written  request of the Indenture
      Trustee,  pay to the  Indenture  Trustee all sums so held in trust by such
      Paying Agent;

            (iii) immediately  resign as a Paying Agent and forthwith pay to the
      Indenture Trustee all sums held by it in trust for the payment of Notes if
      at any time it ceases to meet the standards required to be met by a Paying
      Agent at the time of its appointment; and

            (iv)  comply  with all  requirements  of the Code or any  applicable
      state law with respect to the withholding  from any payments made by it on
      any Notes of any  applicable  withholding  taxes imposed  thereon and with
      respect to any applicable reporting requirements in connection therewith.

      The Issuer may at any time, for the purpose of obtaining the  satisfaction
and discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to pay to the Indenture  Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
as those  upon  which  the sums were held by such  Paying  Agent;  and upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such monies.

      SECTION 8.4. Existence; Merger; Consolidation, etc.

            (a) The Issuer  will keep in full effect its  existence,  rights and
franchises  as a statutory  trust under the laws of the State of  Delaware,  and
will obtain and preserve its  qualification to do business as a foreign business
trust in each jurisdiction in which such  qualification is or shall be necessary
to protect the validity and  enforceability of this Indenture,  the Notes or any
of the Timeshare Loans.

            (b) The Issuer shall at all times observe and comply in all material
respects with (i) all laws applicable to it, (ii) all requirements of law in the
declaration  and  payment  of   distributions,   and  (iii)  all  requisite  and
appropriate  formalities  in the  management of its business and affairs and the
conduct of the transactions contemplated hereby.


                                       57
<PAGE>

            (c) The Issuer shall not (i)  consolidate  or merge with or into any
other Person or convey or transfer its properties and assets substantially as an
entirety  to any other  Person or (ii)  commingle  its assets  with those of any
other Person.

            (d) The Issuer shall not become an "investment company" or under the
"control" of an "investment company" as such terms are defined in the Investment
Company Act of 1940, as amended (or any successor or  amendatory  statute),  and
the rules and regulations  thereunder  (taking into account not only the general
definition of the term "investment company" but also any available exceptions to
such  general  definition);  provided,  however,  that  the  Issuer  shall be in
compliance with this Section 8.4 if it shall have obtained an order exempting it
from  regulation as an "investment  company" so long as it is in compliance with
the conditions imposed in such order.

      SECTION 8.5. Protection of Trust Estate; Further Assurances.

            (a) The Issuer  will from time to time  execute and deliver all such
supplements   and  amendments   hereto  and  all  such   financing   statements,
continuation   statements,   instruments   of  further   assurance,   and  other
instruments,  and will take such other  action as may be  necessary or advisable
to:

            (i) Grant more effectively the assets  comprising all or any portion
      of the Trust Estate;

            (ii)  maintain or preserve  the Lien of this  Indenture or carry out
      more effectively the purposes hereof;

            (iii) publish  notice of, or protect the validity of, any Grant made
      or to be  made  by  this  Indenture  and  perfect  the  security  interest
      contemplated  hereby  in favor  of the  Indenture  Trustee  in each of the
      Timeshare  Loans  and all other  property  included  in the Trust  Estate;
      provided,  that the Issuer shall not be required to cause the  recordation
      of the  Indenture  Trustee's  name as Lien  holder  on the  related  title
      documents for the Timeshare  Properties so long as no Event of Default has
      occurred and is continuing;

            (iv) enforce or cause the  Servicer to enforce any of the  Timeshare
      Loans in accordance with the Servicing Standard,  provided,  however,  the
      Issuer will not cause the  Servicer  to obtain on behalf of the  Indenture
      Trustee or the Noteholders,  any Timeshare Property or to take any actions
      with respect to any property  the result of which would  adversely  affect
      the interests of the Indenture Trustee or the Noteholders (including,  but
      not limited to,  actions  which would cause the  Indenture  Trustee or the
      related    Noteholders    to   be    considered   a   holder   of   title,
      mortgagee-in-possession,  or  otherwise,  or an "owner" or  "operator"  of
      Property not in compliance with applicable environmental statutes); and

            (v) preserve and defend title to the Timeshare Loans  (including the
      right to  receive  all  payments  due or to become  due  thereunder),  the
      interests in the Timeshare  Properties,  or other property included in the
      Trust Estate and preserve and defend the rights of the  Indenture  Trustee
      in the Trust Estate (including the right to receive all


                                       58
<PAGE>

      payments  due or to  become  due  thereunder)  against  the  claims of all
      Persons and parties other than as permitted hereunder.

            (b)  The  Issuer   will  not  take  any  action  and  will  use  its
commercially  reasonable  efforts not to permit any action to be taken by others
that would  release any Person from any of such Person's  material  covenants or
obligations  under any  instrument or agreement  included in the Trust Estate or
that would result in the amendment, hypothecation, subordination, termination or
discharge of, or impair the validity or effectiveness of, any such instrument or
agreement,  except as  expressly  provided in this  Indenture  or the  Custodial
Agreement or such other instrument or agreement.

            (c) The Issuer may contract with or otherwise  obtain the assistance
of other Persons to assist it in performing its duties under this Indenture, and
any performance of such duties by a Person  identified to the Indenture  Trustee
in an Officer's  Certificate of the Issuer shall be deemed to be action taken by
the Issuer, provided,  however, that no appointment of such Person shall relieve
the Issuer of its duties and obligations  hereunder.  Initially,  the Issuer has
contracted with the Servicer,  Indenture  Trustee and the Custodian  pursuant to
this  Indenture  to assist  the  Issuer in  performing  its  duties  under  this
Indenture and the other Transaction Documents.

            (d) The  Issuer  will  punctually  perform  and  observe  all of its
obligations  and  agreements  contained  in  this  Indenture,   the  Transaction
Documents and in the instruments and agreements included in the Trust Estate.

            (e) Without  derogating  from the absolute  nature of the assignment
granted  to the  Indenture  Trustee  under this  Indenture  or the rights of the
Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the
prior written consent of the Indenture Trustee and the Noteholders  representing
at least 66-2/3% of the Outstanding Note Balance of each Class of Notes,  amend,
modify, waive,  supplement,  terminate or surrender,  or agree to any amendment,
modification,  supplement, termination, waiver or surrender of, the terms of any
Timeshare Loan (except to the extent otherwise  provided in this Indenture or in
the Timeshare  Loan  Documents) or the  Transaction  Documents,  or waive timely
performance or observance by the Servicer, the Indenture Trustee, the Custodian,
the Paying Agent or the Depositor under this  Indenture;  and (ii) that any such
amendment  shall not (A) reduce in any manner  the amount of, or  accelerate  or
delay the timing of,  distributions that are required to be made for the benefit
of the  Noteholders or (B) reduce the aforesaid  percentage of the Notes that is
required  to  consent  to  any  such  amendment,  without  the  consent  of  the
Noteholders of all the Outstanding  Notes. If any such amendment,  modification,
supplement or waiver shall be so consented to by the  Indenture  Trustee and the
Noteholders,  the Issuer agrees,  promptly  following a request by the Indenture
Trustee,  to  execute  and  deliver,  at  its  own  expense,   such  agreements,
instruments,  consents  and other  documents as the  Indenture  Trustee may deem
necessary or appropriate in the circumstances.

            The Issuer,  upon the Issuer's failure to do so, hereby  irrevocably
designates  the Indenture  Trustee and the Servicer,  severally,  its agents and
attorneys-in-fact  to execute any financing statement or continuation  statement
or  Assignment  of Mortgage  required  pursuant to this Section  8.5;  provided,
however,  that  such  designation  shall  not be  deemed to create a duty


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<PAGE>

in the  Indenture  Trustee  to monitor  the  compliance  of the Issuer  with the
foregoing  covenants,  and  provided,  further,  that the duty of the  Indenture
Trustee or the  Servicer to execute  any  instrument  required  pursuant to this
Section 8.5 shall arise only if a Responsible  Officer of the Indenture  Trustee
or the Servicer,  as  applicable,  has Knowledge of any failure of the Issuer to
comply with the provisions of this Section 8.5.

      SECTION 8.6. Additional Covenants.

