<PAGE>

                                                                  EXHIBIT 10.108

                                    INDENTURE

                                     BETWEEN

                       BXG RECEIVABLES OWNER TRUST 2004-A,
                                    AS ISSUER

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION,
                              AS INDENTURE TRUSTEE

                           DATED AS OF AUGUST 3, 2004

<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE I                  DEFINITIONS AND INCORPORATION BY REFERENCE.........................................      1
     SECTION 1.1.          Definitions........................................................................      1
     SECTION 1.2.          Rules of Construction..............................................................      1

ARTICLE II                 THE NOTES..........................................................................      2
     SECTION 2.1.          Form...............................................................................      2
     SECTION 2.2.          Execution, Authentication and Delivery.............................................      2
     SECTION 2.3.          Temporary Notes....................................................................      2
     SECTION 2.4.          Registration: Registration of Transfer and Exchange................................      3
     SECTION 2.5.          Mutilated, Destroyed, Lost or Stolen Notes.........................................      4
     SECTION 2.6.          Persons Deemed Owner...............................................................      4
     SECTION 2.7.          Payment of Principal and Interest - Defaulted Interest.............................      4
     SECTION 2.8.          Cancellation.......................................................................      5
     SECTION 2.9.          Release of Collateral..............................................................      5
     SECTION 2.10.         Definitive Notes...................................................................      5
     SECTION 2.11.         Transfer Restrictions..............................................................      5
     SECTION 2.12.         CUSIP Numbers......................................................................      8

ARTICLE III                COVENANTS; REPRESENTATIONS AND WARRANTIES..........................................      8
     SECTION 3.1.          Payment of Principal and Interest..................................................      8
     SECTION 3.2.          Maintenance of Office or Agency....................................................      9
     SECTION 3.3.          Money for Payments To Be Held in Trust.............................................      9
     SECTION 3.4.          Existence..........................................................................     10
     SECTION 3.5.          Protection of the Collateral.......................................................     10
     SECTION 3.6.          Intentionally Omitted..............................................................     11
     SECTION 3.7.          Performance of Obligations; Servicing of Receivables...............................     11
     SECTION 3.8.          Negative Covenants.................................................................     12
     SECTION 3.9.          Issuer May Consolidate, etc., Only on Certain Terms................................     13
     SECTION 3.10.         Successor or Transferee............................................................     14
     SECTION 3.11.         No Other Business..................................................................     15
     SECTION 3.12.         No Borrowing.......................................................................     15
     SECTION 3.13.         Servicer's Obligations.............................................................     15
     SECTION 3.14.         Guarantees, Loans, Advances and Other Liabilities..................................     15
     SECTION 3.15.         Capital Expenditures...............................................................     15
     SECTION 3.16.         Notice of Defaults and Events of Default...........................................     15
     SECTION 3.17.         Further Instruments and Acts.......................................................     15
     SECTION 3.18.         Compliance with Laws...............................................................     15
     SECTION 3.19.         Tax Treatment......................................................................     15
     SECTION 3.20.         Investment Company Act.............................................................     15
     SECTION 3.21.         Conduct of Business................................................................     15
     SECTION 3.22.         Annual Statement as to Compliance..................................................     16
     SECTION 3.23.         Representations and Warranties of the Issuer.......................................     16

ARTICLE IV                 SATISFACTION AND DISCHARGE.........................................................     17
     SECTION 4.1.          Satisfaction and Discharge of Indenture............................................     17
     SECTION 4.2.          Application of Trust Money.........................................................     17
</TABLE>

                                       i
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<TABLE>
<S>                                                                                                                <C>
     SECTION 4.3.          Repayment of Moneys Held by Paying Agent...........................................     18

ARTICLE V                  EVENTS OF DEFAULT; REMEDIES........................................................     18
     SECTION 5.1.          Events of Default..................................................................     18
     SECTION 5.2.          Acceleration of Maturity...........................................................     19
     SECTION 5.3.          Rescission and Annulment...........................................................     19
     SECTION 5.4.          Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..........     20
     SECTION 5.5.          Remedies; Priorities...............................................................     21
     SECTION 5.6.          Optional Preservation of the Receivables...........................................     22
     SECTION 5.7.          Limitation of Suits................................................................     23
     SECTION 5.8.          Unconditional Rights of Noteholders To Receive Principal and Interest..............     23
     SECTION 5.9.          Restoration of Rights and Remedies.................................................     23
     SECTION 5.10.         Rights and Remedies Cumulative.....................................................     23
     SECTION 5.11.         Delay or Omission Not a Waiver.....................................................     23
     SECTION 5.12.         Control by Noteholders.............................................................     24
     SECTION 5.13.         Waiver of Past Defaults............................................................     24
     SECTION 5.14.         Undertaking for Costs..............................................................     24
     SECTION 5.15.         Waiver of Stay or Extension Laws...................................................     25
     SECTION 5.16.         Action on Notes....................................................................     25
     SECTION 5.17.         Performance and Enforcement of Certain Obligations.................................     25

ARTICLE VI                 THE INDENTURE TRUSTEE..............................................................     25
     SECTION 6.1.          Duties of the Indenture Trustee....................................................     25
     SECTION 6.2.          Rights of Indenture Trustee........................................................     27
     SECTION 6.3.          Individual Rights of the Indenture Trustee.........................................     28
     SECTION 6.4.          Indenture Trustee's Disclaimer.....................................................     28
     SECTION 6.5.          Notice of Defaults.................................................................     28
     SECTION 6.6.          Reports by Indenture Trustee to the Holders........................................     28
     SECTION 6.7.          Compensation and Indemnity.........................................................     28
     SECTION 6.8.          Replacement of the Indenture Trustee...............................................     28
     SECTION 6.9.          Successor Indenture Trustee by Merger..............................................     29
     SECTION 6.10.         Appointment of Co-Trustee or Separate Trustee......................................     30
     SECTION 6.11.         Eligibility; Disqualification......................................................     31
     SECTION 6.12.         Representations and Warranties of Indenture Trustee................................     31

ARTICLE VII                NOTEHOLDERS' LISTS AND REPORTS.....................................................     32
     SECTION 7.1.          Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.............     32
     SECTION 7.2.          Preservation of Information: Communications to Noteholders.........................     32

ARTICLE VIII               ACCOUNTS, DISBURSEMENTS AND RELEASES...............................................     32
     SECTION 8.1.          Collection of Money................................................................     32
     SECTION 8.2.          Trust Accounts.....................................................................     32
     SECTION 8.3.          General Provisions Regarding Accounts..............................................     32
     SECTION 8.4.          Release of Collateral..............................................................     33

ARTICLE IX                 SUPPLEMENTAL INDENTURES............................................................     33
     SECTION 9.1.          Supplemental Indentures Without Consent of Noteholders.............................     33
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                <C>
     SECTION 9.2.          Supplemental Indentures With Consent of Noteholders................................     34
     SECTION 9.3.          Execution of Supplemental Indentures...............................................     35
     SECTION 9.4.          Effect of Supplemental Indenture...................................................     35
     SECTION 9.5.          Reference in Notes to Supplemental Indentures......................................     35

ARTICLE X                  REDEMPTION OF NOTES................................................................     36
     SECTION 10.1.         Redemption.........................................................................     36
     SECTION 10.2.         Form of Redemption Notice..........................................................     36
     SECTION 10.3.         Notes Payable on Redemption Date...................................................     36

ARTICLE XI                 MISCELLANEOUS......................................................................     37
     SECTION 11.1.         Compliance Certificates and Opinions, etc..........................................     37
     SECTION 11.2.         Form of Documents Delivered to Indenture Trustee...................................     37
     SECTION 11.3.         Acts of Noteholders................................................................     38
     SECTION 11.4.         Notices, etc., to the Indenture Trustee, Issuer, the Facility Administrator........     38
     SECTION 11.5.         Notices to Noteholders; Waiver.....................................................     38
     SECTION 11.6.         Alternate Payment and Notice Provisions............................................     39
     SECTION 11.7.         Effect of Headings and Table of Contents...........................................     39
     SECTION 11.8.         Successors and Assigns.............................................................     39
     SECTION 11.9.         Severability.......................................................................     39
     SECTION 11.10.        Benefits of Indenture..............................................................     39
     SECTION 11.11.        Legal Holiday......................................................................     39
     SECTION 11.12.        Governing Law; Waiver of Jury Trial................................................     40
     SECTION 11.13.        Counterparts.......................................................................     40
     SECTION 11.14.        Recording of Indenture.............................................................     40
     SECTION 11.15.        Trust Obligation...................................................................     40
     SECTION 11.16.        No Petition........................................................................     40
     SECTION 11.17.        Inspection.........................................................................     40
     SECTION 11.18.        Confidentiality....................................................................     41
</TABLE>

                                      iii
<PAGE>

EXHIBITS

EXHIBIT A            Form of Notes

EXHIBIT B            Form of Section 3.22 Officer's Certificate

EXHIBIT C            Form of Purchaser Representation Letter

EXHIBIT D            Form of Seller Representation Letter

                                       iv
<PAGE>

      INDENTURE, dated as of August 3, 2004, between BXG Receivables Owner Trust
2004-A, a Delaware statutory trust (the "Issuer"), and U.S. Bank National
Association, a national banking association, as trustee and not in its
individual capacity (the "Indenture Trustee").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's Notes (each, a
"Note" and collectively, the "Notes").

                                 GRANTING CLAUSE

      The Issuer hereby Grants to the Indenture Trustee at the Closing Date, on
behalf of and for the benefit of the Noteholders, all of the Issuer's right,
title and interest in, to and under the following, whether now existing or
hereafter arising or acquired (collectively, the "Collateral"):

            (a)   the Trust Assets;

            (b)   all rights of the Issuer under the Sale and Servicing
      Agreement;

            (c)   all present and future claims, demands, causes and choses in
      action in respect of any or all of the foregoing and all payments on or
      under and all proceeds of every kind and nature whatsoever in respect of
      any or all of the foregoing, including all proceeds of the conversion,
      voluntary or involuntary, into cash or other liquid property, all cash
      proceeds, accounts, accounts receivable, notes, drafts, acceptances,
      chattel paper, checks, deposit accounts, insurance proceeds, condemnation
      awards, rights to payment of any and every kind and other forms of
      obligations and receivables, instruments and other property that at any
      time constitute all or part of or are included in the proceeds of any and
      all of the foregoing.

      The foregoing Grant is made in trust to secure (x) the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, as provided herein and (y) to secure compliance with this Indenture.

      The Indenture Trustee, on behalf of the Noteholders, (1) acknowledges such
Grant, and (2) accepts the trusts and the Grant of the Collateral under this
Indenture in accordance with this Indenture and agrees to perform its duties
required in this Indenture to the best of its ability to the end that the
interests of the Noteholders may be adequately and effectively protected.

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.1. Definitions. Capitalized terms used but not otherwise defined
herein are defined in the Definitions Annex.

