Exhibit 10.185

                                                                  EXECUTION COPY

                       BXG RECEIVABLES NOTE TRUST 2007-A,
                                    as Issuer

                             BLUEGREEN CORPORATION,
                                   as Servicer

                              VACATION TRUST, INC.,
                                 as Club Trustee

                         CONCORD SERVICING CORPORATION,
                               as Backup Servicer

                                       and

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

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

                                    INDENTURE

                         Dated as of September 15, 2007

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<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........................................................5

   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.......................................................7

   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.  Global Notes....................................................................8

   SECTION 2.3.  Definitive Notes................................................................9

   SECTION 2.4.  Registration, Transfer and Exchange of Notes....................................9

   SECTION 2.5.  Mutilated, Destroyed, Lost and Stolen Notes....................................11

   SECTION 2.6.  Payment of Interest and Principal; Rights Preserved............................12

   SECTION 2.7.  Persons Deemed Owners..........................................................12
</TABLE>


                                        i
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<TABLE>
<S>                                                                                             <C>
   SECTION 2.8.  Cancellation...................................................................12

   SECTION 2.9.  Noteholder Lists...............................................................13

   SECTION 2.10. Treasury Notes.................................................................13

   SECTION 2.11. Notice to Depository...........................................................13

   SECTION 2.12. Confidentiality................................................................13

ARTICLE III.     ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS; REPORTS........................14

   SECTION 3.1.  Trust Accounts; Investments by Indenture Trustee...............................14

   SECTION 3.2.  Establishment and Administration of the Trust Accounts.........................15

   SECTION 3.3.  Reserved.......................................................................19

   SECTION 3.4.  Distributions..................................................................19

   SECTION 3.5.  Reports to Noteholders.........................................................21

   SECTION 3.6.  Note Balance Write-Down Amounts................................................22

   SECTION 3.7.  Withholding Taxes..............................................................22

ARTICLE IV.      THE TRUST ESTATE...............................................................22

   SECTION 4.1.  Acceptance by Indenture Trustee................................................22

   SECTION 4.2.  Subsequent Timeshare Loans.....................................................23

   SECTION 4.3.  Criteria for Subsequent Timeshare Loans........................................24

   SECTION 4.4.  Grant of Security Interest; Tax Treatment......................................24

   SECTION 4.5.  Further Action Evidencing Assignments..........................................25

   SECTION 4.6.  Substitution and Repurchase of Timeshare Loans.................................26

   SECTION 4.7.  Release of Lien................................................................27

   SECTION 4.8.  Appointment of Custodian and Paying Agent......................................28

   SECTION 4.9.  Sale of Timeshare Loans........................................................28
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                             <C>
ARTICLE V.       SERVICING OF TIMESHARE LOANS...................................................29

   SECTION 5.1.  Appointment of Servicer and Backup Servicer; Servicing Standard................29

   SECTION 5.2.  Payments on the Timeshare Loans................................................29

   SECTION 5.3.  Duties and Responsibilities of the Servicer....................................30

   SECTION 5.4.  Servicer Events of Default.....................................................33

   SECTION 5.5.  Accountings; Statements and Reports............................................37

   SECTION 5.6.  Records........................................................................38

   SECTION 5.7.  Fidelity Bond and Errors and Omissions Insurance...............................38

   SECTION 5.8.  Merger or Consolidation of the Servicer........................................39

   SECTION 5.9.  Sub-Servicing..................................................................39

   SECTION 5.10. Servicer Resignation...........................................................40

   SECTION 5.11. Fees and Expenses..............................................................40

   SECTION 5.12. Access to Certain Documentation................................................40

   SECTION 5.13. No Offset......................................................................41

   SECTION 5.14. Account Statements.............................................................41

   SECTION 5.15. Indemnification; Third Party Claim.............................................41

   SECTION 5.16. Backup Servicer................................................................41

   SECTION 5.17. Aruba Notices..................................................................42

   SECTION 5.18. Recordation....................................................................43

ARTICLE VI.      EVENTS OF DEFAULT; REMEDIES....................................................43

   SECTION 6.1.  Events of Default..............................................................43

   SECTION 6.2.  Acceleration of Maturity; Rescission and Annulment.............................44

   SECTION 6.3.  Remedies.......................................................................46

   SECTION 6.4.  Indenture Trustee May File Proofs of Claim.....................................47
</TABLE>

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<TABLE>
<S>                                                                                             <C>
   SECTION 6.5.  Indenture Trustee May Enforce Claims Without Possession of Notes...............48

   SECTION 6.6.  Application of Money Collected.................................................48

   SECTION 6.7.  Limitation on Suits............................................................52

   SECTION 6.8.  Unconditional Right of Noteholders to Receive Principal and Interest...........52

   SECTION 6.9.  Restoration of Rights and Remedies.............................................53

   SECTION 6.10. Rights and Remedies Cumulative.................................................53

   SECTION 6.11. Delay or Omission Not Waiver...................................................53

   SECTION 6.12. Control by Noteholders.........................................................53

   SECTION 6.13. Waiver of Events of Default....................................................54

   SECTION 6.14. Undertaking for Costs..........................................................54

   SECTION 6.15. Waiver of Stay or Extension Laws...............................................54

   SECTION 6.16. Sale of Trust Estate...........................................................55

   SECTION 6.17. Action on Notes................................................................56

   SECTION 6.18. Performance and Enforcement of Certain Obligations.............................56

ARTICLE VII.     THE INDENTURE TRUSTEE..........................................................56

   SECTION 7.1.  Certain Duties.................................................................56

   SECTION 7.2.  Notice of Events of Default....................................................58

   SECTION 7.3.  Certain Matters Affecting the Indenture Trustee................................58

   SECTION 7.4.  Indenture Trustee Not Liable for Notes or Timeshare Loans......................59

   SECTION 7.5.  Indenture Trustee May Own Notes................................................59

   SECTION 7.6.  Indenture Trustee's Fees and Expenses..........................................60

   SECTION 7.7.  Eligibility Requirements for Indenture Trustee.................................60

   SECTION 7.8.  Resignation or Removal of Indenture Trustee....................................60

   SECTION 7.9.  Successor Indenture Trustee....................................................61
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                             <C>
   SECTION 7.10. Merger or Consolidation of Indenture Trustee...................................62

   SECTION 7.11. Appointment of Co-Indenture Trustee or Separate Indenture Trustee..............62

   SECTION 7.12. Paying Agent and Note Registrar Rights.........................................64

   SECTION 7.13. Authorization..................................................................64

   SECTION 7.14. Maintenance of Office or Agency................................................64

ARTICLE VIII.    COVENANTS OF THE ISSUER........................................................65

   SECTION 8.1.  Payment of Principal, Interest and Other Amounts...............................65

   SECTION 8.2.  Reserved.......................................................................65

   SECTION 8.3.  Money for Payments to Noteholders to Be Held in Trust..........................65

   SECTION 8.4.  Existence; Merger; Consolidation, etc..........................................66

   SECTION 8.5.  Protection of Trust Estate; Further Assurances.................................67

   SECTION 8.6.  Additional Covenants...........................................................69

   SECTION 8.7.  Taxes..........................................................................71

   SECTION 8.8.  Restricted Payments............................................................71

   SECTION 8.9.  Treatment of Notes as Debt for Tax Purposes....................................71

   SECTION 8.10. Further Instruments and Acts...................................................71

ARTICLE IX.      SUPPLEMENTAL INDENTURES........................................................71

   SECTION 9.1.  Supplemental Indentures........................................................71

   SECTION 9.2.  Supplemental Indentures with Consent of Noteholders............................72

   SECTION 9.3.  Execution of Supplemental Indentures...........................................73

   SECTION 9.4.  Effect of Supplemental Indentures..............................................73

   SECTION 9.5.  Reference in Notes to Supplemental Indentures..................................73
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                             <C>
ARTICLE X.       REDEMPTION OF NOTES............................................................74

   SECTION 10.1. Optional Redemption; Election to Redeem........................................74

   SECTION 10.2. Notice to Indenture Trustee....................................................74

   SECTION 10.3. Notice of Redemption by the Servicer...........................................74

   SECTION 10.4. Deposit of Redemption Price....................................................74

   SECTION 10.5. Notes Payable on Redemption Date...............................................74

ARTICLE XI.      SATISFACTION AND DISCHARGE.....................................................75

   SECTION 11.1. Satisfaction and Discharge of Indenture........................................75

   SECTION 11.2. Application of Trust Money; Repayment of Money Held by Paying Agent............76

   SECTION 11.3. Trust Termination Date.........................................................76

ARTICLE XII.     REPRESENTATIONS AND WARRANTIES AND COVENANTS...................................77

   SECTION 12.1. Representations and Warranties of the Issuer...................................77

   SECTION 12.2. Representations and Warranties of the Servicer.................................78

   SECTION 12.3. Representations and Warranties of the Indenture Trustee........................81

   SECTION 12.4. Multiple Roles.................................................................82

   SECTION 12.5. [Reserved].....................................................................82

   SECTION 12.6. Covenants of the Club Trustee..................................................82

   SECTION 12.7. Representations and Warranties of the Backup Servicer..........................84

ARTICLE XIII.    MISCELLANEOUS..................................................................87

   SECTION 13.1. Officer's Certificate and Opinion of Counsel as to Conditions Precedent........87

   SECTION 13.2. Statements Required in Certificate or Opinion..................................87

   SECTION 13.3. Notices........................................................................88
</TABLE>

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<TABLE>
<S>                                                                                             <C>
   SECTION 13.4. No Proceedings.................................................................90

   SECTION 13.5. Limitation of Liability of Owner Trustee.......................................90
</TABLE>

Exhibit A       Form of Notes

Exhibit B       Form of Investor Representation Letter

Exhibit C       Credit Policy

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       Form of Subsequent Transfer Notice

Exhibit K       Collection Policy

Annex A         Standard Definitions

Schedule I      Schedule of Timeshare Loans

Schedule II     Litigation Schedule

<PAGE>

                                    INDENTURE

            This INDENTURE,  dated as of September 15, 2007 (this  "Indenture"),
is among BXG RECEIVABLES  NOTE TRUST 2007-A,  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") and 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").