            (a) The Issuer will not:

            (i) sell, transfer,  exchange or otherwise dispose of any portion of
      the Trust Estate except as expressly permitted by this Indenture;

            (ii) claim any credit on, or make any deduction  from, the principal
      of, or interest on, any of the Notes (other than amounts properly withheld
      from such payments under the Code or any  applicable  state law) or assert
      any  claim  against  any  present  or former  Noteholder  by reason of the
      payment  of any taxes  levied or  assessed  upon any  portion of the Trust
      Estate; or

            (iii) engage in any business or activity  other than as permitted by
      this Indenture,  the Trust Agreement and the other  Transaction  Documents
      and any activities  incidental thereto, or amend the Trust Agreement as in
      effect on the  Closing  Date  other  than in  accordance  with  Article XI
      thereof;

            (iv) issue debt of obligations  under any indenture  other than this
      Indenture;

            (v) incur or  assume,  directly  or  indirectly,  any  indebtedness,
      except for such  indebtedness as may be incurred by the Issuer pursuant to
      this Indenture,  or guaranty any indebtedness or other  obligations of any
      Person (other than the Timeshare Loans), or own,  purchase,  repurchase or
      acquire (or agree contingently to do so) any stock, obligations, assets or
      securities of, or any other interest in, or make any capital  contribution
      to, any other Person (other than the Timeshare Loans);

            (vi)  dissolve  or  liquidate  in  whole  or in  part  or  merge  or
      consolidate with any other Person;

            (vii) (A) permit the validity or  effectiveness of this Indenture or
      any Grant hereby to be impaired,  or permit the Lien of this  Indenture to
      be amended,  hypothecated,  subordinated,  terminated  or  discharged,  or
      permit any Person to be released from any covenants or  obligations  under
      this Indenture,  except as may be expressly  permitted hereby,  (B) permit
      any lien, charge,  security interest,  mortgage or other encumbrance to be
      created  on or to extend to or  otherwise  arise  upon or burden the Trust
      Estate or any part thereof or any interest therein or the proceeds thereof
      (other  than tax  liens,  mechanics;  liens and other  liens that arise by
      operation of law, in each case on any of the Resort  Interests and arising
      solely as a result of an act or  omission of the  related  Obligor)  other
      than the Lien of this Indenture or (C) except as otherwise contemplated in
      this Indenture, permit the Lien of this Indenture (other than with respect
      to any  Permitted


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<PAGE>

      Liens or such tax,  mechanic's  or other lien) not to  constitute  a valid
      first priority security interest in the Trust Estate

            (viii) take any other  action or fail to take any actions  which may
      cause the Issuer to be taxable as an association  pursuant to Section 7701
      of the Code  and the  corresponding  regulations,  (b) a  publicly  traded
      partnership taxable as a corporation  pursuant to Section 7704 of the Code
      and the corresponding  regulations or (c) a taxable mortgage pool pursuant
      to Section 7701(i) of the Code and the corresponding regulations; and

            (ix) change the location of its principal place of business  without
      the prior notice to the Indenture Trustee and the Noteholders.

            (b) Notice of Events of Default.  Immediately upon the Issuer having
Knowledge of the existence of any condition or event which constitutes a Default
or an Event of Default or a Servicer Event of Default,  the Issuer shall deliver
to the Indenture  Trustee a written  notice  describing its nature and period of
existence  and what action the Issuer is taking or proposes to take with respect
thereto.

            (c) Report on Proceedings. Promptly upon the Issuer's becoming aware
of (i) any proposed or pending investigation of it by any governmental authority
or agency;  or (ii) any pending or proposed court or  administrative  proceeding
which involves or is reasonably  likely to involve the possibility of materially
and  adversely  affecting  the  properties,   business,  prospects,  profits  or
condition  (financial or  otherwise) of the Issuer,  the Issuer shall deliver to
the  Indenture   Trustee  a  written  notice   specifying  the  nature  of  such
investigation  or proceeding and what action the Issuer is taking or proposes to
take with respect thereto and evaluating its merits.

      SECTION 8.7. Taxes.

            The  Issuer  shall  pay all  taxes  when due and  payable  or levied
against its assets, properties or income, including any property that is part of
the Trust Estate, except to the extent the Issuer is contesting the same in good
faith  and has set  aside  adequate  reserves  in  accordance  with GAAP for the
payment thereof.

      SECTION 8.8. Restricted Payments.

            The Issuer shall not,  directly or indirectly,  (i) pay any dividend
or make any  distribution  (by  reduction of capital or  otherwise),  whether in
cash, property, securities or a combination thereof, to the Owner Trustee or any
owner of a beneficial  interest in the Issuer or  otherwise  with respect to any
ownership  or  equity  interest  to  security  in or of  the  Issuer,  the  Club
Originator,  the Depositor or to the Servicer, (ii) redeem, purchase,  retire or
otherwise acquire for value any such ownership or equity interest or security or
(iii)  set  aside or  otherwise  segregate  any  amounts  for any such  purpose;
provided,  however,  that the Issuer may make, or cause to be made, payments and
distributions  to or on  behalf  of  the  Servicer,  the  Club  Originator,  the
Depositor,  the Indenture  Trustee,  the Owner Trustee,  the Noteholders and the
Certificateholders as contemplated by, and to the extent funds are available for
such purpose under, this Indenture,  the Sale Agreement,  the Trust Agreement or
the other  Transaction  Documents.  The Issuer will not, directly or indirectly,
make or cause  to be made  payments  to or  distributions  from  the


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<PAGE>

Collection  Account  except  in  accordance  with this  Indenture  and the other
Transaction Documents.

      SECTION 8.9. Treatment of Notes as Debt for Tax Purposes.

            The Issuer  shall treat the Notes as  indebtedness  for all federal,
state and local income and franchise tax purposes.

      SECTION 8.10. Further Instruments and Acts.

            Upon request of the Indenture  Trustee,  the Issuer will execute and
deliver such further  instruments  and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

                                  ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

      SECTION 9.1. Supplemental Indentures.

            (a) The Issuer and the  Indenture  Trustee,  when  authorized  by an
Issuer  Order,  at any time and from time to time,  may  enter  into one or more
indentures  supplemental  hereto, in form satisfactory to the Indenture Trustee,
for any of the following purposes:

            (i) without the consent of any Noteholder; (x) to correct or amplify
      the  description  of any  property at any time subject to the Lien of this
      Indenture,  or to better  assure,  convey and confirm  unto the  Indenture
      Trustee any  property  subject or required to be  subjected to the Lien of
      this  Indenture;  provided,  such action pursuant to this clause (i) shall
      not adversely affect the interests of the Noteholders in any respect; or

                  (1)   to  evidence   and  provide   for  the   acceptance   of
                        appointment  hereunder by a successor  Indenture Trustee
                        with respect to the Notes and to add to or change any of
                        the  provisions of this  Indenture as shall be necessary
                        to provide for or facilitate the  administration  of the
                        trusts  hereunder  by more than one  Indenture  Trustee,
                        pursuant to the requirements of Section 7.9 hereof; or

                  (2)   to cure any  ambiguity,  to  correct or  supplement  any
                        provision  herein which may be defective or inconsistent
                        with any other  provision  herein,  or to make any other
                        provisions with respect to matters or questions  arising
                        under this Indenture; provided that such action pursuant
                        to this  clause  (2)  shall  not  adversely  affect  the
                        interests of any of the Noteholders of Notes.

            (b) Notwithstanding  anything to the contrary in this Section 9.1 or
this  Indenture,  no  supplement as provided for in this Section 9.1 shall cause
the Issuer to fail to be  treated as a  "qualified  special  purpose  entity" as
defined  in  Financial  Accounting  Standards  Board  Statement  No. 140 (or any
successor Financial Accounting Standards Board Statement).


                                       62
<PAGE>

            (c) The Indenture  Trustee  shall  promptly  deliver,  at least five
Business Days prior to the  effectiveness  thereof,  to each  Noteholder and the
Agent,  a copy of any  supplemental  indenture  entered  into  pursuant  to this
Section 9.1.

      SECTION 9.2. Supplemental Indentures with Consent of Noteholders.

            (a) With the consent of Noteholders representing at least 66-2/3% of
the Outstanding  Note Balance of each Class of Notes then Outstanding and by Act
of said  Noteholders  delivered  to the Issuer and the  Indenture  Trustee,  the
Issuer and the Indenture Trustee may, pursuant to an Issuer Order, enter into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this Indenture or of modifying in any manner the rights of the Noteholders under
this  Indenture;   provided,  that  no  supplemental  indenture  (including  any
supplemental indenture to be entered into pursuant to Section 9.1 hereof) shall,
without the consent of the Noteholder of each Outstanding Note affected thereby,

            (i) change the Stated  Maturity  or Payment  Date of any Note or the
      amount of principal  payments or interest payments or any other amount due
      or to become due on any Payment Date with  respect to any Note,  or change
      the  priority  of  payment  thereof  as set forth  herein,  or reduce  the
      principal amount thereof or the Note Rate thereon,  or change the place of
      payment where, or the coin or currency in which,  any Note or the interest
      thereon  is  payable,  or  impair  the  right  to  institute  suit for the
      enforcement of any such payment on or after the Stated Maturity;

            (ii) reduce the  percentage of the  Outstanding  Note  Balance,  the
      consent  of the  Noteholders  of which is  required  for any  supplemental
      indenture,  for any waiver of compliance with provisions of this Indenture
      or Events of Default and their consequences;

            (iii)  modify any of the  provisions  of this Section 9.2 or Section
      6.13 hereof except to increase any percentage of Noteholders  required for
      any  modification or waiver or to provide that certain other provisions of
      this  Indenture  cannot be modified  or waived  without the consent of the
      Noteholder of each Outstanding Note affected thereby;

            (iv) modify or alter the provisions of the proviso to the definition
      of the term "Outstanding";

            (v) permit the creation of any lien ranking  prior to or on a parity
      with the Lien of this  Indenture  with  respect  to any part of the  Trust
      Estate or terminate the Lien of this Indenture on any property at any time
      subject hereto or deprive any  Noteholder of the security  afforded by the
      Lien of this Indenture; or

            (vi) modify or change Section 2.4 or Article XV.

provided,  no such  supplemental  indenture  may  modify  or  change  any  terms
whatsoever of the Indenture  that could be construed as increasing  the Issuer's
or the Servicer's discretion hereunder.