      SECTION 1.2. Rules of Construction. Unless the context otherwise requires:
(i) a term has the meaning assigned to it; (ii) an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally accepted
accounting principles as in effect on the date hereof, (iii) "or" is not
exclusive; (iv) "including" means "including, without limitation"; and (v) words
in the singular include the plural and words in the plural include the singular.

<PAGE>

                                   ARTICLE II
                                    THE NOTES

      SECTION 2.1. Form. The Notes, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the form set forth in
Exhibit A, with such appropriate insertions, omissions, substitutions and other
variations as are required or 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
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

      The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the officers executing such Notes, as evidenced
by their execution of such Notes.

      Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibit A are part of the terms of this Indenture.

      SECTION 2.2. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

      Notes bearing the manual or facsimile signature of individuals who were at
the time of signature Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

      The Indenture Trustee shall upon an Issuer Order authenticate and deliver
the Notes for original issue in an aggregate principal amount of up to
$125,000,000. The Outstanding Amount of Notes at any time may not exceed the
aggregate of such amounts except as provided in Section 2.5.

      The Notes shall be issuable as registered Notes in the minimum
denomination of $100,000 and in greater whole-dollar denominations in excess
thereof.

      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 provided for herein executed by the
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate of authentication shall be conclusive evidence, and the
only evidence, that such Note has been duly authenticated and delivered
hereunder.

      SECTION 2.3. Temporary Notes. Pending the preparation of Definitive Notes,
the Issuer may execute, and upon receipt of an Issuer Order, the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with this Indenture as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

      If temporary Notes are issued, the Issuer will cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of

                                       2
<PAGE>

any one or more temporary Notes, the Issuer shall execute and the Indenture
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as if they were Definitive Notes.

      SECTION 2.4. Registration: Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
Indenture Trustee shall be the "Note Registrar" for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation of any
Note Registrar, the Issuer shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of the Note Registrar.

      If a Person other than the Indenture Trustee is appointed by the Issuer as
the Note Registrar, the Issuer will give the Indenture Trustee and the Facility
Administrator prompt written notice of the appointment of such Note Registrar
and of the location, and any change in the location, of the Note Register, and
the Indenture Trustee and the Facility Administrator shall have the right to
inspect the Note Register at all reasonable times, to obtain copies thereof and
to rely upon a certificate executed on behalf of the Note Registrar by a
Responsible Officer thereof as to the names and addresses of the Holders of the
Notes and the principal amounts and number of such Notes.

      Subject to the terms and conditions of this Indenture, upon surrender for
registration of transfer of any Note at the office or agency of the Issuer to be
maintained as provided in Section 3.2, if the requirements of Section 8-401(1)
of the UCC are met, the Issuer shall execute, the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture Trustee, in the
name of the designated transferee or transferees, one or more new Notes in any
authorized denominations of a like aggregate principal amount.

      At the option of the Holder, Notes may be exchanged for other new Notes in
any authorized denominations of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Subject to the
terms and conditions of this Indenture, whenever any Notes are so surrendered
for exchange, if the requirements of Section 8-401(1) of the UCC are met, the
Issuer shall execute, the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, the Notes that the
Noteholder making the exchange is entitled to receive.

      All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Issuer, evidencing the same debt and
entitled to the same benefits under this Indenture as the Notes surrendered upon
such registration of transfer or exchange.

      Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee and the Issuer and duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing, with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in the "Securities Transfer Agent's Medallion
Program" ("STAMP") or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP.

      No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.3 or 2.5 not involving any transfer.

                                       3
<PAGE>

      Notwithstanding anything else to the contrary contained herein, the
obligation of the Issuer to pay the principal of and interest on the Notes is
not a general obligation of the Issuer or any other Person, but is limited
solely to the Collateral pledged hereunder.

      SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by the Indenture Trustee and the Issuer to hold the
Indenture Trustee and the Issuer, respectively, harmless, then, in the absence
of notice to the Issuer, the Note Registrar or the Indenture Trustee that such
Note has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and
upon its written request the Indenture Trustee shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Note, a replacement Note; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become, or within fifteen days
shall be, due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note (or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence), a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the Issuer
and the Indenture Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered
(or payment made) or any assignee of such Person, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense (including
reasonable attorneys' fees and costs) incurred by the Issuer or the Indenture
Trustee in connection therewith.

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

      The provisions of this Section 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. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
of their respective agents may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such Note
and for all other purposes whatsoever, whether or not such Note be overdue, and
neither the Issuer, the Indenture Trustee nor any agent thereof shall be
affected by notice to the contrary.

      SECTION 2.7. Payment of Principal and Interest - Defaulted Interest. (a)
The Notes shall accrue interest at the Note Rate, and such interest shall be
payable on each Payment Date, subject to Section 3.1. Any installment of
interest or principal, if any, 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 (or one or more Predecessor
Notes) is registered on the Record Date, by wire transfer of immediately
available funds, or (if such Person has not delivered to the Indenture Trustee
in writing instructions with respect to effecting a wire transfer to such
Person) by check mailed first-class, postage prepaid, to such Person's address
as it appears on the Note Register on such Record Date.

                                       4
<PAGE>

Notwithstanding the above, the final installment of principal payable with
respect to the Notes (and except for the Redemption Price for any Note called
for redemption pursuant to Section 10.1) shall be payable as provided in Section
2.7(b)(ii). The funds represented by any such checks returned undelivered shall
be held in accordance with Section 3.3.

      (b)   (i) The principal of each Note shall be payable on each Payment Date
as and to the extent provided in this Indenture and Section 2.11 of the Sale and
Servicing Agreement. Not in limitation of the foregoing, (A) the entire
Outstanding Amount of the Notes shall be due and payable on the date following
the occurrence and during the continuance of an Event of Default on which the
Notes have been declared due and payable in the manner provided in Section 5.2;
and (B) the entire Outstanding Amount of the Notes, if any, shall be due and
payable on and after the Note Final Scheduled Maturity Date. All principal
payments on the Notes shall be made in accordance with Section 2.11 of the Sale
and Servicing Agreement.

            (ii)  The Indenture Trustee shall notify the Person in whose name a
      Note is registered at the close of business on the Record Date preceding
      the Payment Date on which the Issuer expects that the final installment of
      principal of and interest on such Note will be paid. Such notice shall be
      mailed no later than five days prior to such final Payment Date and shall
      specify that such final installment will be payable only upon presentation
      and surrender of such Note and shall specify the place where such Note may
      be presented and surrendered for payment of such installment. Notices in
      connection with redemptions of Notes shall be mailed to Noteholders as
      provided in Section 10.2.

      (c)   If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay, in any lawful manner, defaulted interest (plus interest on
such defaulted interest to the extent lawful) at the applicable interest rate
from the Payment Date for which such payment is in default. The Issuer may pay
such defaulted interest to the Persons who are Noteholders on a subsequent
Payment Date. The Indenture Trustee is not personally liable for any amounts
payable by the Issuer under this Indenture.

      SECTION 2.8. Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder that 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 except as expressly permitted by
this Indenture. All canceled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be returned to it; provided, that such Issuer Order is timely and the Notes have
not been previously disposed of by the Indenture Trustee.

      SECTION 2.9. Release of Collateral. Subject to Section 11.1 and the
Transaction Documents, the Indenture Trustee shall release property from the
Lien of this Indenture only (i) upon receipt of an Issuer Request accompanied by
an Officer's Certificate and (ii) with the consent of the Note Majority.

      SECTION 2.10. Definitive Notes. The Notes, upon original issuance, shall
be issued in definitive, fully registered form ("Definitive Notes").

      SECTION 2.11. Transfer Restrictions. (a) Each Noteholder, by its
acceptance of the Notes (or the obligations evidenced thereby), will be deemed
to have acknowledged, represented to and agreed with the Issuer, Bluegreen, the
Trust Depositor and their respective Affiliates as follows:

                                       5
<PAGE>

            (i)   Its Note is being acquired for investment purposes and without
      any view to, or for resale in connection with, the distribution thereof
      (or any interest therein) in violation of the Securities Act or any
      applicable blue sky laws (as defined below). Such Noteholder is either (i)
      a "qualified institutional buyer" (as defined in Rule 144A under the
      Securities Act) or (ii) an "accredited investor" (as defined in Regulation
      D under the Securities Act). It understands and acknowledges that the
      Notes have not been registered under the Securities Act or any other
      applicable securities law of any state or other jurisdiction ("blue sky
      laws"), and may not be offered, sold or otherwise transferred except in
      compliance with the registration requirements of the Securities Act or any
      other applicable blue sky laws, pursuant to an exemption therefrom or in a
      transaction not subject thereto. Further, it understands and acknowledges
      that the Issuer in connection with the initial sale of the Notes, is
      relying on the exemption from registration provided in Section 4(2) of the
      Securities Act, the availability of which depends on the investment intent
      of the purchaser.

            (ii)  It is a sophisticated investor and has such knowledge and
      experience in financial and business matters so as to be capable of
      evaluating the merits and risks of such investment, is able to incur a
      complete loss of such investment and is able to bear the economic risk of
      such investment for an indefinite period of time. It acknowledges that
      neither the Issuer nor the Indenture Trustee nor any person representing
      or affiliated with any of the foregoing has made any representation to it
      with respect to the Issuer or any affiliate thereof or the offering or
      sale of any Notes; it acknowledges that it has had access to financial and
      other information concerning the Issuer or any affiliate thereof, the
      Collateral and the Notes, including an opportunity to ask questions of and
      request information from the Issuer, the Servicer and the Indenture
      Trustee.

            (iii) In the case of resale transactions:

            (A)   (i) The prospective purchaser is a "qualified institutional
            buyer" as defined in Rule 144A under the Securities Act (a "QIB"),
            and is purchasing for its own account (and not for the account of
            others) or as a fiduciary or agent for others (which others also are
            QIBs) and has executed a certificate substantially in the form
            attached as Exhibit C. Due to the restrictions on transfer, it is
            aware that it (or any account for which it is purchasing) may be
            required to bear the economic risk of an investment in the Notes for
            an indefinite period, and it (or such account) is able to bear such
            risk for an indefinite period. It acknowledges that it has received
            the information specified in paragraph (d)(4) of Rule 144A under the
            Securities Act; or (ii) the prospective purchaser is an "accredited
            investor" within the meaning of Regulation D under the Securities
            Act, and is purchasing the Note for investment purposes and without
            any view to, or for resale in connection with, the distribution
            thereof in violation of the Securities Act and has executed a
            certificate substantially in the form attached as Exhibit C.

            (B)   If such transaction is not made in reliance on Rule 144A, the
            transferor has delivered a certificate substantially in the form
            attached as Exhibit D.