                             RECITALS OF THE ISSUER

            WHEREAS,  the Issuer has duly  authorized the execution and delivery
of  this  Indenture  to  provide  for the  issuance  of its  $52,500,000  5.828%
Timeshare  Loan-Backed  Notes,  Series  2007-A,  Class A (the  "Class A Notes"),
$26,500,000  6.474% Timeshare  Loan-Backed  Notes,  Series 2007-A,  Class B (the
"Class B Notes"), $43,000,000 7.463% Timeshare Loan-Backed Notes, Series 2007-A,
Class C (the "Class C Notes"),  $14,500,000 7.611% Timeshare  Loan-Backed Notes,
Series  2007-A,  Class D, (the "Class D Notes"),  $15,000,000  8.283%  Timeshare
Loan-Backed  Notes,  Series 2007-A,  Class E (the "Class E Notes"),  $15,000,000
9.680% Timeshare  Loan-Backed Notes, Series 2007-A Class F (the "Class F Notes")
and $10,500,000 11.149% Timeshare Loan-Backed Notes, Series 2007-A, Class G (the
"Class G Notes"  and  together  with the Class A Notes,  Class B Notes,  Class C
Notes, Class D Notes, Class E Notes and Class F Notes, the "Notes");

            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;

            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.

                   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:

<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) the Initial  Timeshare  Loans  specified  on
Schedule I hereto,  (ii) any  Subsequent  Timeshare  Loans,  (iii) any Qualified
Substitute  Timeshare  Loans,  (iv) the Receivables in respect of each Timeshare
Loan due  after  the  related  Cut-Off  Date,  (v) 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),  (vi) all Related  Security in respect of each  Timeshare
Loan, (vii) all rights and remedies under the Transfer Agreement,  the Bluegreen
Purchase  Agreement,  the Sale Agreement,  the Backup Servicing  Agreement,  the
Lockbox Agreement,  the Administration  Agreement, the Remarketing Agreement and
the Custodial  Agreement,  (viii) all amounts properly  deposited in the Lockbox
Account (after the related Cut-Off Date),  the Collection  Account,  the General
Reserve Account,  the Prefunding  Account and the Capitalized  Interest Account,
(ix) the Closing Date  Eligible  Investments  and (x) proceeds of the  foregoing
(including,   without  limitation,   all  cash  proceeds,   accounts,   accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds (as applicable),  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 Files 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.


                                       2
<PAGE>

            The Indenture  Trustee  further  acknowledges  that in the event the
conveyance of the Timeshare  Loans and the Closing Date Eligible  Investments 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  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
include 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 shall 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


                                       3
<PAGE>

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.

            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 Section  6.1(a)  hereof) 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.


                                       4
<PAGE>

      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  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


                                       5
<PAGE>

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


                                       6
<PAGE>

      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.

      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 and  distributed  in  accordance
with Section 3.4 or Section 6.6 hereof, as applicable.  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 2007-A,  Timeshare Loan-Backed Notes, Series 2007-A". The
Notes,  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.


                                       7
<PAGE>

            (b)  Denominations.  The  Outstanding  Note  Balance  of the Class A
Notes, the Class B Notes,  the Class C Notes,  Class D Notes, the Class E Notes,
the Class F Notes and the Class G Notes which may be authenticated and delivered
under  this  Indenture  is  limited to  $52,500,000,  $26,500,000,  $43,000,000,
$14,500,000,  $15,000,000, $15,000,000 and $10,500,000,  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  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. Global Notes.

            Each of the Notes,  upon original  issuance,  shall be issued in the
form of one or more book-entry global certificates (the "Global Notes" and each,
a "Global Note") to be deposited with the Indenture Trustee as custodian for The
Depository Trust Company, the initial Depository, by or on behalf of the Issuer.
All Global Notes shall be initially  registered on the Note Register in the name
of Cede & Co.,  the nominee of DTC and no Note Owner will  receive a  definitive
note (a  "Definitive  Note")  representing  such Note  Owner's  interest  in the
related  Class of Notes,  except as provided  in Section 2.3 hereof.  Unless and
until  Definitive Notes have been issued in respect of a Class of Notes pursuant
to Section 2.3:

            (a) the  provisions  of this  Section 2.2 shall be in full force and
effect with respect to such Class of Notes;

            (b) the Issuer, the Servicer and the Indenture Trustee may deal with
the Depository and the Depository  Participants for all purposes with respect to
such  Notes  (including  the  making  of  distributions  on such  Notes)  as the
authorized representatives of the respective Note Owners;

            (c) to the extent that the  provisions  of this Section 2.2 conflict
with any other provisions of this Indenture,  the provisions of this Section 2.2
shall control; and


                                       8
<PAGE>

            (d) the  rights of the  respective  Note  Owners of a Class of Notes
shall be exercised only through the  Depository and the Depository  Participants
and shall be limited to those  established  by law and  agreements  between  the
respective  Note Owners and the Depository  and/or the Depository  Participants.
Pursuant to the  Depository  Agreement,  unless and until  Definitive  Notes are
issued in respect of the Notes  pursuant to Section 2.3 hereof,  the  Depository
will make book-entry transfers among the Depository Participants and receive and
transmit  distributions  of  principal  of,  and  interest  on, the Notes to the
Depository Participants.

      SECTION 2.3. Definitive Notes.

            If (a) the Depository  advises the Indenture Trustee in writing that
the Depository is no longer willing, qualified or able to properly discharge its
responsibilities  as Depository  with respect to the Global Notes and the Issuer
is unable to locate a qualified  successor,  or (b) after the  occurrence  of an
Event of Default,  Note Owners  evidencing not less than 66-2/3% of the Adjusted
Note  Balance  of such  Class of Notes,  advise the  Indenture  Trustee  and the
Depository through the Depository  Participants in writing that the continuation
of a  book-entry  system  with  respect  to such  Class of Notes,  respectively,
through the  Depository  is no longer in the best  interest of such Note Owners,
the  Indenture  Trustee  shall use its best efforts to notify all affected  Note
Owners  through the  Depository  of the  occurrence of any such event and of the
availability of Definitive  Notes to such Note Owners.  None of the Issuer,  the
Indenture  Trustee or the Servicer  shall be liable for any delay in delivery of
such  instructions  and may  conclusively  rely on,  and shall be  protected  in
relying on,  such  instructions.  Upon the  issuance of  Definitive  Notes,  the
Issuer,  the  Indenture  Trustee,  the Note  Registrar  and the  Servicer  shall
recognize  holders  of  Definitive  Notes  as  Noteholders  hereunder.  Upon the
issuance of Definitive Notes, all references herein to obligations  imposed upon
or to be  performed  by the  Depository  shall be deemed to be imposed  upon and
performed by the Indenture  Trustee,  to the extent  applicable  with respect to
such Definitive Notes.

      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;  provided,  however,  in no
event shall the Note  Registrar be required to maintain in the Note Register the
names of the individual  participants holding Notes through the Depository.  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.  A
Definitive Note is 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 or the  Servicer,  the Note  Registrar  shall
provide the Indenture Trustee or the Servicer, as applicable, with the names and
addresses of the Noteholders.


                                       9
<PAGE>

            (b) Upon  surrender for  registration  of transfer of any Definitive
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 Definitive 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 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 Initial  Purchaser and
their  respective  initial  transferees)  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 Initial Purchaser,
or by any affiliate of any such person. In addition to the applicable provisions
of this Section 2.4 and the rules of the Depository, the exchange,  transfer and
registration  of transfer of Global 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.


                                       10
<PAGE>

            (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.

            (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) The Issuer may not, at any time, own any Class of Notes.

      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  reasonably  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


                                       11
<PAGE>

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.