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<PAGE>

            (b) The Indenture  Trustee  shall  promptly  deliver,  at least five
Business Days prior to the effectiveness thereof to each Noteholder,  the Rating
Agency  (to the  extent  any  Notes  are  rated)  and the  Agent,  a copy of any
supplemental indenture entered into pursuant to Section 9.2(a) hereof.

      SECTION 9.3. Execution of Supplemental Indentures.

            In executing,  or accepting the  additional  trusts  created by, any
supplemental  indenture  (a)  pursuant to Section 9.1 hereof or (b)  pursuant to
Section 9.2 hereof  without the consent of each  Noteholder  of the Notes to the
execution of the same,  or the  modifications  thereby of the trusts  created by
this Indenture, the Indenture Trustee shall be entitled to receive, and (subject
to Section 7.1 hereof) shall be, fully  protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental  indenture is authorized
or  permitted by this  Indenture.  The  Indenture  Trustee may, but shall not be
obligated to, enter into any supplemental  indenture which affects the Indenture
Trustee's own rights, duties, obligations, or immunities under this Indenture or
otherwise.

      SECTION 9.4. Effect of Supplemental Indentures.

            Upon the execution of any supplemental  indenture under this Article
IX,  this  Indenture  shall  be  modified  in  accordance  therewith,  and  such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Noteholder of Notes theretofore or thereafter  authenticated and delivered
hereunder shall be bound thereby.

      SECTION 9.5. Reference in Notes to Supplemental Indentures.

            Notes  authenticated  and  delivered  after  the  execution  of  any
supplemental  indenture  pursuant to this  Article may, and shall if required by
the Indenture Trustee, bear a notation in form approved by the Indenture Trustee
as to any  matter  provided  for in such  supplemental  indenture.  New Notes so
modified as to conform,  in the opinion of the Indenture Trustee and the Issuer,
to any such  supplemental  indenture  may be prepared and executed by the Issuer
and  authenticated  and  delivered  by the  Indenture  Trustee in  exchange  for
Outstanding Notes.

                                   ARTICLE X.

                                   BORROWINGS

      SECTION 10.1.  Optional  Borrowings.  (a) On any Business Day prior to the
Facility  Termination Date (each a "Funding Date"),  and subject to satisfaction
of the following conditions, additional amounts may be borrowed or reborrowed by
the Issuer under the Notes (a  "Borrowing")  and from the  Committed  Purchasers
under the Note Funding Agreement:

            (i) the Custodian shall have delivered to the Indenture  Trustee and
      the  Agent  the  Custodian's   Certification  pursuant  to  the  Custodial
      Agreement  with respect to the  Timeshare  Loan  Documents  related to the
      Timeshare  Loans being  purchased by the  Depositor and the Issuer on such
      Funding Date;


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<PAGE>

            (ii) no Event of Default has occurred and is continuing  and no such
      event would result from the conveyance of such  Timeshare  Loans under the
      Purchase Agreement and the Sale Agreement or hereunder;

            (iii) after giving  effect to the purchase and transfer of Timeshare
      Loans  by  the  Depositor  and  the  Issuer  on  such  Funding  Date,  the
      Outstanding Note Balance shall not exceed the Maximum Facility Balance and
      there shall not be a Borrowing Base Deficiency;

            (iv) after  giving  effect to the purchase and transfer of Timeshare
      Loans by the  Depositor  and the Issuer on such Funding  Date,  each Hedge
      Agreement with Qualified Hedge  Counterparties  shall be in full force and
      effect (it being  understood  that the Agent will  consider  (but will not
      have the  obligation to do so) utilizing the interest rate cap  agreements
      currently held by Bluegreen  Receivables  Finance Corporation V, which may
      be assigned via a novation agreement to the Depositor);

            (v) no  Authorized  Officer  of the  Indenture  Trustee  has  actual
      knowledge or has received notice on or prior to such Funding Date that any
      conditions  to such  transfer  have not been  fulfilled  and the Indenture
      Trustee shall have received such other documents,  opinions,  certificates
      and instruments as the Indenture Trustee may request;

            (vi) the  Servicer  shall  deliver  to the Agent  and the  Indenture
      Trustee, a Borrowing Notice; and

            (vii) each of the conditions set forth in the Note Funding Agreement
      shall have been satisfied.

            (b) Funding  Dates shall not occur more  frequently  than once every
calendar month unless otherwise  approved by the Agent.  Notice of any Borrowing
shall be given by the Issuer to the Agent as  provided  for in the Note  Funding
Agreement.

                                  ARTICLE XI.

                           SATISFACTION AND DISCHARGE

      SECTION 11.1. Satisfaction and Discharge of Indenture.

            (a) This Indenture shall cease to be of further effect (except as to
any  surviving  rights of  registration  of transfer or exchange of Notes herein
expressly  provided  for), and the Indenture  Trustee,  on demand of, and at the
expense  of,  the  Issuer,   shall  execute  proper  instruments   acknowledging
satisfaction and discharge of this Indenture, when:

            (i) either:

                  (1)   all Notes theretofore authenticated and delivered (other
                        than (A) Notes which have been destroyed, lost or stolen
                        and which  have been  replaced  or paid as  provided  in
                        Section 2.5 hereof and (B) Notes for whose payment money
                        has  theretofore  been  deposited in


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<PAGE>

                        trust or segregated  and held in trust by the Issuer and
                        thereafter  repaid to the Issuer or discharged from such
                        trust,  as provided in Section  8.3(c) hereof) have been
                        delivered to the Indenture Trustee for cancellation; or

                  (2)   the final  installments  of  principal on all such Notes
                        not theretofore  delivered to the Indenture  Trustee for
                        cancellation  (x) have  become due and  payable,  or (y)
                        will become due and payable at their Stated Maturity, as
                        applicable   within   one  year,   and  the  Issuer  has
                        irrevocably deposited or caused to be deposited with the
                        Indenture  Trustee in trust an amount  sufficient to pay
                        and discharge the entire  indebtedness on such Notes not
                        theretofore  delivered  to  the  Indenture  Trustee  for
                        cancellation,  for principal and interest to the date of
                        such deposit (in the case of Notes which have become due
                        and payable) or to the Stated Maturity thereof;

            (ii) the Issuer and the Servicer have paid or caused to be paid (out
      of Available Funds or amounts received  pursuant to Article XIV) all other
      sums  payable  hereunder by the Issuer and the Servicer for the benefit of
      the Noteholders and the Indenture Trustee; and

            (iii) the Issuer has delivered to the Indenture Trustee an Officer's
      Certificate  and an Opinion of Counsel,  each stating that all  conditions
      precedent  herein provided for relating to the  satisfaction and discharge
      of this Indenture have been complied with.

At such  time,  the  Indenture  Trustee  shall  deliver  to the Issuer all cash,
securities  and other property held by it as part of the Trust Estate other than
funds  deposited  with the  Indenture  Trustee  pursuant  to Section  11.1(a)(i)
hereof, for the payment and discharge of the Notes.

            (b)   Notwithstanding   the   satisfaction  and  discharge  of  this
Indenture,  the obligations of the Issuer to the Indenture Trustee under Section
7.6 hereof and, if money shall have been  deposited  with the Indenture  Trustee
pursuant to Section  11.1(a)(i) hereof, the obligations of the Indenture Trustee
under Sections 11.2 and 8.3(c) hereof shall survive.

      SECTION  11.2.  Application  of Trust  Money;  Repayment  of Money Held by
Paying Agent.