            (iv)  No resale, pledge or other transfer of any Note may be made by
      any person unless either (i) so long as the Notes are eligible for resale
      pursuant to Rule 144A under the Securities Act, such resale, pledge or
      other transfer is made to a Person whom the seller reasonably believes
      after due inquiry is a QIB acting for its own account (and not for the
      account of others) or as a fiduciary or agent for others (which others
      also are QIBs) to whom notice is given that the resale, pledge or transfer
      is being made in reliance on Rule 144A under the Securities Act and the
      transaction is in compliance with and exempt from registration under Rule
      144A or (ii) such resale, pledge or other transfer is made in a
      transaction exempt from the

                                       6
<PAGE>

      registration requirements of the Securities Act and all applicable blue
      sky laws in which case the Indenture Trustee will require (a) that both
      the prospective transferor and the prospective transferee certify to the
      Issuer and the Indenture Trustee in writing the facts surrounding such
      transfer, which certification shall be in form and substance satisfactory
      to the Issuer, and (b) a written opinion of counsel (which shall not be at
      the expense of the Issuer, the Servicer or the Indenture Trustee)
      satisfactory to the Indenture Trustee and the Issuer to the effect that
      such transfer will not violate the Securities Act or any applicable blue
      sky laws.

The foregoing representations shall also be applicable to any sale, pledge or
other transfer of a beneficial or other interest in any Note.

      (b)   Each Noteholder by its acquisition of any Notes (or a beneficial or
other interest therein) shall be deemed to have represented and warranted for
the benefit of the Issuer, the Trust Depositor, the Servicer, the Indenture
Trustee and the Noteholders, that the Notes (or a beneficial or other interest
therein) are not being acquired by or for the account of (i) an "employee
benefit plan" (as defined in Section 3(3) of ERISA), that is subject to Title I
of ERISA, (ii) a "plan" as defined in Section 4975(e)(1) of the Internal Revenue
Code or (iii) any entity whose underlying assets include plan assets by reason
of a plan's investment in the entity (each, a "Benefit Plan") unless the
purchase and holding of the Notes will not give rise to a nonexempt prohibited
transaction under ERISA or the Internal Revenue Code.

      (c)   The Notes will bear the following legends:

      "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
      THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION ("BLUE SKY
      LAWS") OF THE UNITED STATES. BY ITS ACCEPTANCE OF THIS NOTE THE
      HOLDER OF THIS NOTE IS DEEMED TO REPRESENT TO THE INDENTURE TRUSTEE,
      THE ISSUER AND THE SERVICER THAT IT (i) IS A "QUALIFIED
      INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE
      SECURITIES ACT (A "QIB") AND IS ACQUIRING SUCH NOTE FOR ITS OWN
      ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR
      AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS
      GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR
      (ii) IS OTHERWISE ACQUIRING THIS NOTE IN A TRANSACTION EXEMPT FROM
      THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS.

      NO RESALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE (OR ANY INTEREST
      THEREIN) MAY BE MADE BY ANY PERSON UNLESS (i) SO LONG AS THIS NOTE
      IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
      ACT, SUCH RESALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM
      THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING
      FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
      FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBs) TO WHOM
      NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN
      RELIANCE ON RULE 144A AND, IN ANY CASE, IN TRANSACTIONS UNDER AND IN
      COMPLIANCE WITH RULE 144A OR (ii) SUCH RESALE, PLEDGE OR OTHER
      TRANSFER IS OTHERWISE MADE IN A TRANSFER EXEMPT FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE BLUE
      SKY LAWS, IN WHICH CASE THE INDENTURE TRUSTEE SHALL

                                       7
<PAGE>

      REQUIRE (A) THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE
      TRANSFEREE CERTIFY TO THE ISSUER IN WRITING THE FACTS SURROUNDING
      SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE
      SATISFACTORY TO THE ISSUER, AND (B) A WRITTEN OPINION OF COUNSEL
      (WHICH SHALL NOT BE AT THE EXPENSE OF THE ISSUER, THE SERVICER OR
      THE INDENTURE TRUSTEE) SATISFACTORY TO THE INDENTURE TRUSTEE AND THE
      ISSUER TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE
      SECURITIES ACT OR APPLICABLE BLUE SKY LAWS. ANY ATTEMPTED TRANSFER
      IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE
      VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE
      TREATED AS THE OWNER OF THE NOTES FOR ALL PURPOSES. THE PROSPECTIVE
      TRANSFEROR AND PROSPECTIVE TRANSFEREE, JOINTLY AND SEVERALLY, AGREE
      TO INDEMNIFY THE ISSUER, THE INDENTURE TRUSTEE, BLUEGREEN
      CORPORATION, THE TRUST DEPOSITOR AND THEIR RESPECTIVE AFFILIATES
      AGAINST ANY LIABILITY SUCH PERSON MAY SUFFER AS A RESULT OF A
      TRANSFER OF A NOTE NOT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES
      LAWS.

      THIS NOTE (AND ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR
      THE ACCOUNT OF (i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
      3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
      AMENDED, ("ERISA")), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
      ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE OR
      (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
      REASON OF A PLAN'S INVESTMENT IN THE ENTITY UNLESS THE PURCHASE AND
      HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED
      TRANSACTION UNDER ERISA OR THE CODE. BY ACCEPTING AND HOLDING THIS
      NOTE (OR ANY INTEREST HEREIN), THE HOLDER HEREOF SHALL BE DEEMED TO
      HAVE REPRESENTED AND WARRANTED THAT EITHER (A) IT IS NOT A BENEFIT
      PLAN OR (B) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A NONEXEMPT
      PROHIBITED TRANSACTION UNDER SECTION 406(A) OF ERISA OR SECTION 4975
      OF THE CODE."

      SECTION 2.12. CUSIP Numbers. The Issuer in issuing the Notes may use
"CUSIP" or "private placement" numbers (if then generally in use), and, if so,
the Indenture Trustee shall indicate the "CUSIP" or "private placement" numbers
of the Notes in notices of redemption and related materials as a convenience to
Holders of Notes; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or
as contained in any notice of redemption and related materials.

                                  ARTICLE III
                    COVENANTS; REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Payment of Principal and Interest. The Indenture Trustee will
duly and punctually pay the principal and interest, if any, on the Notes in
accordance with the terms of Section 2.11 of the Sale and Servicing Agreement
and this Indenture. Without limiting the foregoing, the Issuer will cause to be
distributed all Available Amounts on deposit in the Collection Account on a
Payment Date deposited therein in accordance with the terms of the Sale and
Servicing Agreement. Amounts properly withheld under the Code or any applicable
state law by the Issuer, the Indenture Trustee or any other

                                       8
<PAGE>

Paying Agent from a payment to any Noteholder of interest and/or principal shall
be paid over to the applicable Governmental Authority and shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

      SECTION 3.2. Maintenance of Office or Agency. The Issuer will maintain in
St. Paul, Minnesota, an office or agency where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer
hereby initially appoints the Indenture Trustee to serve as its agent for the
foregoing purposes and the Indenture Trustee accepts such appointment. The
Issuer will give prompt written notice to the Indenture Trustee and the Facility
Administrator of the location, and of any change in the location, of any such
office or agency. If at any time the Issuer shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee and the Facility
Administrator with the address 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 and the Indenture Trustee accepts such appointment.

      SECTION 3.3. Money for Payments To Be Held in Trust. As provided in
Section 8.2, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Collection Account pursuant
to Section 8.2 shall be made on behalf of the Issuer by the Indenture Trustee or
by another Paying Agent, and no amounts so withdrawn from the Collection Account
for payments of Notes shall be paid over to the Issuer except as provided in
this Section and Section 2.11 of the Sale and Servicing Agreement.

      On or before each Payment Date and Redemption Date, the Issuer shall
deposit or cause the Servicer to deposit in the Collection Account to the extent
of Available Amounts, an aggregate sum sufficient to pay the amounts then
becoming due under the Notes as and to the extent required by Section 2.11 of
the Sale and Servicing Agreement, such sum to be held in trust for the benefit
of the Persons entitled thereto, and shall promptly notify in writing the
Facility Administrator and the Indenture Trustee (unless the Paying Agent is the
Indenture Trustee) of its action or failure so to act.

      The Issuer will cause each Paying Agent other than the Indenture Trustee,
if any, to execute and deliver to the Facility Administrator and the Indenture
Trustee an instrument in which such Paying Agent shall agree with the Indenture
Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so
agrees), subject to the provisions of this Section, that such Paying Agent will:

            (i)   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;

            (ii)  give the Indenture Trustee and the Facility Administrator
      notice of any 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;

            (iii) at any time during the continuance of any such default, upon
      the written request of the Indenture Trustee, forthwith pay to the
      Indenture Trustee all sums so held in trust by such Paying Agent;

            (iv)  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; and

                                       9
<PAGE>

            (v)   comply with all requirements of the Code and 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 payment and 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 terms 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 money.

      Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on Issuer Request; and the Holder of such Note shall
thereafter, as an unsecured general creditor and subject to all defenses
available to the Issuer under all applicable laws, 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 such Paying Agent with respect to
such trust money shall thereupon cease.

      SECTION 3.4. Existence. The Issuer will keep in full effect its existence,
rights and franchises as a statutory trust under the laws of the jurisdiction of
its organization and will obtain and preserve its qualification to do business
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Notes and the
Collateral.

      SECTION 3.5. Protection of the Collateral. The Issuer intends the security
interest granted pursuant to this Indenture in favor of the Indenture Trustee on
behalf of the Noteholders to be prior to all other Liens (other than Permitted
Liens) in respect of the Collateral and the Issuer shall take all action
necessary to obtain and maintain for the benefit of the Indenture Trustee on
behalf of the Noteholders the first Lien on and a first priority perfected
security interest (other than Permitted Liens) in the Collateral. 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
necessary or advisable to:

            (i)   Grant more effectively all or any portion of the Collateral;

            (ii)  maintain or preserve the Lien and security interest (and the
      priority thereof) of this Indenture or carry out more effectively the
      purposes hereof;

            (iii) perfect, publish notice of or protect the validity of any
      Grant made or to be made by this Indenture;

            (iv)  enforce any rights under or with respect to the Collateral;

            (v)   preserve and defend title to the Collateral and the rights of
      the Indenture Trustee and the Noteholders in such Collateral against the
      claims of all Persons; or

            (vi)  pay all taxes or assessment levied or assessed upon the
      Collateral when due.

                                       10
<PAGE>

The Issuer hereby designates the Indenture Trustee as its agent and
attorney-in-fact to execute any financing statement, continuation statement,
instrument of further assurance or other instrument required to be executed to
accomplish the foregoing. In no event shall the Indenture Trustee be responsible
for filing or maintaining such financing statements, continuation statements,
instruments of further assurance or other instruments.

      SECTION 3.6. Intentionally Omitted.

      SECTION 3.7. Performance of Obligations; Servicing of Receivables. (a) The
Issuer will not take any action and will use commercially reasonable efforts not
to permit any action to be taken by others that would release any Person from
any material covenants or obligations under any instrument or agreement included
in the Collateral 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, the Sale and Servicing Agreement or any other Transaction
Document.

      (b)   The Issuer may contract with other Persons (acceptable to the
Facility Administrator) to assist it in performing its duties under this
Indenture, and any performance of such duties by a Person identified to the
Indenture Trustee and the Facility Administrator in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer. Initially, the
Issuer has contracted with the Servicer and the Trust Administrator to assist
the Issuer in performing its duties under this Indenture.