      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 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 account and number
specified in the Note Register, in each case on such Record Date for such Person
(which shall be, as to each  original  purchaser  of the Notes,  the account and
number specified by such purchaser to the Indenture  Trustee in writing,  or, if
no such account or number is so specified, then by check mailed to such Person's
address as it appears in the Note Register on such Record Date).

            (b) All  reductions  in the  principal  amount of a Note affected 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 of any Note 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 is 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


                                       12
<PAGE>

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 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 or the Adjusted  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. Notice to Depository.

            Whenever  notice or other  communication  to the  holders  of Global
Notes is required under this Indenture,  unless and until  Definitive Notes have
been issued to the  related  Note  Owners  pursuant  to Section 2.3 hereof,  the
Indenture  Trustee  shall give all such  notices  and  communications  specified
herein to be given to such Note Owners to the Depository.

      SECTION 2.12. Confidentiality.

            Each Noteholder,  by acceptance of a Note, agrees and covenants that
it shall hold in confidence all  Confidential  Information;  provided,  however,
that any Noteholder may deliver or disclose Confidential  Information to (i) its
directors,  officers,  trustees,  managers,  employees,  agents,  attorneys  and
affiliates (to the extent such disclosure  reasonably  relates to the investment
represented by the Notes),  (ii) its financial  advisors and other  professional
advisors  who  agree to hold  confidential  such  information  substantially  in
accordance with the terms of this Section 2.12, (iii) any other Noteholder, (iv)
any institutional investor to which such Noteholder sells or offers to sell such
Note or any part thereof or any participation therein (if such Person has agreed
in writing prior to its receipt of such confidential  information to be bound by
the  provisions  of this  Section  2.12),  (v) any  federal or state  regulatory
authority  having   jurisdiction   over  such  Noteholder,   (vi)  the  National
Association  of  Insurance  Commissioners  or any similar  organization,  or any
nationally  recognized rating agencies that requires access to information about
such Noteholder's investment portfolio,  (vii) the Rating Agencies or (viii) any
other  Person  to  which  such  delivery  or  disclosure  may  be  necessary  or
appropriate  (w) to effect  compliance  with any law, rule,  regulation or order
applicable  to such  Noteholder,  (x) in response to any subpoena or other legal
process,  (y) in connection  with any  litigation to which such


                                       13
<PAGE>

Noteholder  is a  party  or (z) if an  Event  of  Default  has  occurred  and is
continuing, to the extent such Noteholder may reasonably determine such delivery
and  disclosure to be necessary or  appropriate  in the  enforcement  or for the
protection  of the  rights  and  remedies  under the  Notes and the  Transaction
Documents.

                                  ARTICLE III.

                            ACCOUNTS; COLLECTION AND
                         APPLICATION OF MONEYS; REPORTS

      SECTION 3.1. Trust Accounts; Investments by Indenture Trustee.

            (a) On or before the  Closing  Date,  the  Indenture  Trustee  shall
establish  in  the  name  of  the  Indenture  Trustee  for  the  benefit  of the
Noteholders  or, in the case of the Lockbox Account and the Credit Card Account,
in the name of the Issuer,  as provided in this  Indenture,  the Trust Accounts,
which  accounts  (other  than the Lockbox  Account and the Credit Card  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  and  Eligible
Investments  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 and the Credit Card 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 may  specify.  Until an Issuer  Order to the  contrary is  delivered,  the
Indenture Trustee shall make the Eligible  Investments set forth in Exhibit A to
the Administration Agreement.

            (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


                                       14
<PAGE>

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 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 or transferred 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 or  transferred  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.

            (i) The  Indenture  Trustee  shall  not be  permitted  to  vote  any
Eligible  Investments  unless  it  has  been  advised  that  such  vote  is  for
"protective"  (as defined by generally  accepted  accounting  principles  in the
United States) purposes.

      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 2007-A,  Timeshare  Loan-Backed  Notes,  Series 2007-A --
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


                                       15
<PAGE>

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 in the Collection Account,  including,  without limitation,
amounts representing Misdirected Payments or (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.  On
the Closing Date, the Indenture  Trustee shall  deposit,  from the proceeds from
the sale of the Notes,  an amount equal to the General  Reserve  Account Initial
Deposit. 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  2007-A,   Timeshare
Loan-Backed Notes, Series 2007-A -- 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.


                                       16
<PAGE>

                  (ii) Early Amortization Event, Trigger Event or Sequential Pay
            Event. Upon the occurrence of an Early Amortization Event, a Trigger
            Event or 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 3.4 or Section 6.6, as applicable.

                  (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 in the
            Collection  Account for  distribution in accordance with Section 3.4
            or Section 6.6 hereof, as applicable.

                  (iv)  Amounts in Excess of General  Reserve  Account  Required
            Balance.  If amounts on deposit in the General  Reserve  Account are
            greater than the General  Reserve  Account  Required  Balance (after
            giving effect to all other  distributions  and disbursements on such
            Payment Date),  the Indenture  Trustee  shall,  based on the Monthly
            Servicer  Report,  withdraw  funds in excess of the General  Reserve
            Account  Required  Balance  from the  General  Reserve  Account  and
            disburse such amounts to the Certificate  Distribution Account to be
            distributed in accordance with the Trust Agreement.

            (c) Prefunding Account.  The Issuer hereby directs and the Indenture
Trustee hereby agrees to cause to be established  and maintained an account (the
"Prefunding  Account") for the benefit of the Noteholders.  On the Closing Date,
the Issuer  shall cause the  Indenture  Trustee to deposit  into the  Prefunding
Account Closing Date Eligible  Investments with a principal balance equal to the
Prefunding Amount Initial Deposit.  The Prefunding  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
2007-A,  Timeshare  Loan-Backed Notes, Series 2007-A -- Prefunding 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
Prefunding Account and in all proceeds thereof.  The Prefunding 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  Prefunding  Account  ceases to be an Eligible Bank  Account,  the Indenture
Trustee shall within two Business Days establish a new Prefunding  Account which
shall be an Eligible Bank Account,  transfer any cash and/or any  investments to
such new  Prefunding  Account and from the date such new  Prefunding  Account is
established,  it shall be the  "Prefunding  Account".  Amounts on deposit in the
Prefunding  Account  shall be invested in  accordance  with  Section 3.1 hereof.
Withdrawals  and  payments  from  the  Prefunding  Account  shall be made in the
following manner:

                  (i)  Prefunding  Period.  At or before 9:00 A.M. New York City
            time, on each  Transfer Date for a transfer of Subsequent  Timeshare
            Loans, the Depositor shall instruct the Indenture Trustee in writing
            (x) to  withdraw  the cash  portion of the  purchase  price from the
            Prefunding  Account which is an amount equal to 88.5% of the Cut-Off
            Date Loan Balance of the Subsequent  Timeshare Loans  transferred to


                                       17
<PAGE>

            the Issuer and to be pledged to the Indenture Trustee as part of the
            Trust  Estate and (y)  subject  to  satisfaction  of the  conditions
            specified in Section 4.2 hereof,  shall  distribute  such amounts to
            the Depositor.

                  (ii)   Prefunding   Termination   Date.   On  the   Prefunding
            Termination  Date,  the Indenture  Trustee shall deposit all amounts
            remaining in the Prefunding  Account into the Collection Account and
            such amounts will be distributed on the following  Payment Date as a
            distribution of principal in accordance with Section 3.4 hereof.

                  (iii) Investment  Earnings.  On each Determination Date during
            the  Prefunding  Period,  the Indenture  Trustee shall  withdraw all
            investment  earnings  on  deposits  in the  Prefunding  Account  and
            deposit such amount into the Capitalized Interest Account.

            (d) Capitalized  Interest Account. The Issuer hereby directs and the
Indenture  Trustee  hereby agrees to cause to be  established  and maintained an
account (the "Capitalized Interest Account") for the benefit of the Noteholders.
On the Closing  Date,  the Issuer shall cause the  Indenture  Trustee to deposit
into the Capitalized  Interest Account Closing Date Eligible  Investments with a
principal balance equal to the Capitalized Interest Account Initial Deposit. The
Capitalized  Interest  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  2007-A,   Timeshare
Loan-Backed  Notes,  Series 2007-A -- Capitalized  Interest  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  Capitalized
Interest Account and in all proceeds thereof.  The Capitalized  Interest 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  Capitalized  Interest  Account  ceases to be an  Eligible  Bank
Account,  the Indenture  Trustee shall within two Business Days  establish a new
Capitalized  Interest Account which shall be an Eligible Bank Account,  transfer
any cash and/or any  investments to such new  Capitalized  Interest  Account and
from the date such new Capitalized Interest Account is established,  it shall be
the  "Capitalized  Interest  Account".  Amounts on  deposit  in the  Capitalized
Interest  Account  shall be  invested  in  accordance  with  Section 3.1 hereof.
Withdrawals and payments from the Capitalized  Interest  Account will be made on
each Payment Date as follows:

                  (i) Prefunding Period. On or before the Payment Date until the
            Payment Date on or immediately following the Prefunding  Termination
            Date,  the Indenture  Trustee shall,  based on the Monthly  Servicer
            Report,  withdraw,  to the extent  available,  from the  Capitalized
            Interest Account for deposit into the Collection  Account, an amount
            equal  to  the  Capitalized  Interest  Requirement.  Amounts  in the
            Capitalized  Interest  Account shall be withdrawn solely to pay such
            amounts  and  shall  not  be  available  to the  Noteholders  or the
            Indenture Trustee for any other purpose.