            Subject  to the  provisions  of  Section  8.3(c)  hereof,  all money
deposited  with the Indenture  Trustee  pursuant to Sections 11.1 and 8.3 hereof
shall be held in trust and applied by the Indenture  Trustee in accordance  with
the  provisions of the Notes,  this  Indenture and the Trust  Agreement,  to the
payment, either directly or through a Paying Agent, as the Indenture Trustee may
determine,  to the Persons entitled  thereto,  of the principal and interest for
whose payment such money has been deposited with the Indenture Trustee.

            In connection with the satisfaction and discharge of this Indenture,
all moneys than held by any Paying Agent other than the Indenture  Trustee under
the provisions of this Indenture with respect to the Notes shall, upon demand of
the Issuer, be paid to the Indenture


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<PAGE>

Trustee to be held and applied  according  to Section  3.2 hereof and  thereupon
such Paying Agent shall be released from all further  liability  with respect to
such moneys.

      SECTION 11.3. Trust Termination Date.

            Upon the full application of (a) moneys  deposited  pursuant to this
Article XI or (b) proceeds of the  Timeshare  Loans  pursuant to Sections 3.4 or
6.6 hereof,  the Trust Estate created by this Indenture  shall be deemed to have
terminated and all Liens granted hereunder shall be released.

                                  ARTICLE XII.

                  REPRESENTATIONS AND WARRANTIES AND COVENANTS

      SECTION 12.1. Representations and Warranties of the Issuer.

            The Issuer  represents  and warrants to the Indenture  Trustee,  the
Servicer,  the Backup  Servicer and the  Noteholders  as of the Closing Date and
each Funding Date, as follows:

            (a) Organization and Good Standing.  The Issuer has been duly formed
and is  validly  existing  and in good  standing  under the laws of the State of
Delaware,  with power and  authority  to own its  properties  and to conduct its
business  as  presently  conducted  and has the power and  authority  to own and
convey all of its  properties  and to execute and deliver this Indenture and the
Transaction  Documents and to perform the transactions  contemplated  hereby and
thereby;

            (b) Binding Obligation. This Indenture and the Transaction Documents
to which it is a party have each been duly  executed and  delivered on behalf of
the Issuer and this  Indenture  and each  Transaction  Document to which it is a
party  constitutes  a  legal,   valid  and  binding  obligation  of  the  Issuer
enforceable in accordance with its terms except as may be limited by bankruptcy,
insolvency,  moratorium or other similar laws affecting creditors' rights and by
general principles of equity;

            (c) No Consents Required.  No consent of, or other action by, and no
notice to or filing with,  any  Governmental  Authority  or any other party,  is
required for the due execution,  delivery and  performance by the Issuer of this
Indenture or any of the  Transaction  Documents or for the  perfection of or the
exercise by the Indenture  Trustee or the  Noteholders of any of their rights or
remedies thereunder which have not been duly obtained;

            (d) No Violation.  The consummation of the transaction  contemplated
by this  Indenture  and the  fulfillment  of the terms hereof shall not conflict
with,  result in any material  breach of any of the terms and provisions of, nor
constitute  (with or  without  notice  or lapse of time) a  default  under,  the
organizational  documents of the Issuer,  or any  indenture,  agreement or other
instrument to which the Issuer is a party or by which it is bound; nor result in
the creation or  imposition of any Lien upon any of its  properties  pursuant to
the terms of any such indenture,  agreement or other instrument (other than this
Indenture);


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<PAGE>

            (e)  No  Proceedings.  There  is no  pending  or,  to  the  Issuer's
Knowledge,  threatened  action,  suit or proceeding,  nor any injunction,  writ,
restraining  order or other order of any nature against or affecting the Issuer,
its  officers or  directors,  or the  property  of the  Issuer,  in any court or
tribunal,  or before any arbitrator of any kind or before or by any Governmental
Authority  (i)  asserting  the  invalidity  of  this  Indenture  or  any  of the
Transaction  Documents,  (ii) seeking to prevent the sale and  assignment of any
Timeshare  Loan  or the  consummation  of any of the  transactions  contemplated
thereby,  (iii) seeking any  determination  or ruling that might  materially and
adversely  affect (A) the  performance by the Issuer of this Indenture or any of
the Transaction Documents or the interests of the Noteholders,  (B) the validity
or enforceability of this Indenture or any of the Transaction Documents, (C) any
Timeshare  Loan, or (D) the Intended Tax  Characterization,  or (iv) asserting a
claim for payment of money  adverse to the Issuer or the conduct of its business
or  which  is  inconsistent  with  the  due  consummation  of  the  transactions
contemplated by this Indenture or any of the Transaction Documents;

            (f) Issuer Not Insolvent.  The Issuer is solvent and will not become
insolvent after giving effect to the transactions contemplated by this Indenture
and each of the Transaction Documents;

            (g)  Name.  The  legal  name of the  Issuer  is as set  forth in the
signature  page of this  Indenture and the Issuer does not have any  tradenames,
fictitious names, assumed names or "doing business as" names.

      SECTION 12.2. Representations and Warranties of the Servicer.

            The  Servicer  hereby  represents  and  warrants  to  the  Indenture
Trustee, the Issuer, the Backup Servicer and the Noteholders,  as of the Closing
Date and each Funding Date, the following:

            (a) Organization and Authority. The Servicer:

            (i) is a corporation  duly organized,  validly  existing and in good
      standing under the laws of the State of Massachusetts;

            (ii) has all  requisite  power and  authority to own and operate its
      properties  and to conduct its  business  as  currently  conducted  and as
      proposed to be conducted as contemplated  by the Transaction  Documents to
      which it is a party, to enter into the  Transaction  Documents to which it
      is a party and to perform its obligations under the Transaction  Documents
      to which it is a party; and

            (iii)  has made all  filings  and  holds  all  material  franchises,
      licenses,  permits and registrations  which are required under the laws of
      each  jurisdiction in which the properties  owned (or held under lease) by
      it or the  nature  of  its  activities  makes  such  filings,  franchises,
      licenses, permits or registrations necessary,  except where the failure to
      make such filing will not have a material  adverse effect on the Servicer,
      activities or its ability to perform its obligations under the Transaction
      Documents.

            (b)  Place  of  Business.  The  address  of the  principal  place of
business  and chief  executive  office of the  Servicer is 4960  Conference  Way
North,  Suite 100,  Boca Raton,  Florida


                                       68
<PAGE>

33431 and  there  have  been no other  such  locations  during  the  immediately
preceding four months.

            (c) Compliance with Other  Instruments,  etc. The Servicer is not in
violation of any term of its  certificate  of  incorporation  and  by-laws.  The
execution, delivery and performance by the Servicer of the Transaction Documents
to which it is a party do not and will  not (i)  conflict  with or  violate  the
organizational  documents of the  Servicer,  (ii)  conflict  with or result in a
breach of any of the terms, conditions or provisions of, or constitute a default
under,  or result in the creation of any Lien on any of the properties or assets
of the Servicer  pursuant to the terms of any  instrument  or agreement to which
the Servicer is a party or by which it is bound where such conflict would have a
material  adverse effect on the Servicer's  activities or its ability to perform
its obligations under the Transaction  Documents or (iii) require any consent of
or other action by any trustee or any creditor of, any lessor to or any investor
in the Servicer.

            (d) Compliance with Law. The Servicer is in material compliance with
all statutes,  laws and ordinances and all governmental rules and regulations to
which it is subject,  the  violation  of which,  either  individually  or in the
aggregate, could materially adversely affect its business, earnings,  properties
or condition (financial or other). The internal policies and procedures employed
by the Servicer are in material  compliance with all applicable  statutes,  laws
and  ordinances  and all  governmental  rules and  regulations.  The  execution,
delivery and performance of the Transaction  Documents to which it is a party do
not and will not cause the Servicer to be in violation of any law or  ordinance,
or any order,  rule or  regulation,  of any federal,  state,  municipal or other
governmental or public  authority or agency where such violation  would,  either
individually  or in the  aggregate,  materially  adversely  affect its business,
earnings, properties or condition (financial or other).

            (e) Pending Litigation or Other Proceedings. There is no pending or,
to the best of the Servicer's Knowledge,  threatened action, suit, proceeding or
investigation   before  any  court,   administrative   agency,   arbitrator   or
governmental body against or affecting the Servicer which, if decided adversely,
would  materially  and  adversely   affect  (i)  the  condition   (financial  or
otherwise),  business or  operations  of the  Servicer,  (ii) the ability of the
Servicer to perform its obligations  under, or the validity or enforceability of
this Indenture or any other  documents or transactions  contemplated  under this
Indenture,  (iii) any  property or title of any Obligor to any  Property or (iv)
the Indenture  Trustee's  ability to foreclose or otherwise enforce the Liens of
the Timeshare Loans.