      (c)   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 Collateral,
including filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by this Indenture and the Sale and
Servicing Agreement in accordance with and within the time periods provided for
herein and therein.

      (d)   If the Issuer shall have knowledge of the occurrence of a Servicer
Termination Event or Termination Event, the Issuer shall promptly notify the
Indenture Trustee and the Facility Administrator in writing thereof, and shall
specify in such notice the action, if any, the Issuer is taking with respect to
such default.

      (e)   As promptly as possible after the giving of notice of termination to
the Servicer of the Servicer's rights and powers pursuant to Article VIII of the
Sale and Servicing Agreement, the Back-Up Servicer shall be appointed in
accordance with Article VIII of the Sale and Servicing Agreement. In the event
that the Back-Up Servicer is unable to act as the Successor Servicer at the time
when the previous Servicer ceases to act as Servicer, the Indenture Trustee
without further action shall automatically be appointed the Successor Servicer
under the Sale and Servicing Agreement. The Indenture Trustee may resign as the
Servicer by giving written notice of such resignation to the Issuer and the
Facility Administrator and in such event will be released from such duties and
obligations, such release not to be effective until the date a Successor
Servicer enters into a servicing agreement with the Issuer as provided below.
Upon delivery of any such notice to the Issuer and the Facility Administrator,
the Issuer shall obtain a new Servicer acceptable to Holders holding at least a
majority of the Outstanding Amount of the Notes as the Successor Servicer. Any
Successor Servicer other than the Indenture Trustee shall: (i) be an established
financial institution having a net worth of not less than $50,000,000 and whose
regular business includes the servicing of receivables and (ii) enter into a
servicing agreement with the Issuer having substantially the same provisions as
the provisions of the Sale and Servicing Agreement applicable to the Servicer.
If within 30 days after the delivery of the notice referred to above, the Issuer
shall not have obtained such a Successor Servicer, Holders holding at least a
majority of the Outstanding Amount of the Notes may appoint, or may petition a
court of competent jurisdiction to appoint, a

                                       11
<PAGE>

Successor Servicer. In connection with any such appointment, Holders holding at
least a majority of the Outstanding Amount of the Notes may make such
arrangements for the compensation of such Successor Servicer as they and such
Successor Servicer shall agree, subject to the limitations set forth below and
in the Sale and Servicing Agreement, and in accordance with Article VIII of the
Sale and Servicing Agreement, the Issuer shall enter into an agreement with such
Successor Servicer for the servicing of the Receivables (such agreement to be in
form and substance satisfactory to the Issuer and the Facility Administrator).
If the Indenture Trustee shall succeed to the previous Servicer's duties as
Servicer of the Receivables as provided herein, it shall do so in its individual
capacity and not in its capacity as Indenture Trustee and, accordingly, the
provisions of Article VI hereof shall be inapplicable to the Indenture Trustee
in its duties as the Successor Servicer and the servicing of the Receivables. In
case the Indenture Trustee shall become the Successor Servicer under the Sale
and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as
Servicer any one of its Affiliates, provided, that it shall be fully liable for
the actions and omissions of any such Affiliate in its capacity as Successor
Servicer unless the Issuer and the Facility Administrator shall have consented
in writing to the appointment of such Affiliate, which consent shall not be
unreasonably withheld.

      (f)   Upon any termination of the Servicer's rights and powers pursuant to
the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture
Trustee and the Facility Administrator in writing. As soon as a Successor
Servicer is appointed, the Issuer shall notify the Indenture Trustee and the
Facility Administrator of such appointment, specifying in such notice the name
and address of such Successor Servicer.

      (g)   Without derogating from the absolute nature of the Grant of
Collateral under this Indenture or the rights of the Indenture Trustee
hereunder, the Issuer agrees that it will not, without the prior written consent
of the Holders holding at least a majority of the Outstanding Amount of the
Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any
amendment, modification, supplement, termination, waiver or surrender of, the
terms of any Collateral (except to the extent otherwise provided in the Sale and
Servicing Agreement) or the Transaction Documents, or waive timely performance
or observance by the Servicer, the Trust Depositor or the Sellers under the Sale
and Servicing Agreement; provided, however, that no such amendment shall: (i)
increase or 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 (ii) reduce the aforesaid percentage of the Notes that are
required to consent to any such amendment, in either case without the consent of
the Holders of all the Outstanding Notes. If any such amendment, modification,
supplement or waiver shall be so consented to by such Holders, the Issuer
agrees, promptly following a request by the Facility Administrator to do so, to
execute and deliver, in its own name and at its own expense, such agreements,
instruments, consents and other documents as the Facility Administrator may deem
necessary or appropriate in the circumstances.

      SECTION 3.8. Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:

      (i)   except as expressly permitted by this Indenture or the Sale and
Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, including those included in the Collateral;
it being understood that the Collection Policies do not provide for the sale of
the Collateral;

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

                                       12
<PAGE>

      (iii) (A) permit the validity or effectiveness of this Indenture 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 with respect to the Notes under this Indenture
except as may be expressly permitted hereby, or by the Sale and Servicing
Agreement or any other Transaction Document, (B) permit any Lien (other than the
Lien of this Indenture or Permitted Liens) to be created on or extend to or
otherwise arise upon or burden the Collateral or any part thereof or any
interest therein or the proceeds thereof or (C) permit the Lien of this
Indenture not to constitute a valid first priority (other than with respect to
any Permitted Lien or other tax lien, mechanics' lien or other lien not
considered a Lien) security interest in the Collateral.

      SECTION 3.9. Issuer May Consolidate, etc., Only on Certain Terms. (a) The
Issuer shall not consolidate or merge with or into any other Person, unless:

            (i)   the Person (if other than the Issuer) formed by or surviving
      such consolidation or merger shall be a Person organized and existing
      under the laws of the United States of America or any State and shall
      expressly assume, by an indenture supplemental hereto (in form
      satisfactory to the Facility Administrator), executed and delivered to the
      Indenture Trustee and the Facility Administrator, the due and punctual
      payment of the principal of and interest on all Notes and the performance
      or observance of every agreement and covenant of this Indenture on the
      part of the Issuer to be performed or observed, all as provided herein;

            (ii)  immediately after giving effect to such transaction, no
      Default or Event of Default shall have occurred and be continuing;

            (iii) the Issuer shall have received an Opinion of Counsel (and
      shall have delivered copies thereof to the Indenture Trustee and the
      Facility Administrator) to the effect that such transaction will not have
      any material adverse consequence (tax or otherwise) to the Issuer or any
      Noteholder;

            (iv)  any action that is necessary to maintain the Lien and security
      interest created by this Indenture shall have been taken;

            (v)   the Issuer shall have delivered to the Indenture Trustee and
      the Facility Administrator an Officer's Certificate and an Opinion of
      Counsel each stating that such consolidation or merger and such
      supplemental indenture comply with this Article III and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with (including, if applicable, any filing required under
      the Exchange Act);

            (vi)  the Person (if other than the Issuer) formed by or surviving
      such consolidation or merger has a net worth, immediately after such
      consolidation or merger, that is (A) greater than zero and (b) not less
      than the net worth of the Issuer immediately prior to giving effect to
      such consolidation or merger; and

            (vii) the Noteholders shall have consented thereto in writing.

      (b)   Except as specifically contemplated by or permitted under the
Transaction Documents, the Issuer shall not convey or transfer any of its
properties including those included in the Collateral, to any Person, unless:

                                       13
<PAGE>

            (i)   the Person that acquires by conveyance or transfer the
      properties and assets of the Issuer the conveyance or transfer of which is
      hereby restricted shall: (A) be a United States citizen or a Person
      organized and existing under the laws of the United States of America or
      any State, (B) expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Indenture Trustee and the Facility
      Administrator, in form satisfactory to the Facility Administrator, the due
      and punctual payment of the principal of and interest on all Notes and the
      performance or observance of every agreement and covenant of this
      Indenture on the part of the Issuer to be performed or observed, all as
      provided herein, (C) expressly agree by means of such supplemental
      indenture that all right, title and interest so conveyed or transferred
      shall be subject and subordinate to the rights of Holders of the Notes and
      the Facility Administrator as set forth herein, (D) unless otherwise
      provided in such supplemental indenture, expressly agree to indemnify,
      defend and hold harmless the Issuer against and from any loss, liability
      or expense arising under or related to this Indenture and the Notes and
      (E) if applicable, expressly agrees by means of such supplemental
      indenture that such Person (or if a group of Persons, then one specified
      Person) shall make all filings with the Commission (and any other
      appropriate Person) required by the Exchange Act in connection with the
      Notes;

            (ii)  immediately after giving effect to such transaction, no
      Default or Event of Default shall have occurred and be continuing;

            (iii) the Issuer shall have received an Opinion of Counsel (and
      shall have delivered copies thereof to the Indenture Trustee and the
      Facility Administrator) to the effect that such transaction will not have
      any material adverse consequence (tax or otherwise) to the Issuer or any
      Noteholder;

            (iv)  any action that is necessary to maintain the Lien and security
      interest created by this Indenture shall have been taken;

            (v)   the Issuer shall have delivered to the Indenture Trustee and
      the Facility Administrator an Officer's Certificate and an Opinion of
      Counsel each stating that such conveyance or transfer and such
      supplemental indenture comply with this Article and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with (including, if applicable, any filing required under the
      Exchange Act);

            (vi)  the Issuer has a net worth, immediately after such conveyance
      or transfer, that is (A) greater than zero and (B) not less than the net
      worth of the Issuer immediately prior to giving effect to such conveyance
      or transfer; and

            (vii) the Noteholders shall have consented thereto in writing.

      SECTION 3.10. Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.9(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

      (b)   Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.9(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee, the Noteholders and the Facility Administrator
stating that the Issuer is to be so released.

                                       14
<PAGE>

      SECTION 3.11. No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing of the
Receivables in the manner contemplated by this Indenture and the Transaction
Documents and activities incidental thereto.

      SECTION 3.12. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness secured by the Collateral, except for the Notes.

      SECTION 3.13. Servicer's Obligations. The Issuer shall use commercially
reasonable efforts to cause the Servicer to comply with its obligations under
the Sale and Servicing Agreement.

      SECTION 3.14. Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this Indenture and the other Transaction Documents, the Issuer
shall not make any loan or advance or credit to, or guarantee (directly or
indirectly or by an instrument having the effect of assuring another's payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, 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.

      SECTION 3.15. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

      SECTION 3.16. Notice of Defaults and Events of Default. The Issuer shall
give the Indenture Trustee and the Facility Administrator prompt written notice
of each Default and Event of Default (of which it has actual knowledge)
hereunder and each default of which it has actual knowledge on the part of the
Servicer or the Seller of its obligations under the Sale and Servicing
Agreement.

      SECTION 3.17. Further Instruments and Acts. Upon request of the Indenture
Trustee or the Facility Administrator, 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.