                  (ii)  Prefunding  Termination  Date. Any amounts on deposit in
            the  Capitalized   Interest  Account  on  the  Payment  Date  on  or
            immediately following the


                                       18
<PAGE>

            Prefunding  Termination  Date (after  giving  effect to all required
            transfers from the  Capitalized  Interest  Account to the Collection
            Account on such  Payment  Date) shall be  withdrawn  and paid to the
            Certificate Distribution Account for distribution in accordance with
            the Trust Agreement.

      SECTION 3.3. Reserved.

      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, if due, 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  Class A  Noteholders,  the  Class  A  Interest
            Distribution Amount;

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

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


                                       19
<PAGE>

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

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

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

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

                  (xv)  to the  Class  B  Noteholders,  the  Class  B  Principal
            Distribution Amount;

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

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

                  (xviii)  to the Class E  Noteholders,  the  Class E  Principal
            Distribution Amount;

                  (xix)  to the  Class F  Noteholders,  the  Class  F  Principal
            Distribution Amount;

                  (xx)  to  the  Class  G  Noteholders,  the  Class  G  Interest
            Distribution Amount;

                  (xxi)  to the  Class G  Noteholders,  the  Class  G  Principal
            Distribution Amount;

                  (xxii) if an Early  Amortization  Event or Trigger Event shall
            have occurred and is continuing, to (a) the Class A Noteholders, (b)
            the Class B Noteholders,  (c) the Class C Noteholders, (d) the Class
            D  Noteholders,  (e)  the  Class  E  Noteholders,  (f)  the  Class F
            Noteholders  and (g) the  Class G  Noteholders,  pari  passu and pro
            rata,  their  respective   Percentage  Interests  of  all  remaining
            Available Funds;

                  (xxiii)  to (a) the  Class  A  Noteholders,  (b)  the  Class B
            Noteholders,   (c)  the  Class  C  Noteholders,   (d)  the  Class  D
            Noteholders,   (e)  the  Class  E  Noteholders,   (f)  the  Class  F
            Noteholders  and (g) the  Class G  Noteholders  in that  order,  the
            Deferred Interest Amount for such Class, if any;

                  (xxiv) to the General Reserve Account, all remaining Available
            Funds until the amounts on deposit in the  General  Reserve  Account
            shall be equal to the General Reserve Account Required Balance;

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


                                       20
<PAGE>

                  (xxvi)  any  remaining  Available  Funds,  to the  Certificate
            Distribution   Account  for  distribution   pursuant  to  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
Initial  Purchaser,  each Noteholder,  each Note Owner and to each Rating Agency
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 Initial  Purchaser,  the Noteholders,  each Rating Agency 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 each  Rating  Agency,  the
Initial Purchaser 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 Note
Owners, all notices,  compliance reports and other certificates delivered by the
Servicer or the Issuer  pursuant to this Indenture.  At a Note Owner's  request,
the  Indenture  Trustee  agrees to  provide  such Note  Owner an  accounting  of
balances in the General Reserve Account.

            The Indenture  Trustee may make available to the  Noteholders,  Note
Owners and each Rating Agency, 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  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 and the Rating  Agencies  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
Noteholders  and  the  Rating  Agencies.   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.


                                       21
<PAGE>

            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 Paying  Agent shall  prepare or cause to be prepared  all such
information for distribution by the Indenture Trustee to the Noteholders.

      SECTION 3.6. Note Balance Write-Down Amounts.

            The Note  Balance  Write-Down  Amount,  if any, on each Payment Date
shall be applied to the Adjusted  Note  Balance of a Class of Notes  immediately
following  the  distribution  of  Available  Funds  in the  following  order  of
priority: first, to the Class G Notes until the Adjusted Note Balance thereof is
reduced to zero;  second,  to the Class F Notes until the Adjusted  Note Balance
thereof is reduced to zero;  third, to the Class E Notes until the Adjusted Note
Balance  thereof  is  reduced to zero;  fourth,  to the Class D Notes  until the
Adjusted Note Balance  thereof is reduced to zero;  fifth,  to the Class C Notes
until the Adjusted Note Balance thereof is reduced to zero;  sixth, to the Class
B Notes until the Adjusted Note Balance thereof is reduced to zero; and seventh,
to the Class A Notes until the Adjusted Note Balance thereof is reduced to zero.
The application of the Note Balance  Write-Down Amount to a Class of Notes shall
not reduce such Class' entitlement to unpaid Principal Distribution Amounts.

      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. In connection with the conveyance of the Trust
Estate to the  Indenture  Trustee,  the Issuer has  delivered  or has caused the
Depositor to deliver (i) to the Custodian,  the Timeshare Loan Files and (ii) to
the Servicer,  the Timeshare Loan Servicing  Files,  for each Initial  Timeshare
Loan  conveyed on the Closing  Date.  With respect to each  Transfer Date and in
accordance with the Custodial Agreement,  the Issuer will deliver or cause to be
delivered  (i) to the  Custodian,  the  Timeshare  Loan  Files,  and


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<PAGE>

(ii) to the Servicer,  the Timeshare Loan Servicing  Files,  for each Subsequent
Timeshare  Loan or Qualified  Substitute  Timeshare  Loan to be conveyed on such
Transfer 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. Subsequent Timeshare Loans.

            With respect to Subsequent  Timeshare  Loans,  on each Transfer Date
during the  Prefunding  Period,  subject to the  satisfaction  of the  following
conditions and the  requirements of Section 4.3 hereof,  and in consideration of
the Indenture  Trustee's  delivery on such Transfer Date to or upon the order of
the Depositor of the Timeshare Loan Acquisition Price, the Depositor shall sell,
transfer,  assign, set over and otherwise convey without recourse to the Issuer,
all  right,  title  and  interest  of the  Depositor  in and to each  Subsequent
Timeshare Loan and the Issuer shall Grant such Subsequent Timeshare Loans to the
Indenture Trustee for the benefit of the Noteholders. Prior to the acceptance by
the Indenture  Trustee of any  Subsequent  Timeshare  Loan or the release of any
funds  therefor,  the following  conditions must be satisfied on or prior to the
related Transfer Date:

            (a) the Depositor shall have provided the Indenture  Trustee and S&P
with a  notice  of a  subsequent  transfer  of  Subsequent  Timeshare  Loans  (a
"Subsequent  Transfer Notice"),  a form of which is attached hereto as Exhibit J
which  notice  shall be given  not less  than  one  Business  Day  prior to such
Transfer Date;

            (b) the Issuer shall have deposited or caused to be deposited in the
Collection  Account  all  principal  and  interest  collected  after the related
Cut-Off Date in respect of such Subsequent Timeshare Loan;

            (c) no Event of Default has occurred and is  continuing  and no such
event would result from the conveyance of such Subsequent  Timeshare Loan to the
Indenture Trustee;

            (d) the  Custodian  shall have  received  the  Timeshare  Loan Files
related to such  Subsequent  Timeshare  Loans and shall have given the Indenture
Trustee a written  certification  and receipt in  accordance  with the Custodial
Agreement;


                                       23
<PAGE>

            (e) the Servicer  shall have received the Timeshare  Loan  Servicing
Files related to such Subsequent Timeshare Loans;

            (f) the  Indenture  Trustee  shall have  received the  certification
required to be delivered by the Depositor in Section 4.3 hereof; and

            (g) no Responsible Officer of the Indenture Trustee has Knowledge or
has actually received notice that any conditions to such transfer (including the
requirements  in Section 4.3 hereof) have not been  fulfilled  and the Indenture
Trustee shall have received such other  documents,  opinions,  certificates  and
instruments as the Indenture Trustee may request.

      SECTION 4.3. Criteria for Subsequent Timeshare Loans.