            (f) Taxes.  The Servicer has filed all tax returns  (federal,  state
and  local)  which  are  required  to be filed  and has paid all  taxes  related
thereto,  other than those which are being  contested in good faith or where the
failure  to  file  or pay  would  not  have a  material  adverse  effect  on the
Servicer's  activities  or its  ability to  perform  its  obligations  under the
Transaction Documents.

            (g) Transactions in Ordinary Course.  The transactions  contemplated
by this Indenture are in the ordinary course of business of the Servicer.


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<PAGE>

            (h) Securities Laws. The Servicer 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.

            (i)  Proceedings.  The  Servicer  has taken all action  necessary to
authorize the execution and delivery by it of the Transaction Documents to which
it is a party and the performance of all obligations to be performed by it under
the Transaction Documents.

            (j)  Defaults.  The  Servicer 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, which default would have
a material adverse effect on the transactions contemplated hereunder; and to the
Servicer's  Knowledge,  no event has occurred which with notice or lapse of time
or both would  constitute  such a default  with  respect to any such  agreement,
contract,  instrument  or  indenture,  or with  respect to any such order of any
court, administrative agency, arbitrator or governmental body.

            (k) Insolvency.  The Servicer is solvent.  Prior to the date hereof,
the Servicer did not, and is not about to, engage in any business or transaction
for  which  any  property  remaining  with  the  Servicer  would  constitute  an
unreasonably small amount of capital. In addition, the Servicer has not incurred
debts that would be beyond the Servicer's ability to pay as such debts matured.

            (l) No Consents.  No prior consent,  approval or  authorization  of,
registration,  qualification, designation, declaration or filing with, or notice
to any federal,  state or local  governmental or public authority or agency, is,
was or will be required for the valid execution, delivery and performance by the
Servicer of the Transaction  Documents to which it is a party.  The Servicer has
obtained all consents,  approvals or authorizations of, made all declarations or
filings with, or given all notices to, all federal,  state or local governmental
or public  authorities or agencies which are necessary for the continued conduct
by the Servicer of its respective  businesses as now conducted,  other than such
consents, approvals,  authorizations,  declarations,  filings and notices which,
neither  individually nor in the aggregate,  materially and adversely affect, or
in the future will  materially  and adversely  affect,  the business,  earnings,
prospects, properties or condition (financial or other) of the Servicer.

            (m) Name.  The  legal  name of the  Servicer  is as set forth in the
signature page of this Indenture and the Servicer does not have any  tradenames,
fictitious names, assumed names or "doing business as" names.

            (n) Information. No document, certificate or report furnished by the
Servicer,  in writing,  pursuant to this  Indenture  or in  connection  with the
transactions  contemplated  hereby,  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,  in light of
the circumstances under which they were made, not misleading. There are no facts
relating to the  Servicer  as of the  Closing  Date which when taken as a whole,
materially adversely affect the financial condition or assets or business of the
Servicer,  or which may  impair  the  ability of the  Servicer  to  perform  its
obligations under this Indenture, which have not been disclosed herein or


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<PAGE>

in the  certificates  and  other  documents  furnished  by or on  behalf  of the
Servicer pursuant hereto or thereto  specifically for use in connection with the
transactions contemplated hereby or thereby.

            (o) Ratings.  Each of the Resorts specified in Exhibit I hereto has,
as of the Closing Date, ratings at least equal to the ratings specified therein.

            (p) ACH Form.  The  Servicer  has  delivered  a form of the ACH Form
attached to the Sale Agreement to the Backup Servicer for its review.

            (q) Credit Policy and Collection  Policy.  Each of the Credit Policy
and  the  Collection  Policy  attached  hereto  as  Exhibit  J  and  Exhibit  K,
respectively,  fairly  represent  the  policies  of the  Servicer  and  each  is
materially  consistent with the customary standard of prudent servicers of loans
secured by timeshare  interests (it being  understood that the Servicer does not
review  credit  bureau  reports or credit scores issued by Fair Isaacs & Company
prior to loan origination).

      SECTION 12.3. Representations and Warranties of the Indenture Trustee.

            The  Indenture   Trustee  hereby  represents  and  warrants  to  the
Servicer,  the Issuer, the Backup Servicer and the Noteholders as of the Closing
Date and each Funding Date, the following:

            (a) The Indenture  Trustee is a national  banking  association  duly
organized,  validly  existing and in good standing  under the laws of the United
States.

            (b) The  execution  and  delivery  of this  Indenture  and the other
Transaction  Documents  to which  the  Indenture  Trustee  is a  party,  and the
performance  and  compliance  with the  terms of this  Indenture  and the  other
Transaction Documents to which the Indenture Trustee is a party by the Indenture
Trustee,  will not violate the Indenture Trustee's  organizational  documents or
constitute a default (or an event which,  with notice or lapse of time, or both,
would  constitute  a default)  under,  or result in a breach  of,  any  material
agreement or other material  instrument to which it is a party or by which it is
bound.

            (c) Except to the extent that the laws of certain  jurisdictions  in
which any part of the Trust Estate may be located  require that a co-trustee  or
separate  trustee  be  appointed  to  act  with  respect  to  such  property  as
contemplated  herein,  the Indenture Trustee has the full power and authority to
carry on its business as now being  conducted  and to enter into and  consummate
all  transactions  contemplated  by this  Indenture  and the  other  Transaction
Documents,  has duly authorized the execution,  delivery and performance of this
Indenture and the other  Transaction  Documents to which it is a party,  and has
duly executed and delivered this Indenture and the other  Transaction  Documents
to which it is a party.

            (d)  This  Indenture,  assuming  due  authorization,  execution  and
delivery by the other parties hereto, constitutes a valid and binding obligation
of  the  Indenture  Trustee,   enforceable  against  the  Indenture  Trustee  in
accordance  with  the  terms  hereof,  subject  to  (i)  applicable  bankruptcy,
insolvency, reorganization,  moratorium and other laws affecting the enforcement
of  creditors'  rights  generally  and the rights of creditors of banks and (ii)
general


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<PAGE>

principles of equity,  regardless of whether such enforcement is considered in a
proceeding in equity or at law.

            (e) The Indenture  Trustee is not in violation of, and its execution
and delivery of this Indenture and the other  Transaction  Documents to which it
is a party and its  performance  and compliance with the terms of this Indenture
and the other Transaction Documents to which it is a party will not constitute a
violation  of,  any law,  any order or decree  of any court or  arbiter,  or any
order,  regulation  or demand of any  federal,  state or local  governmental  or
regulatory authority, which violation, in the Indenture Trustee's good faith and
reasonable judgment, is likely to affect materially and adversely the ability of
the Indenture Trustee to perform its obligations under any Transaction  Document
to which it is a party.

            (f) No  litigation  is  pending  or,  to the  best of the  Indenture
Trustee's   knowledge,   threatened  against  the  Indenture  Trustee  that,  if
determined  adversely to the  Indenture  Trustee,  would  prohibit the Indenture
Trustee from entering into any  Transaction  Document to which it is a party or,
in the Indenture  Trustee's  good faith and  reasonable  judgment,  is likely to
materially and adversely affect the ability of the Indenture  Trustee to perform
its obligations under any Transaction Document to which it is a party.

            (g) Any consent,  approval,  authorization  or order of any court or
governmental agency or body required for the execution, delivery and performance
by the Indenture  Trustee of or  compliance  by the  Indenture  Trustee with the
Transaction  Documents  to  which  it is a  party  or  the  consummation  of the
transactions  contemplated by the Transaction Documents has been obtained and is
effective.

      SECTION 12.4. Multiple Roles.

            The parties expressly  acknowledge and consent to U.S. Bank National
Association,  acting in the  multiple  roles of  Indenture  Trustee,  the Paying
Agent, the successor  Servicer (in the event the Backup Servicer shall not serve
as the successor  Servicer) and the  Custodian.  U.S. Bank National  Association
may,  in such  capacities,  discharge  its  separate  functions  fully,  without
hindrance  or  regard  to  conflict  of  interest  principles,  duty of  loyalty
principles  or other  breach of  fiduciary  duties to the  extent  that any such
conflict or breach arises from the performance by U.S. Bank National Association
of express duties set forth in this Indenture in any of such capacities,  all of
which defenses,  claims or assertions are hereby  expressly  waived by the other
parties hereto, except in the case of negligence (other than errors in judgment)
and willful misconduct by U.S. Bank National Association.

      SECTION 12.5. [Reserved].

      SECTION 12.6. Covenants of the Club Trustee.