      SECTION 3.18. Compliance with Laws. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
other Transaction Document.

      SECTION 3.19. Tax Treatment. The Issuer has structured this Indenture and
the Notes with the intention that the Notes will qualify under applicable
federal, state and local tax law as indebtedness. The Issuer and each Holder
agrees to treat, and take no action inconsistent with the treatment of, the
Notes (or any beneficial interest therein) as indebtedness for purposes of
federal, state and local income or franchise taxes and any other tax imposed on
or measured by income. Each Holder, by acquisition of a beneficial interest in a
Note, agrees to be bound by the provisions of this Section 3.19.

      SECTION 3.20. Investment Company Act. The Issuer shall conduct its
operations in a manner that will not subject it to registration as an
"investment company" under the Investment Company Act of 1940, as amended.

      SECTION 3.21. Conduct of Business. The Issuer shall (a) conduct its
business solely in its own name through its duly authorized officers or agents
so as not to mislead others as to the identity of the Issuer with which those
others are concerned, and particularly shall use its best efforts to avoid the
appearance of conducting business on behalf of the Sellers or any Affiliate
thereof or that the assets of the

                                       15
<PAGE>

Issuer are available to pay the creditors of the Sellers or any Affiliate
thereof or any other entity; (b) maintain records and books of account separate
from those of the Sellers or any Affiliate thereof or any other entity; (c) use
its best efforts to maintain an arm's-length relationship with the Sellers or
any Affiliate thereof and shall not hold itself out as being liable for the
debts of the Sellers or any Affiliate thereof or any other entity; (d) use its
best efforts to keep its assets and its liabilities wholly separate from those
of all other entities, including the Sellers or any Affiliate thereof, except as
otherwise anticipated by the Transaction Documents; (e) not maintain bank
accounts or other depository accounts to which any Affiliate is an account
party, into which any Affiliate makes deposits or from which any Affiliate has
the power to make withdrawals, except as otherwise permitted by the Sale and
Servicing Agreement; (f) shall obtain proper authorization for all the Issuer's
actions requiring such authorization; (g) shall obtain proper authorization from
the Sellers for all action requiring approval of the Sellers; (h) shall pay
operating expenses and liabilities from the Issuer's own funds; (i) shall
disclose in its annual financial statements the effects of the Issuer's
transactions under the Transaction Documents in accordance with generally
accepted accounting principles and shall disclose that the assets of the Issuer
are not available to pay creditors of the Sellers; and (j) shall continuously
maintain the resolutions, agreements and other instruments underlying the
transactions described in the Transaction Documents as official records.

        SECTION 3.22. Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee and the Facility Administrator, within 120 days after
the end of each fiscal year of the Issuer (commencing with the fiscal year ended
December 31, 2004), an Officer's Certificate, substantially in the form of
Exhibit B, stating that:

            (i)   a review of the activities of the Issuer during such year and
      of performance under this Indenture has been made under such Authorized
      Officers' supervision; and

            (ii)  to the best of such Authorized Officers' knowledge, based on
      such review, the Issuer has complied with all conditions and covenants
      under this Indenture throughout such year or, if there has been a default
      in the compliance of any such condition or covenant, specifying each such
      default known to such Authorized Officers and the nature and status
      thereof.

      SECTION 3.23. Representations and Warranties of the Issuer. The Issuer
represents and warrants as follows:

      (a)   Power and Authority. It has full power, authority and legal right to
execute, deliver and perform its obligations as Issuer under this Indenture and
the Notes (the foregoing documents, the "Issuer Documents").

      (b)   Due Authorization. The execution and delivery of the Issuer
Documents and the consummation of the transactions provided for therein have
been duly authorized by all necessary action on its part.

      (c)   No Conflict. The execution and delivery of the Issuer Documents, the
performance of the transactions contemplated thereby and the fulfillment of the
terms thereof will not conflict with, result in any breach of any of the
materials terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, any indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which the Issuer is a party or
by which it or any of its property is bound.

      (d)   No Violation. The execution and delivery of the Issuer Documents,
the performance of the transactions contemplated thereby and the fulfillment of
the terms thereof will not conflict with or violate, in any material respect,
any Requirements of Law applicable to the Issuer.

                                       16
<PAGE>

      (e)   All Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or any Governmental Authority required to
be obtained by the Issuer in connection with the execution and delivery of the
Issuer Documents, the performance of the transactions contemplated thereby and
the fulfillment of the terms thereof have been obtained.

      (f)   Location. The Issuer has its chief executive office and place of
business (as such terms are used in Article 9 of the UCC) in Wilmington,
Delaware. The Issuer agrees that it will not change the location of such office
to a location outside of Wilmington, Delaware, without at least 30 days prior
written notice to the Facility Administrator, the Servicer and the Indenture
Trustee.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

      SECTION 4.1. Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes except as to: (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the
rights of Noteholders as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, 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
with respect to the Notes, when:

                  (A)   either:

                  (1)   all Notes theretofore authenticated and delivered (other
            than Notes that have been destroyed, lost or stolen and that have
            been replaced or paid as provided in Section 2.5) have been
            delivered to the Indenture Trustee for cancellation; or

                  (2)   all Notes not theretofore delivered to the Indenture
            Trust for cancellation have become due and payable in full;

                  (B)   the Issuer has paid or caused to be paid all other sums
            payable hereunder by the Issuer in accordance with the provisions of
            the Transaction Documents; and

                  (C)   the Issuer has delivered to the Indenture Trustee and
            the Facility Administrator an Officer's Certificate and an Opinion
            of Counsel, each meeting the applicable requirements of Section
            11.1(a) and, subject to Section 11.2, each stating that all
            conditions precedent herein provided for relating to the
            satisfaction and discharge of this Indenture have been complied
            with.

      SECTION 4.2. Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by
it, in accordance with the provisions of the Notes, this Indenture and the Sale
and Servicing Agreement, to the payment, either directly or through any Paying
Agent, as the Facility Administrator shall determine, to the Holders of the
particular Notes for the payment or redemption of which such moneys have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for principal and interest; but such moneys need not be segregated from other
funds except to the extent required herein or in the Sale and Servicing
Agreement or as required by law.

                                       17
<PAGE>

      SECTION 4.3. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under this
Indenture with respect to such Notes shall, upon demand of the Issuer, be paid
to the Indenture Trustee to be held and applied according to Section 3.3, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

                                    ARTICLE V
                          EVENTS OF DEFAULT; REMEDIES

      SECTION 5.1. Events of Default. "Event of Default", wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

            (i)   default in the payment of any principal, interest or any other
      amounts in respect of any Note when the same becomes due and payable, and
      such default shall continue for a period of three (3) Business Days,

            (ii)  default in the observance or performance of any covenant or
      agreement of the Issuer made in any Transaction Document (other than a
      covenant or agreement a default in the observance or performance of which
      is elsewhere in this Section specifically dealt with), or any
      representation or warranty of the Issuer made in this Indenture or in any
      certificate or other writing delivered pursuant hereto or in connection
      herewith proving to have been incorrect in any material respect as of the
      time when the same shall have been made, and such default shall continue
      or not be cured, or the circumstance or condition in respect of which such
      misrepresentation or warranty was incorrect shall not have been eliminated
      or otherwise cured, for a period of 30 days after there shall have been
      given, by registered or certified mail, to the Issuer by the Indenture
      Trustee or the Facility Administrator, or to the Issuer, the Facility
      Administrator, and the Indenture Trustee by the Holders of more than 50%
      of the Outstanding Amount of the Notes, a written notice specifying such
      default or incorrect representation or warranty and requiring it to be
      remedied and stating that such notice is a "Notice of Default" hereunder;

            (iii) the filing of a decree or order for relief by a court having
      jurisdiction in the premises in respect of any of the Issuer, any Seller,
      the Servicer or the Club Trustee or any substantial part of such Person's
      property in an involuntary case under any applicable Federal or State
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      appointing a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official of such Person or for any substantial
      part of its property, or ordering the winding-up or liquidation of such
      Person's affairs, and such decree or order shall remain unstayed and in
      effect for a period of 60 consecutive days;

            (iv)  the commencement by any of the Issuer, any Seller, the
      Servicer or the Club Trustee of a voluntary case under any applicable
      Federal or State bankruptcy, insolvency or other similar law now or
      hereafter in effect, or the consent by such Person to the entry of an
      order for relief in an involuntary case under any such law, or the consent
      by such Person to the appointment or taking possession by a receiver,
      liquidator, assignee, custodian, trustee, sequestrator or similar official
      of such Person or for any substantial part of its property, or the making
      by such Person of any general assignment for the benefit of creditors, or
      the failure by such Person generally to pay its debts as such debts become
      due, or the taking of action by such Person in furtherance of any of the
      foregoing;

                                       18
<PAGE>

            (v)   (A) failure on the part of the Club Trustee, the Servicer or
      any Seller to make or cause to be made any payment or deposit (or in the
      alternative, Receivable substitution) required by the terms of any
      Transaction Document on the day such payment or deposit (or substitution)
      is required to be made by such Person (giving effect to any applicable
      grace period) or (B) failure on the part of the Club Trustee, the Club
      Managing Entity or any Seller to observe or perform any of its other
      covenants or agreements set forth in any Transaction Document, which
      failure continues unremedied for a period of 30 days after written notice
      from the Indenture Trustee; provided, that only a 10 day cure period shall
      apply in the case of a failure by any Seller to observe its covenant not
      to grant a security interest or otherwise intentionally create a Lien on
      the Receivables;

            (vi)  the Issuer shall become an "investment company" within the
      meaning of the Investment Company Act of 1940, as amended (the "Act"), or
      the arrangements contemplated by the Transaction Documents shall require
      registration as an "investment company" within the meaning of the Act; or

            (vii) the occurrence of a Termination Event; provided that the
      occurrence of a Termination Event which is a Trigger Event shall not
      constitute an Event of Default hereunder until after the Trust Depositor
      has exercised its "cure" rights of any Trigger Event pursuant to the
      definition of Termination Event (to the extent permitted) or has failed to
      do so within the time period set forth in the definition of Termination
      Event.

      The Issuer shall deliver to the Indenture Trustee and the Facility
Administrator, within five Business Days after the Issuer obtains actual
knowledge thereof, written notice in the form of an Officer's Certificate of any
event that, with the giving of notice or the lapse of time or both, would become
an Event of Default under clause (ii), its status and what action the Issuer is
taking or proposes to take with respect thereto.

      SECTION 5.2. Acceleration of Maturity. If an Event of Default (other than
pursuant to clauses (iii) or (iv) of the definition thereof) shall have occurred
and be continuing, the Indenture Trustee shall, if so requested in writing by
the Note Majority, declare by written notice to the Issuer that the Facility
Termination Date has occurred, whereupon the Notes shall become due and payable,
together with accrued and unpaid interest thereon, and be paid in accordance
with Section 2.11(b) of the Sale and Servicing Agreement. If an Event of Default
pursuant to clauses (iii) or (iv) of the definition thereof shall have occurred
and be continuing, the Facility Termination Date shall have occurred
automatically, whereupon the Notes shall become due and payable, together with
accrued and unpaid interest thereon, and be paid in accordance with Section
2.11(b) of the Sale and Servicing Agreement.