      No Subsequent Timeshare Loan shall be accepted as part of the Trust Estate
on any  Transfer  Date  unless  the  Indenture  Trustee  shall  have  received a
certification  from the Depositor  that (i) the  Depositor,  as of such Transfer
Date,  has restated  each of the  representations  and  warranties  contained in
Section 5(a) of the Sale  Agreement,  (ii) each of the conditions in Section 4.2
above has been satisfied,  (iii) after the purchase of all Subsequent  Timeshare
Loans, (A) the weighted average interest rate on all Subsequent  Timeshare Loans
shall be greater than  14.75%,  (B) the  weighted  average  months of age on all
Timeshare Loans shall be greater than 3 months,  (C) the percentage of Timeshare
Loans  related to Units at Bluegreen  Owned  Resorts shall not be less than such
percentage on the Closing Date and (D) the percentage of Timeshare Loans related
to a Resort  as a  percentage  of all  Timeshare  Loans  does not vary from such
percentage  on the Closing  Date by more than 7%, and (iv) with  respect to each
Subsequent  Timeshare  Loan  being  conveyed  on such  Transfer  Date  (a)  such
Subsequent Timeshare Loan is an Eligible Timeshare Loan as of the Transfer Date,
(b) each  Subsequent  Timeshare Loan was not selected by the related Seller in a
manner that such Seller,  in its reasonable  business  judgment,  believes to be
materially  adverse to the interests of the  Noteholders;  provided,  that it is
acknowledged by the parties hereto that the  certification in this clause (b) is
not intended and shall not be construed as a guaranty of the performance of such
Subsequent Timeshare Loans, and that such Subsequent Timeshare Loans may perform
differently than other timeshare loans  originated by the related  Originator or
other Affiliates of the related Seller, (c) each Subsequent  Timeshare Loan does
not have a stated maturity later than December 2017, (d) the related Obligor has
made at least one payment in respect of such Subsequent  Timeshare Loan, and (e)
if such  Subsequent  Timeshare  Loan is  related  to a Unit at Boyne  Resort and
originated  prior to the Club Originator  obtaining a license under the Michigan
Mortgage  Brokers,  Lenders and Servicers  Licensing Act, the related  Timeshare
Loan File contains  evidence that the related Obligor has confirmed the terms of
the related Mortgage Note in a manner approved by local Michigan counsel.

      SECTION 4.4. Grant of Security Interest; 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.


                                       24
<PAGE>

            (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  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 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 Adjusted 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 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.


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<PAGE>

      SECTION 4.6.  Substitution  and Repurchase of Timeshare  Loans and Closing
Date Eligible Investments.

            (a) Mandatory  Substitution  and  Repurchase of Timeshare  Loans and
Closing Date Eligible  Investments 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
Rating Agencies,  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 value of a  Timeshare  Loan or a Closing  Date  Eligible
Investment or the interests of the Noteholders therein,  then the Issuer and the
Indenture  Trustee shall require the Depositor or,  pursuant to its rights under
the Sale  Agreement,  the Club  Originator,  within 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 either (a) if the
breach  relates to a particular  Timeshare Loan and is not cured in all material
respects (such  Timeshare  Loan, a "Defective  Timeshare  Loan")  repurchase the
Issuer's interest in such Defective  Timeshare Loan at its Repurchase Price, (b)
if such  breach  relates  to a  particular  Closing  Date  Eligible  Investment,
purchase the Issuer's  interest in such Closing Date Eligible  Investment at its
Repurchase Price or (c) in the case of a Defective  Timeshare Loan only, provide
one or more  Qualified  Substitute  Timeshare  Loans to the  Issuer  and pay the
Substitution  Shortfall  Amounts to the Issuer 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 30 days after the end of the aforementioned 60-day period.

            (b) Optional Purchase or Substitution of Club Loans. Pursuant to the
Transfer  Agreement and the Bluegreen  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 related  Obligor has elected to effect
and the  Club  Originator  has  agreed  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 Aggregate  Closing Date  Collateral  Balance,  less (B) the  aggregate  Loan
Balances of Original Club Loans  previously  substituted by the Club  Originator
pursuant to this Section 4.6(b) on prior Transfer 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) hereof.  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 and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.


                                       26
<PAGE>

            (c) Optional Purchase or Substitution of Defaulted  Timeshare Loans.
Pursuant to the Transfer  Agreement and the Bluegreen 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 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 Transfer 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 or shall be delivered within
five  Business  Days,  and (iii) the  Timeshare  Loan  Servicing  Files for such
Qualified Substitute Timeshare Loan have been delivered to the Servicer.

            (g) Qualified  Substitute Timeshare Loans. Within five Business Days
after a Transfer  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 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 or Closing Date  Eligible  Investment
purchased,  repurchased  or  substituted  under  Section  4.6  hereof,  (i) upon
satisfaction of each of the applicable provisions


                                       27
<PAGE>

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 related  Timeshare Loan
or the related  Closing Date Eligible  Investment,  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 addition, at the request of the Servicer, on any Payment Date
if (i) Available  Funds are  sufficient to pay the Required  Payments,  (ii) the
amount on  deposit  in the  General  Reserve  Account  is at least  equal to the
General Reserve Account Required Balance, (iii) no Event of Default has occurred
and is continuing, (iv) the Optional Purchase Limit is greater than zero and (v)
the  Aggregate  Outstanding  Note  Balance  is not  greater  than  88.5%  of the
Aggregate Loan Balance,  the Indenture Trustee shall release or shall consent to
the  release  of  Defaulted  Timeshare  Loans  that  have  not  been  purchased,
repurchased  or  substituted  under  Section  4.6  hereof  from  the Lien of the
Indenture, without additional payment.

            (d) In  connection  with (a),  (b) and (c)  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 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.


                                       28
<PAGE>

                                   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.

      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 and, with
respect to Credit  Card  Timeshare  Loans,  direct each  applicable  credit card
vendor to deposit all payments in respect of such Credit Card Timeshare Loans to
the Credit Card Account (net of any Servicer Credit Card Processing Costs).

            (b) On the Closing Date, the Servicer shall cause to be deposited to
the  Collection  Account all amounts  collected  and  received in respect of the
Initial  Timeshare Loans after the Initial Cut-Off Date to the day preceding the
Closing 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 as Additional Servicing
Compensation  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
otherwise  necessary for the intended use, 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).


                                       29
<PAGE>

      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;

                  (vi) take such other action as may be necessary or appropriate
            in the  Servicer's  judgment  (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
            or the Credit Card 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(a)(xiii) hereof;

                  (viii) use reasonable best efforts to enforce the purchase and
            substitution  obligations of the Club Originator  under the Transfer
            Agreement  or the  Bluegreen  Purchase  Agreement  with  respect  to
            breaches of representations  and warranties related to the Timeshare
            Loans;

                  (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  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


                                       30
<PAGE>

            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 Closing Date Collateral 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,  only if
            required  by law,  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 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;

                  (xiii) 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 and the Collection  Policy,  promptly  institute
            collection  procedures,  which may  include,  but is not limited to,
            cancellation,  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 cause the  Remarketing  Agent to promptly  attempt to remarket
            such  Foreclosure  Property in  accordance  with and pursuant to the
            Remarketing   Agreement.   The   Remarketing   Fees  due  under  the
            Remarketing Agreement shall constitute Liquidation Expenses and upon
            reimbursement  to the Servicer  shall be paid by the Servicer to the
            Remarketing Agent.

            (b) The Servicer may not sell any of the  Foreclosure  Property that
is an asset of the Trust Estate except for or as specifically  permitted by this
Indenture.


                                       31
<PAGE>

            (c) The Servicer shall, at least once each week, for each applicable
Credit Card  Timeshare  Loan,  deposit to the Credit Card  Account,  the service
charge imposed by the  applicable  credit card vendor for processing the payment
due from the Obligor (such amount,  the "Servicer Credit Card Processing  Cost")
and shall  immediately cause all amounts on deposit therein to be transferred to
the Lockbox  Account.  With the written  consent of 66-2/3% of the Adjusted Note
Balance of each Class of Notes,  the  Indenture  Trustee shall cause the Lockbox
Bank to restrict the  Servicer's  access and rights to the Credit Card  Account,
and shall  instruct the Indenture  Trustee to instruct the Lockbox Bank to sweep
all  amounts  on deposit in the Credit  Card  Account to be  transferred  to the
Lockbox  Account on a daily  basis.  The  Servicer  hereby  agrees  that if such
direction  is given by the  Noteholders,  the  Servicer  shall not  provide  any
contrary  instruction  to the  Lockbox  Bank with  respect  to the  Credit  Card
Account.

            (d) For so long as Bluegreen or any of its  Affiliates  controls the
Resorts,  the Servicer shall use  commercially  reasonable best efforts to cause
the Club  Managing  Entity 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 Adjusted
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,  if  applicable,  may be amended or modified in a
manner that  reasonably  may be determined to have a material  adverse effect on
the  Noteholders  only  with  the  prior  written  consent  of  the  Noteholders
representing  at least  66-2/3% of the  Adjusted  Note  Balance of each Class of
Notes,   which   consent  shall  not  be   unreasonably   withheld  or  delayed.
Notwithstanding  the foregoing  sentence,  for so long as Bluegeen or any of its
Affiliates  controls the Timeshare  Association for a Resort, and Bluegeen or an
Affiliate thereof is the manager, Bluegreen shall not permit any modification or
amendment  to the related  management  contract  and master  marketing  and sale
contract,  if  applicable,  to  cause  the  Issuer  to fail to be  treated  as a
"qualified  special  purpose  entity"  as  defined  in  Statement  of  Financial
Accounting Standards No. 140 (or any successor Statement of Financial Accounting
Standards).