            Until the date on which  each  Class of Notes has been paid in full,
the Club Trustee hereby covenants that:

            (a) No Conveyance.  The Club Trustee agrees not to convey any Resort
Interest  (as  defined in the Club Trust  Agreement)  in the Club  relating to a
Timeshare Loan unless the Indenture  Trustee shall have issued an instruction to
the Club  Trustee  pursuant to Section


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<PAGE>

8.07(c) of the Club Trust  Agreement  in  connection  with its  exercise  of its
rights  as an  Interest  Holder  Beneficiary  (as  defined  in  the  Club  Trust
Agreement) under Section 7.02 of the Club Trust Agreement.

            (b) Separate Corporate Existence. The Club Trustee shall:

                        (i)  Maintain  its  own  deposit  account  or  accounts,
                  separate from those of any Affiliate,  with commercial banking
                  institutions.  The  funds  of the  Club  Trustee  will  not be
                  diverted  to any  other  Person  or for  other  than  trust or
                  corporate uses of the Club Trustee, as applicable.

                        (ii) Ensure that,  to the extent that it shares the same
                  officers  or  other  employees  as any  of  its  stockholders,
                  beneficiaries or Affiliates,  the salaries of and the expenses
                  related  to  providing  benefits  to such  officers  and other
                  employees shall be fairly  allocated among such entities,  and
                  each such  entity  shall bear its fair share of the salary and
                  benefit  costs  associated  with all such common  officers and
                  employees.

                        (iii) Ensure  that,  to the extent that the Club Trustee
                  and the Servicer (together with their respective  stockholders
                  or  Affiliates)  jointly do business  with  vendors or service
                  providers or share overhead expenses, the costs incurred in so
                  doing shall be allocated fairly among such entities,  and each
                  such entity  shall bear its fair share of such  costs.  To the
                  extent that the Club Trustee and the Servicer  (together  with
                  their respective  stockholders or Affiliates) do business with
                  vendors  or  service  providers  when the goods  and  services
                  provided are  partially  for the benefit of any other  Person,
                  the costs incurred in so doing shall be fairly allocated to or
                  among such  entities for whose  benefit the goods and services
                  are  provided,  and each such entity shall bear its fair share
                  of such costs. All material  transactions between Club Trustee
                  and any of its  Affiliates  shall be only on an  arms'  length
                  basis.

                        (iv) To the extent that the Club  Trustee and any of its
                  stockholders,  beneficiaries or Affiliates have offices in the
                  same  location,   there  shall  be  a  fair  and   appropriate
                  allocation of overhead  costs among them, and each such entity
                  shall bear its fair share of such expenses.

                        (v) Conduct its affairs  strictly in accordance with the
                  Club Trust  Agreement or its amended and restated  articles of
                  incorporation,  as  applicable,  and  observe  all  necessary,
                  appropriate and customary  corporate  formalities,  including,
                  but  not   limited   to,   holding  all  regular  and  special
                  stockholders',  trustees' and directors' meetings  appropriate
                  to authorize all trust and corporate action,  keeping separate
                  and accurate minutes of its meetings,  passing all resolutions
                  or consents  necessary  to  authorize  actions  taken or to be
                  taken,  and maintaining  accurate and separate books,  records
                  and  accounts,  including,  but not  limited  to,  payroll and
                  intercompany transaction accounts.


                                       73
<PAGE>

            (c) Merger or Consolidation.  The Club Trustee shall not consolidate
with  or  merge  into  any  other  corporation  or  convey,  transfer  or  lease
substantially  all  of its  assets  as an  entirety  to any  Person  unless  the
corporation formed by such consolidation or into which the Club Trustee,  as the
case may be, has merged or the Person which acquires by conveyance,  transfer or
lease  substantially all the assets of the Club Trustee,  as the case may be, as
an entirety,  can lawfully perform the obligations of the Club Trustee hereunder
and  executes  and  delivers to the  Indenture  Trustee an agreement in form and
substance  reasonably  satisfactory  to the Indenture  Trustee which contains an
assumption  by such  successor  entity of the due and punctual  performance  and
observance  of each  covenant  and  condition to be performed or observed by the
Club Trustee under this Indenture.

            (d) Corporate Matters.  Notwithstanding  any other provision of this
Section 12.6 and any  provision of law, the Club Trustee shall not do any of the
following:

                        (i) engage in any business or activity other than as set
                  forth  herein  or in or as  contemplated  by  the  Club  Trust
                  Agreement   or  its   amended   and   restated   articles   of
                  incorporation, as applicable;

                        (ii) without the  affirmative  vote of a majority of the
                  members  of the  board of  directors  (or  Persons  performing
                  similar functions) of the Club Trustee (which must include the
                  affirmative  vote of at least one duly  appointed  Independent
                  Director  (as  defined  in the  Club  Trust  Agreement)),  (A)
                  dissolve  or  liquidate,  in whole or in  part,  or  institute
                  proceedings  to be  adjudicated  bankrupt  or  insolvent,  (B)
                  consent  to  the   institution  of  bankruptcy  or  insolvency
                  proceedings against it, (C) file a petition seeking or consent
                  to  reorganization  or relief under any applicable  federal or
                  state  law  relating  to   bankruptcy,   (D)  consent  to  the
                  appointment  of a  receiver,  liquidator,  assignee,  trustee,
                  sequestrator (or other similar official) of the corporation or
                  a  substantial  part  of its  property,  (E)  make  a  general
                  assignment for the benefit of creditors,  (F) admit in writing
                  its  inability to pay its debts  generally as they become due,
                  (G) terminate  the Club  Managing  Entity as manager under the
                  Club Management  Agreement or (H) take any corporate action in
                  furtherance  of the  actions  set forth in clauses (A) through
                  (G) above; provided, however, that no director may be required
                  by any  shareholder  or  beneficiary  of the Club  Trustee  to
                  consent  to  the   institution  of  bankruptcy  or  insolvency
                  proceedings against the Club Trustee so long as it is solvent;

                        (iii) merge or consolidate  with any other  corporation,
                  company  or  entity  or sell all or  substantially  all of its
                  assets or acquire  all or  substantially  all of the assets or
                  capital  stock  or  other  ownership  interest  of  any  other
                  corporation, company or entity; or

                        (iv)  with  respect  to  the  Club  Trustee,   amend  or
                  otherwise   modify  its  amended  and  restated   articles  of
                  incorporation or any definitions contained therein in a manner
                  adverse to the Indenture Trustee or any Noteholder without the
                  prior written consent of the Agent.


                                       74
<PAGE>

            (e) The Club Trustee shall not incur any indebtedness other than (i)
trade payables and operating expenses (including taxes) incurred in the ordinary
course  of  business  or (ii) in  connection  with  servicing  Resort  Interests
included  in  the  Club's  trust  estate  in the  ordinary  course  of  business
consistent  with  past  practices;  provided,  that in no event  shall  the Club
Trustee incur indebtedness for borrowed money.

      SECTION 12.7. Representations and Warranties of the Backup Servicer.

            The Backup Servicer hereby  represents and warrants to the Indenture
Trustee,  the Issuer,  the Servicer and the Noteholders,  as of the Closing Date
and each Funding Date, the following

            (i) is a corporation  duly organized,  validly  existing and in good
      standing under the laws of the State of Arizona;

            (ii) has all  requisite  power and  authority to own and operate its
      properties  and to conduct its  business  as  currently  conducted  and as
      proposed to be conducted as contemplated  by the Transaction  Documents to
      which it is a party, to enter into the  Transaction  Documents to which it
      is a party and to perform its obligations under the Transaction  Documents
      to which it is a party; and

            (iii)  has made all  filings  and  holds  all  material  franchises,
      licenses,  permits and registrations  which are required under the laws of
      each  jurisdiction in which the properties  owned (or held under lease) by
      it or the  nature  of  its  activities  makes  such  filings,  franchises,
      licenses, permits or registrations necessary,  except where the failure to
      make such  filing  will not have a material  adverse  effect on the Backup
      Servicer  activities or its ability to perform its  obligations  under the
      Transaction Documents.

            (b)  Place  of  Business.  The  address  of the  principal  place of
business and chief  executive  office of the Backup  Servicer is as set forth in
Section 13.3 and there have been no other such locations  during the immediately
preceding four months.

            (c) Compliance with Other  Instruments,  etc. The Backup Servicer is
not in violation of any term of its  certificate of  incorporation  and by-laws.
The  execution,   delivery  and  performance  by  the  Backup  Servicer  of  the
Transaction  Documents  to which it is a party do not and will not (i)  conflict
with or  violate  the  organizational  documents  of the Backup  Servicer,  (ii)
conflict  with  or  result  in a  breach  of  any of the  terms,  conditions  or
provisions of, or constitute a default  under,  or result in the creation of any
Lien on any of the properties or assets of the Backup  Servicer  pursuant to the
terms of any instrument or agreement to which the Backup  Servicer is a party or
by which it is bound where such conflict would have a material adverse effect on
the Backup Servicer's activities or its ability to perform its obligations under
the Transaction Documents or (iii) require any consent of or other action by any
trustee or any creditor of, any lessor to or any investor in the Servicer.