      SECTION 5.3. Rescission and Annulment.

            At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided, the
Note Majority 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
      amounts sufficient to pay:

                  (A)   all payments of principal of and interest on all Notes
            and all other amounts that would then be due hereunder or upon such
            Notes if the Event of Default giving rise to such acceleration had
            not occurred; and

                                       19
<PAGE>

                  (B)   all sums paid or advanced by the Indenture Trustee and
            the reasonable out-of-pocket expenses, disbursements and advances of
            the Indenture Trustee and its agents (including reasonable fees and
            disbursements of counsel); and

            (ii)  all Events of Default, other than the nonpayment of the
      principal of the Notes that has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.13.

      No such rescission shall affect any subsequent default or impair any
consequence thereof.

      SECTION 5.4. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated in
accordance with Section 5.2, the Notes, together with accrued and unpaid
interest thereon, shall be paid together with interest upon the overdue
principal at the applicable interest rate, and, to the extent payment at such
rate of interest shall be legally enforceable, upon overdue installments of
interest, at the applicable interest rate, and in addition thereto such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable fees, out-of-pocket expenses, disbursements and
advances of the Indenture Trustee, the Facility Administrator and their
respective agents and counsel.

      (b)   In case the Issuer shall fail forthwith to pay such amounts under
Section 5.4(a) upon such demand, the Indenture Trustee, in its own name and as
trustee of an express trust, may (or shall, at the written direction of the Note
Majority) (i) institute a Proceeding for the collection of the sums so due and
unpaid, (ii) prosecute such Proceeding to judgment or final decree, and (iii)
enforce the same against the Issuer or other obligor upon such Notes and collect
in the manner provided by law out of the property of the Issuer or other obligor
upon such Notes, wherever situated, the moneys adjudged or decreed to be
payable.

      (c)   In case an Event of Default occurs and is continuing, the Indenture
Trustee may (or shall at the written direction of the Note Majority), as more
particularly provided in Section 5.5, proceed to protect and enforce its rights
and the rights of the Noteholders, by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.

      (d)   In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Collateral, Proceedings under Title 11 of the United States Code or any
other applicable Federal or State bankruptcy, insolvency or other similar law,
or in case a receiver, assignee, trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any 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 pursuant to this Section, shall be entitled and empowered,
by intervention in such proceedings or otherwise:

            (i)   to file and prove a claim or claims 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 (including any claim for
      reasonable compensation to the Indenture Trustee and each predecessor
      Indenture Trustee,

                                       20
<PAGE>

      and their respective agents, attorneys and counsel, and for reimbursement
      of all out-of-pocket expenses and liabilities incurred, and all advances
      made, by the Indenture Trustee and each predecessor Indenture Trustee,
      except as a result of the gross negligence or bad faith), the Facility
      Administrator and the Noteholders allowed in such Proceedings;

            (ii)  unless prohibited by applicable law or regulations, to vote on
      behalf of the Holders of the Notes in any election of a trustee, a standby
      trustee or any Person performing similar functions in any such
      Proceedings;

            (iii) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute all amounts received with
      respect to the claims of the Noteholders, the Facility Administrator and
      the Indenture Trustee on their behalf; and

            (iv)  to file such proofs of claim and other papers or documents as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee, the Facility Administrator or the Holders of Notes allowed in any
      judicial Proceedings relative to the Issuer, its creditors and its
      property;

and any trustee, receiver, liquidator, assignee, custodian, sequestrator or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders to make payments to the Indenture Trustee, and, in the event
that the Indenture Trustee shall consent to the making of payments directly to
such Noteholders, to pay to the Indenture Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other out-of-pocket expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor Indenture Trustee
except as a result of negligence or bad faith.

      (e)   Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

      (f)   All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by
the Indenture Trustee shall be brought in its own name and as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Holders of the Notes.

      (g)   In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.

      SECTION 5.5. Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing, the Indenture Trustee may (with the consent of the
Note Majority) (and shall at the written direction of the Note Majority) do one
or more of the following (subject to Section 5.6):

                                       21
<PAGE>

            (i)   institute Proceedings in its own name and as trustee of an
      express trust for the collection of all amounts then payable on the Notes
      or under this Indenture with respect thereto, whether by declaration or
      otherwise, enforce any judgment obtained, and collect from the Issuer and
      any other obligor upon such Notes moneys adjudged due;

            (ii)  institute Proceedings from time to time for the complete or
      partial foreclosure of this Indenture with respect to the Collateral;

            (iii) exercise any remedies of a secured party under the UCC and
      take any other appropriate action to protect and enforce the rights and
      remedies of the Indenture Trustee and the Holders of the Notes; and

            (iv)  sell the Collateral, or any portion thereof or rights or
      interest therein, at one or more public or private sales called and
      conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Collateral following an Event of Default unless: (A) all
Noteholders consent in writing thereto, (B) the proceeds of such sale or
liquidation distributable to the Noteholders are sufficient to discharge in full
all amounts then due and unpaid upon such Notes for principal and interest and
any amounts set forth under Section 2.11 of the Sale and Servicing Agreement or
(C) the Indenture Trustee determines that the Collateral will not continue to
provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and, in the case of clause (B) or (C) above, the Indenture Trustee
obtains the written consent of Holders of 66-2/3% of the Outstanding Amount of
the Notes. In determining such sufficiency or insufficiency with respect to
clauses (B) and (C), the Indenture Trustee may, but need not, obtain and
conclusively rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Collateral for such purpose. The
Indenture Trustee shall not be liable for acting in reliance on such an opinion.

      (b)   If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out such money or property according to the
priorities set forth in Section 2.11 of the Sale and Servicing Agreement.

            The Indenture Trustee may fix a special record date and special
payment date for any payment to Noteholders pursuant to this Section. At least
15 days before such special record date, the Issuer shall mail to each
Noteholder, the Facility Administrator and the Indenture Trustee a notice that
states the special record date, the special payment date and the amount to be
paid.

      SECTION 5.6. Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default, and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may (or shall, at the written direction of the
Facility Administrator and the Note Majority) elect to maintain possession of
the Collateral, unless otherwise directed in accordance with the provisions of
the Transaction Documents. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Collateral. In determining whether to maintain possession of the
Collateral, the Indenture Trustee may, but need not, obtain (at the expense of
the Issuer) and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Collateral for such purpose. The
Indenture Trustee shall not be liable for acting in reliance on such an opinion.

                                       22
<PAGE>

      SECTION 5.7. Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

      (a)   such Holder has previously given written notice to the Indenture
Trustee of a continuing Event of Default and such Event of Default continues to
exist as of the date of the proposed Proceeding;

      (b)   the Note Majority has made written request to the Indenture Trustee
to institute such Proceeding in respect of such Event of Default in its own name
as Indenture Trustee hereunder;

      (c)   such Holder(s) have offered to the Indenture Trustee indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred in
complying with such request;

      (d)   the Indenture Trustee for sixty (60) days after receipt of such
notice, request and offer of indemnity has failed to institute such Proceedings;
and

      (e)   no direction inconsistent with such written request has been given
to the Indenture Trustee during such sixty (60) day period by the Note Majority.

It being understood and intended that no one or more Holder(s) of Notes 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 Holder(s) of Notes or to obtain or to seek to obtain priority or
preference over any other Holder(s) or to enforce any right under this
Indenture, except in the manner herein provided.

      SECTION 5.8. Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

      SECTION 5.9. 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 the Issuer, the Indenture Trustee, the
Facility Administrator and the Noteholders shall, subject to any determination
in such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee, the Facility Administrator and the Noteholders shall continue as though
no such Proceeding had been instituted.

      SECTION 5.10. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee, the Facility Administrator
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. To the extent permitted by
law, 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 5.11. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee, the Facility Administrator or any Holder of Notes to exercise
any right or remedy accruing upon

                                       23
<PAGE>

any Default or Event of Default shall impair any such right or remedy or
constitute a waiver of any such Default or Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Indenture
Trustee, the Facility Administrator or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture Trustee,
the Facility Administrator or by the Noteholders, as the case may be.

      SECTION 5.12. Control by Noteholders. Holders holding at least a majority
of the Outstanding Amount of the Notes shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided, that:

      (a)   such direction shall not be in conflict with any rule of law or with
this Indenture;

      (b)   subject to the express terms of Section 5.5, any direction to the
Indenture Trustee to sell or liquidate the Collateral shall be by all the
Noteholders;

      (c)   if the conditions set forth in Section 5.6 have been satisfied and
the Indenture Trustee elects to retain the Collateral pursuant to such Section,
then any direction to the Indenture Trustee by Holders of Notes representing
less than 100% of the Outstanding Amount of the Notes to sell or liquidate the
Collateral shall be of no force and effect; and

      (d)   the Indenture Trustee may take any other action deemed prudent by
the Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholder(s) not consenting to
such action.

      SECTION 5.13. Waiver of Past Defaults. Prior to the time a judgment or
decree for payment of money due has been obtained as described in Section 5.4,
Holders holding at least a majority of the Outstanding Amount of the Notes may
waive any Event of Default and its consequences except an Event of Default: (a)
in payment of principal of or interest on any of the Notes or (b) in respect of
a covenant or provision hereof that cannot be modified or amended without the
consent of the Holder of each Note. In the case of any such waiver, the Issuer,
the Indenture Trustee, the Facility Administrator and the Holders of the Notes
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereto.

      Upon any such waiver, such Event of Default shall cease to exist and be
deemed to have been cured and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

      SECTION 5.14. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's 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 attorney's 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 shall not apply to: (a) any suit instituted by the
Indenture Trustee or the Facility Administrator, (b) any suit instituted by any
Noteholder(s) holding in the aggregate more than 10% of the Outstanding Amount
of the Notes or (c) any suit instituted by any

                                       24
<PAGE>

Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the respective due dates expressed in such Note and in this
Indenture (or, in the case of redemption, on or after the Redemption Date).

      SECTION 5.15. Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that 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 or the Facility Administrator, but will suffer and permit the execution
of every such power as though no such law had been enacted.

      SECTION 5.16. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the Lien of this Indenture nor any rights or remedies
of the Indenture Trustee, the Facility Administrator 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 Collateral or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee shall be applied in accordance with Section
5.5(b).

      SECTION 5.17. Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Issuer's expense, the Issuer shall take all such lawful action within its
control as the Indenture Trustee, the Note Majority or the Facility
Administrator may request to compel or secure the performance and observance by
the Trust Depositor and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement to the extent and in the
manner directed by the Indenture Trustee, the Note Majority or the Facility
Administrator, including the transmission of notices of breach on the part of
the Trust Depositor or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Trust Depositor or the Servicer of each of their obligations under the Sale and
Servicing Agreement.