            (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 (i) cause such Lien to be
released of record, (ii) 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 (iii)
provide the Indenture  Trustee with such other security as the Indenture Trustee
may reasonably require.

            (g) The Servicer shall: (i) promptly notify the Indenture Trustee of
(A) any claim,  action or proceeding which may be reasonably  expected to have a
material adverse effect


                                       32
<PAGE>

on the Trust Estate,  or any material part  thereof,  and (B) any action,  suit,
proceeding,  order or injunction of which Servicer  becomes aware after the date
hereof  pending or  threatened  against 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;  (ii) 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  (iii)  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.  Notwithstanding the foregoing,  should the Club Managing
Entity  determine  that it is  desirable  to replace the  existing  hardware and
software related to the Reservation  System,  it will be allowed to enter into a
lease or finance  arrangement  in connection  with the lease or purchase of such
hardware and software.

            (i) The  Servicer  shall comply in all  material  respects  with the
Collection  Policy in effect on the Closing  Date (or,  as amended  from time to
time with the consent of the  Noteholders  representing  at least 66-2/3% of the
Adjusted  Note  Balance  of each  Class of  Notes)  and  with  the  terms of the
Timeshare Loans.

      SECTION 5.4. Servicer Events of Default.

            (a)  A  "Servicer  Event  of  Default"  means,  the  occurrence  and
continuance of any of the following events:

                  (i) any failure by the Servicer to make any required  payment,
            transfer or deposit when due hereunder and the  continuance  of such
            default for a period of two Business Days; provided,  however,  that
            the  period  within  which  the  Servicer  shall  make any  required
            payment, transfer or deposit shall be extended to such longer period
            as is appropriate  in the event of a Force Majeure Delay,  provided,
            further,  that such longer  period shall not exceed  seven  Business
            Days;

                  (ii) any  failure  by the  Servicer  to provide  any  required
            report  within five Business Days of when such report is required to
            be delivered hereunder;  provided,  however,  that the period within
            which the  Servicer  shall  provide any report  shall be extended to
            such longer period as is appropriate in the event of a Force Majeure
            Delay,  provided,  further, that such longer period shall not exceed
            ten Business Days;


                                       33
<PAGE>

                  (iii) any failure by the Servicer to observe or perform in any
            material  respect  any  other  covenant  or  agreement  which  has a
            material  adverse effect on the  Noteholders and such failure is not
            remedied  within 30 days (or, if the  Servicer  shall have  provided
            evidence  satisfactory  to the Indenture  Trustee that such covenant
            cannot  be  cured in the  30-day  period  and that it is  diligently
            pursuing a cure,  60 days),  after the  earlier of (x) the  Servicer
            first acquiring  Knowledge  thereof and (y) the Indenture  Trustee's
            giving written notice thereof to the Servicer;

                  (iv) any  representation  or warranty  made by the Servicer in
            this Indenture  shall prove to be incorrect in any material  respect
            as of the time when the same shall have been made,  and such  breach
            is not  remedied  within 30 days (or,  if the  Servicer  shall  have
            provided  evidence  satisfactory to the Indenture  Trustee that such
            breach  cannot  be  cured  in  the  30-day  period  and  that  it is
            diligently  pursuing a cure,  60 days)  after the earlier of (x) the
            Servicer  first  acquiring  Knowledge  thereof and (y) the Indenture
            Trustee's giving written notice thereof to the Servicer;

                  (v) the  entry by a court  having  competent  jurisdiction  in
            respect  of the  Servicer  of (i) a decree  or order  for  relief in
            respect of the Servicer in an involuntary  case or proceeding  under
            any   applicable   federal   or   state   bankruptcy,    insolvency,
            reorganization,  or  other  similar  law or (ii) a  decree  or order
            adjudging  the  Servicer a bankrupt or  insolvent,  or  approving as
            properly  filed  a  petition  seeking  reorganization,  arrangement,
            adjustment,  or  composition  of or in respect of the Servicer under
            any  applicable  federal or state law, or  appointing  a  custodian,
            receiver,  liquidator,  assignee,  trustee,  sequestrator,  or other
            similar official of the Servicer,  or of any substantial part of its
            property,  or ordering the winding up or liquidation of its affairs,
            and the  continuance  of any such  decree or order for relief or any
            such other decree or order unstayed and in effect for a period of 60
            consecutive days;

                  (vi) the  commencement  by the Servicer of a voluntary case or
            proceeding  under  any  applicable   federal  or  state  bankruptcy,
            insolvency,  reorganization,  or other  similar  law or of any other
            case or proceeding to be adjudicated a bankrupt or insolvent, or the
            consent  by either  to the entry of a decree or order for  relief in
            respect of the Servicer in an involuntary  case or proceeding  under
            any   applicable   federal   or   state   bankruptcy,    insolvency,
            reorganization,  or other similar law or to the  commencement of any
            bankruptcy  or  insolvency  case or  proceeding  against  it, or the
            filing  by  it  of  a  petition   or  answer  or   consent   seeking
            reorganization or relief under any applicable  federal or state law,
            or the  consent  by it to the  filing  of  such  petition  or to the
            appointment  of  or  taking  possession  by a  custodian,  receiver,
            liquidator,  assignee, trustee, sequestrator, or similar official of
            the  Servicer or of any  substantial  part of its  property,  or the
            making by it of an assignment  for the benefit of creditors,  or the
            Servicer's failure to pay its debts generally as they become due, or
            the taking of corporate action by the Servicer in furtherance of any
            such action;

                  (vii)  the  Servicer  (if  Bluegreen)  fails  to have at least
            $75,000,000 in financing facilities in place, or


                                       34
<PAGE>

                  (viii)  a  Trigger  Event  that  remains   uncured  for  three
            consecutive Due Periods.

            If any Servicer  Event of Default  shall have  occurred and not been
waived  hereunder or there shall have been a material default by the Servicer of
a material  obligation  of the  Servicer for which (i) the Servicer has received
written  notice of such  default,  (ii) such  default  has not been cured by the
Servicer or waived in writing and the period for cure has expired and (iii) such
default  would  result in a  liability  to the  Servicer  in excess of 5% of the
Servicer's  Equity at such time, the Indenture Trustee may, and upon notice from
Noteholders  representing  at least 66-2/3% of the Adjusted 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 Adjusted  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 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


                                       35
<PAGE>

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 Adjusted 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 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.


                                       36
<PAGE>

      SECTION 5.5. Accountings; Statements and Reports.

            (a) Monthly Servicer Report.  Not later than two Business Days prior
to the Payment Date,  the Servicer  shall  deliver to the Issuer,  the Indenture
Trustee,  the Rating Agencies and the Initial Purchaser,  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 Initial  Purchaser  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.

            (b)  Certification  as to Compliance.  The Servicer shall deliver to
the  Issuer,  the  Indenture  Trustee,  the  Rating  Agencies  and  the  Initial
Purchaser, an Officer's Certificate on or before June 30 of each year commencing
in 2009:  (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 officer  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 (y) 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 June 30 of each
year  commencing  in 2009,  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  Indenture
Trustee, the Rating Agencies and the Initial Purchaser),  to the effect that (1)
such firm has  examined  and  audited  the  Servicer's  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  included such
tests and  procedures as they  considered  necessary in the  circumstances,  (4)
their  examinations  and  comparisons  described under clauses (1) and (2) 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, 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


                                       37
<PAGE>

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
have  a  material  and  adverse  effect  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 Initial  Purchaser
describing  its nature and period of  existence  and what action the Servicer is
taking or proposes to take with  respect  thereto.  The  Issuer,  the  Indenture
Trustee and the Initial  Purchaser  acknowledge  that if any  condition or event
referred  to in  subparagraph  (i) above has been  disclosed  in the  Servicer's
periodic filings with the Securities and Exchange  Commission on a timely basis,
that such disclosure will satisfy the requirements of subparagraph (i) above.

      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


                                       38
<PAGE>

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 ten Business 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 ten
days' prior written notice of any cancellation or modification initiated by such
insurer.

      SECTION 5.8. Merger or Consolidation of the Servicer.

            (a) The  Servicer  shall  promptly  provide  written  notice  to the
Indenture  Trustee and the Rating Agencies 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 (1)
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 (2) an opinion of
counsel as to the enforceability of such agreement;  provided, further, that the
Rating  Agencies  shall have  confirmed  that such  action  will not result in a
downgrade or withdrawal of any rating assigned to a 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  delivery  to the  Indenture  Trustee  of a  written
confirmation  from the Rating Agencies that the execution of such  sub-servicing
agreement  and the  retention  of such  sub-servicer  would  not  result  in the
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.


                                       39
<PAGE>

            (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.