            (d)  Compliance  with  Law.  The  Backup  Servicer  is  in  material
compliance with all statutes, laws and ordinances and all governmental rules and
regulations to which it is subject,  the violation of which, either individually
or in the aggregate,  could materially adversely affect its business,  earnings,
properties or condition (financial or other). The internal policies


                                       75
<PAGE>

and procedures  employed by the Backup Servicer are in material  compliance with
all applicable  statutes,  laws and ordinances  and all  governmental  rules and
regulations.  The  execution,   delivery  and  performance  of  the  Transaction
Documents  to which it is a party do not and will not cause the Backup  Servicer
to be in violation of any law or ordinance, or any order, rule or regulation, of
any federal,  state,  municipal  or other  governmental  or public  authority or
agency where such  violation  would,  either  individually  or in the aggregate,
materially  adversely  affect its  business,  earnings,  properties or condition
(financial or other).

            (e) Pending Litigation or Other Proceedings. There is no pending or,
to the  best  of the  Backup  Servicer's  Knowledge,  threatened  action,  suit,
proceeding or investigation before any court,  administrative agency, arbitrator
or governmental  body against or affecting the Backup Servicer which, if decided
adversely, would materially and adversely affect (i) the condition (financial or
otherwise),  business or operations of the Backup Servicer,  (ii) the ability of
the Backup  Servicer  to perform  its  obligations  under,  or the  validity  or
enforceability  of  this  Indenture  or  any  other  documents  or  transactions
contemplated under this Indenture, (iii) any property or title of any Obligor to
any Property or (iv) the Indenture  Trustee's  ability to foreclose or otherwise
enforce the Liens of the Timeshare Loans.

            (f) Taxes.  The Backup Servicer has filed all tax returns  (federal,
state and local) which are  required to be filed and has paid all taxes  related
thereto,  other than those which are being  contested in good faith or where the
failure  to file or pay would not have a material  adverse  effect on the Backup
Servicer's  activities  or its  ability to  perform  its  obligations  under the
Transaction Documents.

            (g) Transactions in Ordinary Course.  The transactions  contemplated
by this Indenture are in the ordinary course of business of the Backup Servicer.

            (h)  Securities  Laws.  The Backup  Servicer  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.

            (i) Proceedings.  The Backup Servicer has taken all action necessary
to authorize the execution  and delivery by it of the  Transaction  Documents to
which it is a party and the performance of all obligations to be performed by it
under the Transaction Documents.

            (j)  Defaults.  The  Backup  Servicer  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, which default
would have a material adverse effect on the transactions contemplated hereunder;
and to the Backup Servicer's Knowledge,  no event has occurred which with notice
or lapse of time or both would  constitute  such a default  with  respect to any
such agreement,  contract,  instrument or indenture, or with respect to any such
order of any court, administrative agency, arbitrator or governmental body.

            (k) Insolvency.  The Backup  Servicer is solvent.  Prior to the date
hereof, the Backup Servicer did not, and is not about to, engage in any business
or transaction  for which any property  remaining with the Backup Servicer would
constitute an unreasonably small amount of


                                       76
<PAGE>

capital.  In addition,  the Backup Servicer has not incurred debts that would be
beyond the Backup Servicer's ability to pay as such debts matured.

            (l) No Consents.  No prior consent,  approval or  authorization  of,
registration,  qualification, designation, declaration or filing with, or notice
to any federal,  state or local  governmental or public authority or agency, is,
was or will be required for the valid execution, delivery and performance by the
Backup Servicer of the Transaction  Documents to which it is a party. The Backup
Servicer has obtained all  consents,  approvals or  authorizations  of, made all
declarations  or filings  with,  or given all notices to, all federal,  state or
local governmental or public authorities or agencies which are necessary for the
continued  conduct by the Backup  Servicer of its  respective  businesses as now
conducted, other than such consents,  approvals,  authorizations,  declarations,
filings and notices which, neither individually nor in the aggregate, materially
and adversely affect, or in the future will materially and adversely affect, the
business, earnings,  prospects,  properties or condition (financial or other) of
the Backup Servicer.

            (m) Name.  The legal name of the Backup  Servicer is as set forth in
the signature page of this Indenture,  and the Backup Servicer does not have any
tradenames, fictitious names, assumed names or "doing business as" names.

            (n) Information. No document, certificate or report furnished by the
Backup  Servicer,  in writing,  pursuant to this Indenture or in connection with
the transactions  contemplated  hereby,  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,  in
light of the circumstances under which they were made, not misleading. There are
no facts relating to the Backup Servicer as of the Closing Date which when taken
as a whole,  materially  adversely  affect the financial  condition or assets or
business of the Backup  Servicer,  or which may impair the ability of the Backup
Servicer  to  perform  its  obligations   under  this  Indenture  or  any  other
Transaction  Document  to  which it is a party,  which  have not been  disclosed
herein or in the certificates  and other documents  furnished by or on behalf of
the Servicer pursuant hereto or thereto  specifically for use in connection with
the transactions contemplated hereby or thereby.

                                  ARTICLE XIII.

                                  MISCELLANEOUS

      SECTION  13.1.  Officer's   Certificate  and  Opinion  of  Counsel  as  to
Conditions Precedent.

            Upon any request or  application by the Issuer (or any other obligor
in respect of the Notes) to the Indenture  Trustee to take any action under this
Indenture,  the Issuer (or such other  obligor)  shall  furnish to the Indenture
Trustee:

            (a) an Officer's Certificate (which shall include the statements set
forth in  Section  13.2  hereof)  stating  that  all  conditions  precedent  and
covenants,  if any,  provided  for in this  Indenture  relating to the  proposed
action have been complied with; and


                                       77
<PAGE>

            (b) at the request of the Indenture  Trustee,  an Opinion of Counsel
(which shall include the  statements  set forth in Section 13.2 hereof)  stating
that,  in the  opinion  of such  counsel,  all  such  conditions  precedent  and
covenants have been complied with.

      SECTION 13.2. Statements Required in Certificate or Opinion.

            Each  certificate  or  opinion  with  respect to  compliance  with a
condition or covenant provided for in this Indenture shall include:

            (a) a statement  that the Person making such  certificate or opinion
has read such covenant or condition;

            (b) a brief  statement as to the nature and scope of the examination
or  investigation  upon  which the  statements  or  opinions  contained  in such
certificate or opinion are based;

            (c) a statement  that,  in the opinion of such  Person,  he has made
such  examination or  investigation  as is necessary to enable him to express an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied with; and

            (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with.

      SECTION 13.3. Notices.

            (a) All communications,  instructions, directions and notices to the
parties  thereto shall be (i) in writing (which may be by telecopy,  followed by
delivery of original documentation within one Business Day), (ii) effective when
received and (iii)  delivered or mailed first class mail,  postage prepaid to it
at the following address:

            If to the Issuer:

            BXG Receivables Note Trust 2004-C
            c/o Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890
            Attention: Corporate Trust Administration
            Telecopier No.: (302) 651-8882

            With a copy to:

            Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
            150 West Flagler Street
            Miami, Florida 33130
            Attention: Stuart D. Ames
            Telecopier No.: (302) 789-3395


                                       78
<PAGE>

       If to the Club Trustee:

       Vacation Trust, Inc.
       4950 Communication Avenue
       Suite 900
       Boca Raton, Florida 33431
       Attention: James R. Martin
       Telecopier No.: (561) 912-7999

       If to the Servicer:

       Bluegreen Corporation
       4960 Conference Way North, Suite 100
       Boca Raton, Florida 33431
       Attention:  John Chiste, Senior Vice President
       Telecopier No.: (561) 912-7915

       With a copy to:

       Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
       150 West Flagler Street
       Miami, Florida 33130
       Attention: Stuart D. Ames
       Telecopier No.: (302) 789-3395

       If to the Backup Servicer:

       Concord Servicing Corporation
       4725 North Scottsdale Road
       Suite 300
       Scottsdale, Arizona 85251
       Facsimile Number.: (480) 281-3141
       Attention: Frederick G. Pink, Esq.

       If to the Indenture Trustee and Paying Agent:

       U.S. Bank National Association
       60 Livingston Avenue
       EP-MN-WS3D
       St. Paul, Minnesota 55107
       Attention: Corporate Trust Services/Attn: BXG Receivables Note Tr 2004-C
       Facsimile Number: (651) 495-8093
       Telephone Number: (651) 495-3880

       If to the Agent:

       Branch Banking and Trust Company


                                       79
<PAGE>

            805 Third Avenue, 30th Floor
            New York, New York 10022
            Attention: Paul Richardson
            Fax No.: (212) 759-9133

            and

            Branch Banking and Trust Company
            200 West Second Street, 16th Floor
            Winston-Salem, North Carolina 27101
            Attention: Alan Staggers
            Fax No.: (336) 733-2740

or at such  other  address  as the  party may  designate  by notice to the other
parties hereto, which shall be effective when received.