      (b)   If an Event of Default has occurred and is continuing, the Indenture
Trustee may, and at the direction (which direction shall be in writing) of the
Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Trust Depositor or the Servicer under or in connection with the Sale
and Servicing Agreement, including the right or power to take any action to
compel or secure performance or observance by the Trust Depositor or the
Servicer of each of their obligations to the Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Sale and Servicing Agreement, and any right of the Issuer to take such action
shall be suspended.

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

      SECTION 6.1. Duties of the Indenture Trustee. (a) If an Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

                                       25
<PAGE>

      (b)   Except during the continuance of an Event of Default actually known
to a Responsible Officer of the Indenture Trustee:

            (i)   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; and

            (ii)  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; provided, however, in the case of any such
      certificates or opinions that by any provision hereof are specifically
      required to be furnished to the Indenture Trustee, the Indenture Trustee
      shall examine the certificates and opinions to determine whether or not
      they conform to the requirements of this Indenture.

      (c)   The Indenture Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

            (i)   this clause (c) does not limit the effect of clause (b) of
      this Section;

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

            (iii) the Indenture Trustee shall not be liable with respect to any
      action it takes or omits to take in good faith in accordance with a
      direction received by it pursuant to the Indenture;

            (iv)  the Indenture Trustee shall not be charged with knowledge of
      an Event of Default unless a Responsible Officer obtains actual knowledge
      of such event or the Indenture Trustee receives written notice of such
      event from the Seller, Servicer, the Facility Administrator or Holders
      owning Notes aggregating not less than 10% of the Outstanding Amount of
      the Notes (as used herein "actual knowledge" means the actual fact or
      state of knowing, without any duty to investigate); and

            (v)   the Indenture Trustee shall have no duty to monitor the
      performance of the Issuer, the Seller or the Servicer, nor shall it have
      any liability in connection with malfeasance or nonfeasance by the Issuer,
      the Seller or the Servicer. The Indenture Trustee shall have no liability
      in connection with compliance of the Issuer, the Seller or the Servicer
      with statutory or regulatory requirements related to the Collateral. The
      Indenture Trustee shall not make or be deemed to have made any
      representations or warranties with respect to the Collateral or the
      validity or sufficiency of any assignment of the Collateral.

      (d)   Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to clauses (a), (b), (c) and (f) of this Section
6.1.

      (e)   The Indenture Trustee shall not be liable for interest on any money
receive except as the Indenture Trustee may agree in writing with the Issuer.

      (f)   No provision of this Indenture shall require the Indenture Trustee
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 repayments
of

                                       26
<PAGE>

such funds or indemnity satisfactory to it against any loss, liability or
expense is not reasonably assured to it.

      (g)   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 this Section.

      (h)   The Indenture Trustee shall, upon two Business Days' prior notice to
the Indenture Trustee, permit any representative of the Facility Administrator
or the Issuer, during the Indenture Trustee's normal business hours, to examine
all books of account and official records required to be maintained in
accordance with this Indenture by the Indenture Trustee relating to the Notes,
to make copies and extracts therefrom and to discuss the Indenture Trustee's
affairs and actions, as such affairs and actions relate to the Indenture
Trustee's duties with respect to the Notes, with the Indenture Trustee's
officers and employees responsible for carrying out the Indenture Trustee's
duties with respect to the Notes. All expenses incurred by the Indenture Trustee
in connection with such examination shall be borne by the Issuer.

      SECTION 6.2. Rights of Indenture Trustee. (a) The Indenture Trustee may
conclusively rely and shall be fully protected in acting on any document
believed by it to be genuine and to have been signed or presented by the proper
Person. The Indenture Trustee need not and shall not be bound to investigate any
fact or matter stated in any such document.

      (b)   Before the Indenture Trustee acts or refrains from acting at the
request of the Issuer, the Servicer, the Facility Administrator or any Holder,
it may require an Officer's Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officer's Certificate or Opinion of Counsel.

      (c)   The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, a custodian or a nominee; provided, however, that the
Indenture Trustee shall not be responsible for any misconduct or negligence on
the part of, and for the supervision of any such agent, attorney, custodian or
nominee appointed with due care by it.

      (d)   The Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within its
rights or powers; provided, however, that the Indenture Trustee's conduct does
not constitute willful misconduct, negligence or bad faith.

      (e)   The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

      (f)   The Indenture Trustee shall not be required to make any initial or
periodic examination of any files or records related to the Receivables for the
purpose of establishing the presence or absence of defects, the compliance by
the Issuer with its representations and warranties or for any other purpose.

      (g)   In the event that the Indenture Trustee is also acting as transfer
agent, Paying Agent or Note Registrar hereunder, the rights and protections
afforded to the Indenture Trustee pursuant to this Article VI shall also be
afforded to the Indenture Trustee in its capacity as such transfer agent, Paying
Agent or Note Registrar.

                                       27
<PAGE>

      SECTION 6.3. Individual Rights of the Indenture Trustee. The Indenture
Trustee shall not, in its individual capacity, but may in a fiduciary capacity,
become the owner of Notes. The Indenture Trustee may otherwise deal with the
Issuer or its Affiliates with the same rights it would have if it were not the
Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying
agent may do the same with like rights. However, the Indenture Trustee must
comply with Section 6.11.

      SECTION 6.4. Indenture Trustee's Disclaimer. Except as set forth in
Section 6.12, the Indenture Trustee shall not be responsible for, and makes no
representation as to the validity or adequacy of, this Indenture, the Collateral
or the Notes; shall not be accountable for the Issuer's use of the proceeds from
the Notes; and shall not be responsible for any statement of the Issuer in this
Indenture or in any document issued in connection with the sale of the Notes or
in the Notes other than the Indenture Trustee's certificate of authentication.

      SECTION 6.5. Notice of Defaults. If a Default or an Event of Default
occurs and is continuing and is actually known to a Responsible Officer, the
Indenture Trustee shall fax, if such fax number is known, (followed by a notice
sent by mail) to each Noteholder and the Facility Administrator notice of the
Default or Event of Default within 5 Business Days after obtaining knowledge of
the occurrence thereof.

      SECTION 6.6. Reports by Indenture Trustee to the Holders. The Indenture
Trustee shall deliver to each Noteholder such information as may be required to
enable such Holder to prepare its Federal, State and other income tax returns;
provided the Servicer has provided the Indenture Trustee with any such required
information in a timely manner.

      SECTION 6.7. Compensation and Indemnity. The Issuer shall (pursuant to
Section 2.11 of the Sale and Servicing Agreement) pay to the Indenture Trustee
from time to time reasonable compensation for its services. The Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. Subject to the last sentence of this paragraph, the
Issuer shall indemnify the Indenture Trustee and its officers, directors,
employees and agents against any and all loss, claims, actions, liability or
expense (including reasonable attorneys' fees) incurred by them in connection
with the administration of this trust and the performance of its duties
hereunder, the Transaction Documents and any transaction or document
contemplated herewith or therewith. The Indenture Trustee shall notify the
Issuer, the Facility Administrator and the Servicer promptly of any claim for
which it may seek indemnity. Failure by the Indenture Trustee to so notify the
Issuer, the Facility Administrator and the Servicer shall not relieve the
Servicer or the Issuer of its obligations. The Issuer shall defend any such
claim and the Indenture Trustee may have separate counsel and the Issuer shall
pay the fees and expenses of such counsel. The Issuer need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.

      The Issuer's payment obligations to the Indenture Trustee pursuant to this
Section shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified in
Section 5.1(iii) or (iv), the expenses are intended to constitute expenses of
administration under Title II of the United States Code or any other applicable
Federal or State bankruptcy, insolvency or similar law.

      SECTION 6.8. Replacement of the Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by a
successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee
may resign at any time by so notifying the Issuer, the Servicer and the Facility
Administrator in writing. Holders constituting not less than a majority of the
Outstanding Amount of the Notes may

                                       28
<PAGE>

remove the Indenture Trustee by so notifying the Indenture Trustee in writing
and may appoint a successor Indenture Trustee. The Issuer may, with the consent
of the Facility Administrator, remove the Indenture Trustee if:

            (i)   the Indenture Trustee fails to comply with Section 6.11;

            (ii)  the Indenture Trustee is adjudged as bankrupt or insolvent;

            (iii) a receiver or other public officer takes charge of the
      Indenture Trustee or its property; or

            (iv)  the Indenture Trustee otherwise becomes incapable of acting.

      If the Indenture Trustee resigns or is removed or if a vacancy exists in
the office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuer
shall promptly appoint a successor Indenture Trustee which is reasonably
acceptable to the Facility Administrator and the Trust Depositor.

      A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, the Facility Administrator, the
Servicer and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee
shall have all the rights, powers and duties of the Indenture Trustee under this
Indenture. The successor Indenture Trustee shall mail a notice of its succession
to Noteholders, the Servicer and the Facility Administrator. The retiring
Indenture Trustee shall promptly transfer, at the expense of the Issuer, all
property held by it as Indenture Trustee to the successor Indenture Trustee.

      If a successor Indenture Trustee does not take office within 60 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer, the Facility Administrator or Holders constituting not less
than a majority of the Outstanding Amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

      If the Indenture Trustee fails to comply with Section 6.11, any Noteholder
or the Facility Administrator may petition any court of competent jurisdiction
for the removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee.

      Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section, the Issuer's obligations under Section 6.7 shall continue for the
benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall
have no liability for any act or omission by any successor Indenture Trustee.

      SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided, that
such corporation or banking association shall be otherwise qualified and
eligible under Section 6.11. The Indenture Trustee shall provide the Facility
Administrator and the Issuer prior written notice of any such transaction.

      In case at the time such successor(s) by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such

                                       29
<PAGE>

Notes either in the name of any predecessor trustee hereunder or in the name of
the successor to the Indenture Trustee; and in all such cases such certificates
of authentication shall have the full force and effect to the same extent given
to the certificate of authentication of the Indenture Trustee anywhere in the
Notes or in this Indenture.

      SECTION 6.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Collateral may at the time be located, the Indenture Trustee (with the
consent of the Facility Administrator (which consent shall not be unreasonably
withheld)) shall have the power and may execute and deliver all instruments to
appoint one or more Person(s) to act as co-trustee(s), or separate trustee(s),
of all or any part of the Collateral, and to vest in such Person(s), in such
capacity and for the benefit of the Noteholders, such title to the Collateral,
or any part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Indenture Trustee may
consider necessary or desirable. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice to Noteholders of the appointment of any co-trustee
or separate trustee shall be required under Section 6.8.