      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 Adjusted  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 Adjusted 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 Adjusted 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) the ratings
of the Notes will not be  qualified,  downgraded or withdrawn (as evidenced by a
letter from each Rating  Agency to the Indenture  Trustee 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 3.4 and 6.6 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


                                       40
<PAGE>

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 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. The Servicer may require the Issuer,  the Indenture Trustee or any
Noteholder or its agents or  representatives  to execute  certain  agreements in
order to comply with applicable privacy laws.

      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.


                                       41
<PAGE>

            (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 to  continue  to perform its 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 shall 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.  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 Closing  Date (with
respect  to the  Initial  Timeshare  Loans  that are Aruba  Club  Loans) and the
related Transfer Date (with respect to a Subsequent  Timeshare Loan or Qualified
Substitute  Timeshare  Loan that is an Aruba


                                       42
<PAGE>

Club Loan), the Servicer shall confirm that notices have been mailed out to each
related  Obligor that such Timeshare Loan has ultimately  been  transferred  and
assigned to the Issuer and pledged 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.

      SECTION 5.18.  Recordation.  As soon as practicable after the Closing Date
or Transfer  Date, as  applicable,  but in no event later than ten Business Days
after receipt by the Servicer of the original Mortgage, the Servicer shall cause
the  Assignment  of  Mortgage in respect of each  Timeshare  Loan to be sent for
recording to 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. Events of Default.

            "Event of Default" wherever used herein with respect to Notes, means
any one of the following events:

            (a) a  default  in the  making  of  Interest  Distribution  Amounts,
Principal Distribution Amounts,  Deferred Interest Amounts or any other payments
in respect of any Note when such become due and payable, and continuance of such
default for three Business Days; or

            (b) a non-monetary  default in the  performance,  or breach,  of any
covenant of the Issuer in this Indenture  (other than a covenant  dealing with a
default in the  performance of which,  or the breach of which,  is  specifically
dealt with  elsewhere in this Section 6.1),  the  continuance of such default or
breach for a period of 30 days (or, if the Issuer shall have  provided  evidence
satisfactory to the Indenture  Trustee that such covenant cannot be cured in the
30-day  period and that it is  diligently  pursuing a cure,  60 days)  after the
earlier  of (x)  the  Issuer  first  acquiring  Knowledge  thereof,  and (y) the
Indenture  Trustee's  giving  written  notice  thereof to the Issuer;  provided,
however,  that if such default or breach is in respect of the negative covenants
contained in Section  8.6(a)(i)  or (ii) hereof,  there shall be no grace period
whatsoever; or

            (c) if any  representation  or  warranty  of the Issuer made in this
Indenture  shall prove to be incorrect  in any  material  respect as of the time
when the same shall have been made,  and such breach is not  remedied  within 30
days (or,  if the  Issuer  shall  have  provided  evidence  satisfactory  to the
Indenture  Trustee that such  representation  or warranty cannot be cured in the
30-day  period and that it is  diligently  pursuing a cure,  60 days)  after the
earlier  of (x)  the  Issuer  first  acquiring  Knowledge  thereof,  and (y) the
Indenture Trustee's giving written notice thereof to the Issuer; or


                                       43
<PAGE>

            (d) the entry by a court having  jurisdiction over the Issuer of (i)
a decree or order for relief in respect of the Issuer in an involuntary  case or
proceeding  under  any  applicable  federal  or  state  bankruptcy,  insolvency,
reorganization,  or other  similar law or (ii) a decree or order  adjudging  the
Issuer a bankrupt  or  insolvent,  or  approving  as  properly  filed a petition
seeking reorganization, arrangement, adjustment, or composition of or in respect
of the  Issuer  under any  applicable  federal  or state law,  or  appointing  a
custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator,  or other
similar official of the Issuer,  or of any substantial part of its property,  or
ordering the winding up or  liquidation of its affairs,  and the  continuance of
any such decree or order for relief or any such other  decree or order  unstayed
and in effect for a period of 60 consecutive days; or

            (e) the commencement by the Issuer of a voluntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization, or
other  similar  law or of any  other  case or  proceeding  to be  adjudicated  a
bankrupt  or  insolvent,  or the  consent  by either to the entry of a decree or
order for relief in respect of the Issuer in an  involuntary  case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization, or
other similar law or to the commencement of any bankruptcy or insolvency case or
proceeding  against  it, or the filing by it of a petition  or answer or consent
seeking  reorganization or relief under any applicable  federal or state law, or
the  consent by it to the filing of such  petition or to the  appointment  of or
taking  possession  by a custodian,  receiver,  liquidator,  assignee,  trustee,
sequestrator,  or similar  official of the Issuer or of any substantial  part of
its property, or the making by it of an assignment for the benefit of creditors,
or the  Issuer's  failure to pay its debts  generally as they become due, or the
taking of corporate action by the Issuer in furtherance of any such action; or

            (f) the Issuer  becoming  subject to  registration as an "investment
company" under the Investment Company Act of 1940, as amended; or

            (g) the  impairment of the validity of any security  interest of the
Indenture  Trustee  in the  Trust  Estate  in any  material  respect,  except as
expressly permitted hereunder, or the creation of any material encumbrance on or
with respect to the Trust Estate or any portion thereof not otherwise permitted,
which is not stayed or released  within ten days of the Issuer having  Knowledge
of its creation; or

            (h) the  occurrence  and  continuance of a Servicer Event of Default
that is uncured for two consecutive Due Periods.

      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 Section  6.1(d) or Section
6.1(e) above occurs,  (ii) an Event of Default of the kind  specified in Section
6.1(a) above occurs and either (x) the Indenture  Trustee 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.


                                       44
<PAGE>

            (b) Upon the occurrence and  continuance of an Event of Default,  if
such Event of Default is of the kind  specified  in Section  6.1(a) above (other
than as described in Section 6.2(a) above),  the Indenture  Trustee shall,  upon
notice from  Noteholders  representing  at least  66-2/3% of the  Adjusted  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
Adjusted  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) above)  shall  occur and is  continuing,  the  Indenture
Trustee shall, upon notice from Noteholders representing at least 66-2/3% of the
Adjusted  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 each Rating Agency.

            (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  Trustee as  hereinafter  in this Article VI provided,
the  Noteholders  representing  at least 66-2/3% of the Adjusted 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  Adjusted  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


                                       45
<PAGE>

                              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
Adjusted 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 directed by
the  Noteholders  representing  at least 66-2/3% of the Adjusted 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) If an Event of Default  specified in Section 6.1(a) above 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.

            (d)  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
Adjusted  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


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<PAGE>

any other proper  remedy.  The Indenture  Trustee  shall notify the Issuer,  the
Rating Agencies, the Servicer and the Noteholders of any such action.

            (e) 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 Adjusted  Note
Balance  of each  Class of Notes that such  Persons  approve  of or request  the
liquidation  of all 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
Adjusted 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.  Notwithstanding  anything  to  the  contrary  herein,
neither  Bluegreen nor any of its Affiliates  may make a bid in connection  with
the disposition of the Timeshare Loans in accordance with this Section 6.3(d).

      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 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


                                       47
<PAGE>

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  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  (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 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;


                                       48
<PAGE>

                  (vii) to the Backup  Servicer,  any accrued and unpaid  Backup
            Servicing  Fees  (less  any  amounts  received  from  the  Indenture
            Trustee, as successor Servicer);

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

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

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

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

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

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

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

                  (xv) to the Class A Noteholders,  the Deferred Interest Amount
            for such Class, if any;

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

                  (xvii)  to the  Class B  Noteholders,  the  Deferred  Interest
            Amount for such Class, if any;

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

                  (xix) to the Class C Noteholders, the Deferred Interest Amount
            for such Class, if any;

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

                  (xxi) to the Class D Noteholders, the Deferred Interest Amount
            for such Class, if any;

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

                  (xxiii)  to the Class E  Noteholders,  the  Deferred  Interest
            Amount for such Class, if any;

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


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<PAGE>

                  (xxv) to the Class F Noteholders, the Deferred Interest Amount
            for such Class, if any;

                  (xxvi)  to the  Class G  Noteholders,  the  Class  G  Interest
            Distribution Amount;

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

                  (xxviii) to the Class G  Noteholders,  the  Deferred  Interest
            Amount for such Class, if any;

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

                  (xxx)  any  remaining   Available  Funds  to  the  Certificate
            Distribution   Account  for  distribution   pursuant  to  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 accrued and unpaid Indenture
            Trustee Fees and certain 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  (less  any  amounts  received  from  the  Indenture
            Trustee, as successor Servicer);

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

                  (ix) to the Class A Noteholders, the Class A Deferred Interest
            Amount, if any;


                                       50
<PAGE>

                  (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,  the  Class  B  Deferred
            Interest Amount, if any;

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

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

                  (xv) to the Class C Noteholders, the Class C Deferred Interest
            Amount, if any;

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

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

                  (xviii)  to the  Class D  Noteholders,  the  Class D  Deferred
            Interest Amount, if any;

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

                  (xx)  to  the  Class  E  Noteholders,  the  Class  E  Interest
            Distribution Amount;

                  (xxi)  to the  Class  E  Noteholders,  the  Class  E  Deferred
            Interest Amount, if any;

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

                  (xxiii)  to the  Class F  Noteholders,  the  Class F  Interest
            Distribution Amount;

                  (xxiv)  to the  Class F  Noteholders,  the  Class  F  Deferred
            Interest Amount, if any;

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

                  (xxvi)  to the  Class G  Noteholders,  the  Class  G  Interest
            Distribution Amount;

                  (xxvii)  to the  Class G  Noteholders,  the  Class G  Deferred
            Interest Amount, if any;


                                       51
<PAGE>

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

                  (xxix)  any  remaining  Available  Funds  to  the  Certificate
            Distribution   Account  for  distribution   pursuant  to  the  Trust
            Agreement.