            (b)  All  communications  and  notices  described   hereunder  to  a
Noteholder shall be in writing and delivered or mailed first class mail, postage
prepaid or  overnight  courier at the address  shown in the Note  Register.  The
Indenture Trustee agrees to deliver or mail to each Noteholder upon receipt, all
notices and reports that the Indenture  Trustee may receive  hereunder and under
any Transaction  Documents.  Unless  otherwise  provided  herein,  the Indenture
Trustee may consent to any requests  received  under such  documents  or, at its
option,  follow the directions of Noteholders  representing  at least 66-2/3% of
the  Outstanding  Note Balance of each Class of Notes within 30 days after prior
written  notice to the  Noteholders.  All notices to  Noteholders  (or any Class
thereof)  shall be sent  simultaneously.  Expenses for such  communications  and
notices shall be borne by the Servicer.

      SECTION 13.4. No Proceedings.

            The Noteholders, the Servicer, the Indenture Trustee, the Custodian,
the Club Trustee and the Backup  Servicer  each hereby  agrees that it will not,
directly or indirectly institute, or cause to be instituted, against the Issuer,
the Trust Estate or the  Depositor  any  proceeding  of the type  referred to in
Sections 6.1(d) and (e) hereof, so long as there shall not have elapsed one year
plus one day after payment in full of the Notes.

      SECTION 13.5. Limitation of Liability of Owner Trustee.

            Notwithstanding   anything   contained   herein   or  in  any  other
Transaction  Document to the contrary,  it is expressly understood and agreed by
the  parties  hereto  that (a) this  Indenture  is  executed  and  delivered  by
Wilmington Trust Company,  not  individually or personally,  but solely as Owner
Trustee on behalf of the Issuer,  in the  exercise  of the powers and  authority
conferred  and  vested  in it  under  the  Trust  Agreement,  (b)  each  of  the
representations,  undertakings  and  agreements  herein  made on the part of the
Issuer is made and intended  not as a personal  representation,  undertaking  or
agreement by  Wilmington  Trust Company but is made and intended for the purpose
for binding only the Issuer and the Trust Estate, and (c) under no circumstances
shall  Wilmington  Trust  Company be  personally  liable for the  payment of any


                                       80
<PAGE>

indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation,  representation,  warranty or covenant made or undertaken by the
Issuer under this Indenture or any other related documents.

                                  ARTICLE XIV.

                               REDEMPTION OF NOTES

      SECTION 14.1. Optional Redemption; Election to Redeem.

            The Servicer shall have the option to cause the Issuer to redeem not
less than all of the Notes and thereby cause the early repayment of the Notes on
any date after the Optional Redemption Date by payment of an amount equal to the
Redemption Price and any amounts, fees and expenses that are required to be paid
pursuant to Section  6.6(b)  hereof  (unless  amounts in the Trust  Accounts are
sufficient to make such payments).

      SECTION 14.2. Notice to Indenture Trustee.

            The Servicer shall give written notice of its intention to cause the
Issuer to redeem the Notes to the  Indenture  Trustee at least fifteen (15) days
prior to the Redemption  Date (unless a shorter period shall be  satisfactory to
the Indenture Trustee).

      SECTION 14.3. Notice of Redemption by the Servicer.

            Notices of  redemption  shall be given by first class mail,  postage
prepaid, mailed not less than for fifteen (15) days prior to the Redemption Date
to each Noteholder, at the address listed in the Note Register and to the Rating
Agencies. All notices of redemption shall state (a) the Redemption Date, (b) the
Redemption  Price,  (c) that on the Redemption  Date, the Redemption  Price will
become due and payable in respect of each Note, and that interest  thereon shall
cease to accrue if payment is made on the Redemption  Date and (d) the office of
the Indenture  Trustee where the Notes are to be surrendered  for payment of the
Redemption Price.  Failure to give notice of redemption,  or any defect therein,
to any  Noteholder  shall not impair or affect the validity of the redemption of
any other Note.

      SECTION 14.4. Deposit of Redemption Price.

            On or before the Business Day  immediately  preceding the Redemption
Date, the Servicer  shall deposit with the Indenture  Trustee an amount equal to
the Redemption Price and any amounts,  fees and expenses that are required to be
paid  hereunder  (less any portion of such payment to be made from funds held in
any of the Trust Accounts).

      SECTION 14.5. Notes Payable on Redemption Date.

            Notice of  redemption  having been given as provided in Section 14.3
hereof and deposit of the  Redemption  Price with the Indenture  Trustee  having
been made as provided in Section 14.4 hereof,  the Notes shall on the Redemption
Date,  become due and payable at the Redemption  Price,  and, on such Redemption
Date,  such Notes shall cease to accrue  interest.  The Indenture  Trustee shall
apply all  available  funds in  accordance  with Section  6.6(b)  hereof and the


                                       81
<PAGE>

Noteholders  shall be paid the  Redemption  Price by the  Indenture  Trustee  on
behalf of the  Servicer  upon  presentment  and  surrender of their Notes at the
office of the Indenture  Trustee.  If the Servicer  shall have failed to deposit
the Redemption Price with the Indenture Trustee, the principal and interest with
respect to each Class of Notes shall, until paid, continue to accrue interest at
their  respective Note Rates.  The Servicer's  failure to deposit the Redemption
Price shall not constitute an Event of Default hereunder.

                                  ARTICLE XV.

                        NON-PETITION AND LIMITED RECOURSE

      SECTION 15.1.  Limited  Recourse  Against the Structured  Purchaser.  Each
party to this Indenture  hereby  acknowledges  and agrees that all  transactions
with the Structured  Purchaser under the Transaction  Documents or in connection
herewith shall be without recourse of any kind to the Structured Purchaser. Each
party hereto agrees that no liability or obligation of the Structured  Purchaser
hereunder for fees, expenses or indemnities shall constitute a claim (as defined
in Section 101 of Title 11 of the United  States  Bankruptcy  Code)  against the
Structured  Purchaser  unless the Structured  Purchaser has received  sufficient
amounts pursuant to this Agreement to pay such amounts, and such amounts are not
necessary  to  pay  outstanding   commercial  paper  issued  by  the  Structured
Purchaser.  No recourse shall be had for any amount owing hereunder or any other
obligation of, or claim against the Structured Purchaser arising out of or based
upon this  Agreement  or any  agreement or document  entered into in  connection
herewith or therewith  against any equity  holder,  member,  employee,  officer,
agent,  or manager of the  Structured  Purchaser or any equity  holder,  member,
employee,  officer,  director, or affiliate thereof. The agreements set forth in
this  Section 15.1 and the parties'  respective  obligations  under this Section
15.1 shall survive the termination of this Indenture.

      SECTION 15.2. No Bankruptcy Petition Against Structured Purchaser. Each of
the parties to this  Indenture  hereby  covenants and agrees that,  prior to the
date which is one year and one day after the payment in full of all  outstanding
indebtedness  for  borrowed  money  of any  Structured  Purchaser,  it will  not
institute  against,  or join any  other  Person  in  instituting  against,  such
Structured Purchaser any bankruptcy, reorganization,  arrangement, insolvency or
liquidation proceedings or other similar proceeding under the Laws of the United
States or any  state of the  United  States.  The  agreements  set forth in this
Section 15.2 and the  parties'  respective  obligations  under this Section 15.2
shall survive the termination of this Indenture.


                                       82
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                      BXG RECEIVABLES NOTE TRUST 2004-C,

                                      By:  Wilmington Trust Company, not
                                           in its individual capacity but
                                           solely as as Owner Trustee

                                           By: _________________________________
                                               Name:
                                               Title:


                                      BLUEGREEN CORPORATION, as Servicer

                                      By:  ____________________________________
                                           Name:
                                           Title:


                                      CONCORD SERVICING CORPORATION,
                                      as Backup Servicer

                                      By:  ____________________________________
                                           Name:
                                           Title:


                                      VACATION TRUST, INC., as Club Trustee

                                      By:  ____________________________________
                                           Name:
                                           Title:


                                      U.S. BANK NATIONAL ASSOCIATION, as
                                      Indenture Trustee

                                      By:  ____________________________________
                                           Name:
                                           Title:


                                      BRANCH BANKING AND TRUST COMPANY, as Agent

                                      By:  ____________________________________
                                           Name:
                                           Title:

                        [Signature Page to the Indenture]


                                       83