            (c)  Notwithstanding  the occurrence and continuation of an Event of
Default,  prior to the occurrence of a Sequential Pay Event,  Noteholders  shall
continue  to be paid in the  manner and  priorities  described  in  Section  3.4
hereof.

      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  Adjusted  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, each Noteholder shall
have the absolute and  unconditional  right to receive  payment of the principal
of, and interest on, such Note as such payments of principal and


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<PAGE>

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
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 Noteholders.

            Except as may  otherwise be provided in this  Indenture,  until such
time as the  conditions  specified in Sections  11.1(a)(i)  and (ii) hereof have
been satisfied in full,  the  Noteholders  representing  at least 66-2/3% of the
Adjusted  Note Balance of each Class of Notes shall have the right to direct the
time,  method and place of conducting any proceeding for any remedy available to
the  Indenture  Trustee,  or  exercising  any  trust or power  conferred  on the
Indenture Trustee, with respect to the Notes. Notwithstanding the foregoing:

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

                  (ii) the Indenture Trustee shall not be required to follow any
            such direction which the Indenture Trustee reasonably believes might
            result  in any


                                       53
<PAGE>

            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 each Noteholder.

      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 Adjusted 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 such Noteholder), 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  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
Adjusted 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.

      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


                                       54
<PAGE>

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;

                  (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;


                                       55
<PAGE>

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

                  (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) above.

      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.

            (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


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<PAGE>

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.

            (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.


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<PAGE>

            (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 Rating  Agencies 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 Adjusted 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 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


                                       58
<PAGE>

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,
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 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.


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<PAGE>

      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
Adjusted  Note  Balance of 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 Rating Agencies and the Noteholders.  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  Adjusted  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 Rating
Agencies,  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  as  bankrupt or
insolvent,  or a receiver of the Indenture  Trustee or of its property  shall be
appointed,  or any 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 Adjusted 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


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<PAGE>

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  Adjusted  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 Rating Agencies, 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 Rating Agencies,  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  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


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<PAGE>

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  indenture 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  Adjusted  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 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.


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<PAGE>

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


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            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.

            (a) 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  required  by the  Lockbox  Bank.  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 account. In addition,
the Indenture Trustee is hereby authorized to enter into,  execute,  deliver and
perform  under,  each  of  the  applicable  Transaction  Documents,  the  letter
agreement among the Indenture Trustee,  the Depositor,  the Issuer and Bluegreen
regarding the purchase and transfer of Closing Date Eligible Investments and the
Depository Agreement.  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.

            (b) The  Indenture  Trustee is  authorized  and  directed  to act as
titleholder of the Credit Card Account for the benefit of the  Noteholders  with
interests in the funds on deposit in such account.

      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


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thereof,  such  surrenders,  notices  and  demands  may be made or served at the
Corporate Trust 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 the  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 and 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


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<PAGE>

whose  right to or  interest  in  moneys  due and  payable  but not  claimed  is
determinable)  from the 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.


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<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


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            to receive all 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,  the 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 Adjusted  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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of 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;

                  (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


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            (other  than  with  respect  to any  Permitted  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 (a) 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; or

                  (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.


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      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 Backup Servicer, the Lockbox
Bank, the Club  Originator,  the  Depositor,  the Indenture  Trustee,  the Owner
Trustee,   the   Administrator,   the  Custodian,   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  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


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<PAGE>

            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 Noteholder.

            (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 Statement of Financial Accounting Standards No. 140 (or any successor
Statement of Financial Accounting Standards).

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

      SECTION 9.2. Supplemental Indentures with Consent of Noteholders.

            (a) With the consent of Noteholders representing at least 66-2/3% of
the Adjusted 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  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  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 or
            Adjusted Note Balance,  the consent of the  Noteholders  of which is
            required  for  any


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            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"; or

                  (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;

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

            (b) The Indenture  Trustee  shall  promptly  deliver,  at least five
Business  Days prior to the  effectiveness  thereof to each  Noteholder  and the
Rating Agencies,  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  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 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


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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.

                               REDEMPTION OF NOTES

      SECTION 10.1. Optional Redemption; Election to Redeem.

            The  Servicer  shall  have the option 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 10.2. Notice to Indenture Trustee.

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

      SECTION 10.3. Notice of Redemption by the Servicer.

            Notices of  redemption  shall be given by first class mail,  postage
prepaid,  mailed not less than for 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 10.4. 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 10.5. Notes Payable on Redemption Date.

            Notice of  redemption  having been given as provided in Section 10.3
hereof and deposit of the  Redemption  Price with the Indenture  Trustee  having
been made as provided in Section 10.4 hereof,  the Notes shall on the Redemption
Date,  become due and payable at the


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<PAGE>

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


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<PAGE>

                  (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 or at the
Issuer's direction 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 then 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 Trustee to be held and applied according to
Section 3.4 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.


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<PAGE>

                                  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, 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);

            (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


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<PAGE>

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, 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 Commonwealth 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's  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 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


                                       78
<PAGE>

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.  Except as specified in
"RISK FACTORS" in the Offering  Circular and on Schedule II hereto,  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  Timeshare  Loan or title of any Obligor to any  Timeshare
Property  pursuant to the  applicable  Owner  Beneficiary  Agreement or (iv) the
Indenture  Trustee's  ability to foreclose or otherwise enforce the Liens of the
Timeshare Loans.

            (f) Taxes.  Except as described on Schedule II hereto,  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.

            (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


                                       79
<PAGE>

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  other  than
"Bluegreen Patten  Corporation" in North Carolina and "Bluegreen  Corporation of
Massachusetts" in Louisiana.

            (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 in the
certificates,  the  Offering  Circular  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 have,
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.


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<PAGE>

      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, 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  (A)  applicable  bankruptcy,
insolvency, reorganization,  moratorium and other laws affecting the enforcement
of  creditors'  rights  generally  and the rights of  creditors of banks and (B)
general  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


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<PAGE>

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 Note  Registrar,  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  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


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<PAGE>

                  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.

            (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:


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<PAGE>

                        (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 Indenture Trustee.

            (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,
the following

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


                                       84
<PAGE>

                  (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  Backup
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  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


                                       85
<PAGE>

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 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,


                                       86
<PAGE>

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  Backup  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

            (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;


                                       87
<PAGE>

            (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 2007-A
            c/o Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890-0001
            Attention: Corporate Trust Administration
            Fax: (302) 636-4140

            with a copy to:

            Weinstock & Scavo, P.C.
            3405 Piedmont Road, N.E.
            Suite 300
            Atlanta, Georgia 30305
            Attention: Mark I. Sanders
            Fax: (404) 231-1618

            If to the Club Trustee:

            Vacation Trust, Inc.
            4950 Communication Avenue
            Suite 900
            Boca Raton, Florida 33431
            Attention: James R. Martin
            Fax: (561) 912-7999

            If to the Servicer:


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<PAGE>

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

            with a copy to:

            Weinstock & Scavo, P.C.
            3405 Piedmont Road, N.E.
            Suite 300
            Atlanta, Georgia 30305
            Attention: Mark I. Sanders
            Fax: (404) 231-1618

            If to the Backup Servicer:

            Concord Servicing Corporation
            4725 North Scottsdale Road
            Suite 300
            Scottsdale, Arizona 85251
            Fax: (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: Structured Finance/BXG Receivables Note Trust 2007-A
            Fax: (651) 495-8090
            Telephone Number: (651) 495-3880

            If to the Rating Agencies:

            Moody's Investors Service, Inc.
            99 Church Street
            New York, New York 10007
            Attention: AFG - Data Monitoring Group

            Standard & Poor's Ratings Services,
            a division of The McGraw-Hill Companies, Inc.
            55 Water Street, 41st Floor


                                       89
<PAGE>

            New York, New York  10041-0003
            Attention: ABS Surveillance

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  Adjusted  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
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.


                                       90
<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 2007-A,

                            By:  Wilmington Trust Company, as Owner Trustee

                                 By: ____________________________________
                                     Name:
                                     Title:


                            BLUEGREEN CORPORATION,
                            as Servicer

                            By:  _________________________________________
                                 Name: Anthony M. Puleo
                                 Title: Senior Vice President, CFO & Treasurer


                            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:

                        [Signature Page to the Indenture]


                                       91