      (b)   Every separate trustee and co-trustee shall, to the extent
permitted, be appointed and act subject to the following provisions and
conditions:

            (i)   all rights, powers, duties and obligations conferred or
      imposed upon the Indenture Trustee shall be conferred or imposed upon and
      exercised or performed by the Indenture Trustee and such separate trustee
      or co-trustee jointly (it being understood that such separate trustee or
      co-trustee is not authorized to act separately without the Indenture
      Trustee joining in such act), except to the extent that under any law of
      any jurisdiction in which any particular act(s) are to be performed, the
      Indenture Trustee shall be incompetent or unqualified to perform such
      act(s), in which event such rights, powers, duties and obligations
      (including the holding of title to the Collateral or any portion thereof
      in any such jurisdiction) shall be exercised and performed singly by such
      separate trustee or co-trustee, but solely at the direction of the
      Indenture Trustee;

            (ii)  no trustee hereunder shall be personally liable by reason of
      any act or omission of any other trustee hereunder; and

            (iii) the Indenture Trustee may at any time accept the resignation
      of or remove, in its sole discretion, any separate trustee or co-trustee
      (it being understood that the Indenture Trustee shall provide notice of
      such resignation or removal to the Facility Administrator).

      (c)   Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

      (d)   Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Indenture on its behalf and in its name. If any separate trustee
or

                                       30
<PAGE>

co-trustee shall die, cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.

      (e)   The Indenture Trustee shall have no obligation to determine whether
a co-trustee or separate trustee is legally required in any jurisdiction in
which any part of the Collateral may be located.

      SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee and any
Paying Agent shall have, or be a member of a bank holding company having, a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and it shall have a long term
senior, unsecured debt rating of "Baa3" or better by Moody's (or, if not rated
by Moody's, a comparable rating by another statistical rating agency) and "BBB-"
or better by Standard & Poor's.

      SECTION 6.12. Representations and Warranties of Indenture Trustee.
Indenture Trustee in its individual capacity and as Indenture Trustee represents
and warrants as follows:

      (a)   Organization and Corporate Power. It is a duly organized and validly
existing Illinois banking corporation in good standing under the laws of each
jurisdiction where its business so requires. It has full corporate power,
authority and legal right to execute, deliver and perform its obligations as
Indenture Trustee under this Indenture and the Sale and Servicing Agreement (the
foregoing documents, the "Indenture Trustee Documents") and to authenticate the
Notes.

      (b)   Due Authorization. The execution and delivery of the Indenture
Trustee Documents, the consummation of the transactions provided for therein and
the authentication of the Notes have been duly authorized by all necessary
corporate action on its part, either in its individual capacity or as Indenture
Trustee, as the case may be.

      (c)   No Conflict. The execution and delivery of the Indenture Trustee
Documents, the performance of the transactions contemplated thereby and the
fulfillment of the terms thereof (including the authentication of the Notes)
will not conflict with, result in any breach of any of the material terms and
provisions of, or constitute (with or without notice or lapse of time or both) a
default under any indenture, contract, agreement, mortgage, deed of trust, or
other instrument to which the Indenture Trustee is a party or by which it or any
of its property is bound.

      (d)   No Violation. The execution and delivery of the Indenture Trustee
Documents, the performance of the transactions contemplated thereby and the
fulfillment of the terms thereof (including the authentication of the Notes)
will not conflict with or violate, in any material respect, any Applicable Law.

      (e)   All Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or Governmental Entity applicable to the
Indenture Trustee, required in connection with the execution and delivery of the
Indenture Trustee Documents, the performance by the Indenture Trustee of the
transactions contemplated thereby and the fulfillment by the Indenture Trustee
of the terms thereof (including the authentication of the Notes) have been
obtained.

      (f)   Validity, Etc. Each Indenture Trustee Document constitutes a legal,
valid and binding obligation of the Indenture Trustee, enforceable against the
Indenture Trustee in accordance with its terms, except as such enforceability
may be limited by applicable insolvency laws and except as such enforceability
may be limited by general principles of equity, concepts of materiality and
reasonableness (whether considered in a suit at law or in equity) or by an
implied covenant of good faith and fair dealing.

                                       31
<PAGE>

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

      SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Indenture
Trustee: (a) not more than five days after the earlier of: (i) each Record Date
and (ii) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Holders of Notes as of such Record Date, and (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished; provided, however,
that so long as the Indenture Trustee is the Note Registrar, no such list shall
be required to be furnished.

      SECTION 7.2. Preservation of Information: Communications to Noteholders.
The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.1
and the names and addresses of Holders of Notes received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in Section 7.1 upon receipt of a new list so
furnished.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

      SECTION 8.1. Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture and the Sale and
Servicing Agreement. The Indenture Trustee shall apply all such money received
by it as provided in this Indenture and the Sale and Servicing Agreement. Except
as otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that is
part of the Collateral, the Indenture Trustee may cause the Servicer to take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate Proceedings. Any such
action shall be without prejudice to any right to claim an Event of Default
under this Indenture and any right to proceed thereafter as provided in Article
V.

      SECTION 8.2. Trust Accounts. On or prior to the Closing Date, the Issuer
shall cause the Servicer to establish and maintain, in the name of the Indenture
Trustee, for the benefit of the Noteholders, the Trust Accounts as provided in
Section 2.3 of the Sale and Servicing Agreement. Not in limitation of the
foregoing, on each Payment Date and Redemption Date, the Indenture Trustee shall
distribute amounts on deposit in the Collection Account to Noteholders to the
extent of amounts due and unpaid on the Notes in the amounts and in the order of
priority set forth in Section 2.11 of the Sale and Servicing Agreement.

      SECTION 8.3. General Provisions Regarding Accounts. (a) So long as no
Event of Default shall have occurred and be continuing, all or a portion of the
funds in the Trust Accounts (other than the Lockbox Account) shall be invested
in Permitted Investments and reinvested by the Indenture Trustee pursuant to the
provisions of Section 2.5 of the Sale and Servicing Agreement. All income or
other gain from investments of moneys deposited in the Trust Accounts shall be
deposited by the Indenture Trustee in the Collection Account or the Reserve
Account, and any loss or expenses resulting from such investments shall be
charged to such account.

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      (b)   Subject to Section 6.1(c), the Indenture Trustee shall not in any
way be held liable for the selection of Permitted Investments or by reason of
any insufficiency in any of the Trust Accounts resulting from any loss on any
Permitted Investment included therein, except for losses attributable to the
Indenture Trustee's failure to make payments on such Permitted Investments
issued by the Indenture Trustee, in its commercial capacity as principal obligor
and not as trustee, in accordance with their terms.

      (c)   In the absence of timely and specific written investment direction
from the Servicer and Issuer, the Indenture Trustee shall invest any cash held
in Permitted Investments of a type described in clause (c)(i) of the definition
thereof. In no event shall the Indenture Trustee be liable for investment losses
incurred thereon. The Indenture Trustee shall have no liability in respect of
losses incurred as a result of the liquidation of any investment prior to its
stated maturity or the failure of the Servicer and Issuer to provide timely
written investment direction.

      SECTION 8.4. Release of Collateral. (a) Subject to the payment of its fees
and expenses pursuant to Section 6.7, the Indenture Trustee may, and when
required by this Indenture, the Sale and Servicing Agreement or any other
Transaction Document shall, execute instruments to release property from the
Lien of this Indenture, or convey the Indenture Trustee's interest in the same,
in a manner and under circumstances that are not inconsistent with this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article 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.

      (b)   The Indenture Trustee shall, at such time as there are no Aggregate
Outstandings and all sums due to the Indenture Trustee, the Facility
Administrator and the Noteholders pursuant to Section 6.7 or the other
Transaction Documents have been paid, release any remaining portion of the
Collateral without representation, warranty or recourse that secured the Notes
from the Lien of this Indenture and release to the Issuer or any other Person
entitled thereto any funds then on deposit in the Trust Accounts. The Indenture
Trustee shall release property from the Lien of this Indenture pursuant to this
paragraph only upon receipt of an Issuer Request accompanied by an Officer's
Certificate and an Opinion of Counsel.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

      SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.
Without the consent of the Holders of Notes, 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)   to correct or amplify the description of any property at any
      time subject to the Lien of this Indenture, or better to assure, convey
      and confirm unto the Indenture Trustee any property subject or required to
      be subjected to the Lien of this Indenture, or to subject to the Lien of
      this Indenture additional property;

            (ii)  to evidence the succession, in compliance with the applicable
      provisions hereof, of another Person to the Issuer, and the assumption by
      any such successor of the covenants of the Issuer herein and in the Notes;

            (iii) to add to the covenants of the Issuer, for the benefit of the
      Holders of Notes, or to surrender any right or power herein conferred upon
      the Issuer;

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<PAGE>

            (iv)  to convey, transfer, assign, mortgage or pledge any property
      to or with the Indenture Trustee; or

            (v)   to cure any ambiguity, to correct or supplement any provision
      herein or in any supplemental indenture that may be inconsistent with any
      other provision herein or in any supplemental indenture or to make any
      other provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided, that such action
      shall not materially adversely affect the interests of the Holders of
      Notes.

      The Indenture Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained. No supplemental indenture pursuant
to this Section 9.1 shall be entered into which is inconsistent with the Issuer
being a Qualified Special Purpose Entity (within the meaning of Financial
Accounting Standards Board Statement No. 140).

      SECTION 9.2. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with
the written consent of Holders holding at least a majority of the Outstanding
Amount of the Notes affected thereby, 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 affecting such
Notes or of modifying in any manner the rights of the Holders of Notes under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby:

            (i)   change the date of payment of any installment of principal of
      or interest on any Note, or reduce the principal amount thereof, the
      interest rate thereon or the Redemption Price with respect thereto, change
      the provisions of this Indenture relating to the application of
      collections on, or the proceeds of the sale of, the Collateral to the
      payment of principal of or interest on the Notes, or change any 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 the provisions of this Indenture requiring the application
      of funds available therefor, as provided in Article V, to the payment of
      any Such amount due on or after the respective due dates thereof (or, in
      the case of redemption, on or after the Redemption Date);

            (ii)  reduce the percentage of the Outstanding Amount, the consent
      of the Holders of which is required for any such supplemental indenture,
      or the consent of the Holders of which is required for any waiver of
      compliance with certain provisions of this Indenture or certain defaults
      hereunder and their consequences provided for in this Indenture;

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

            (iv)  reduce the percentage of the Outstanding Amount required to
      direct the Indenture Trustee to direct the Issuer to sell or liquidate the
      Collateral pursuant to Section 5.4;

            (v)   modify any provision of this Section except to increase any
      percentage specified herein or to provide that certain additional
      provisions of this Indenture or the Transaction Documents cannot be
      modified or waived without the consent of the Holder of each Outstanding
      Note affected thereby;

            (vi)  modify any of the provisions of this Indenture in such manner
      as to affect the calculation of the amount of any payment of interest or
      principal due on any Note on any

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<PAGE>

      Payment Date (including the calculation of any of the individual
      components of such calculation); or

            (vii) 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
      Collateral or, except as otherwise permitted or contemplated herein,
      terminate the Lien of this Indenture on any property at any time subject
      hereto or deprive any Holder of Notes of the security provided by the Lien
      of this Indenture.

      Notwithstanding the foregoing, the Issuer and the Indenture Trustee shall
not enter into an indenture or indenture supplemental thereto without the
consent of the Servicer (so long as the Servicer is Bluegreen or an Affiliate
thereof), if the effect of such supplemental indenture is to materially increase
the obligations of the Servicer (in its capacity as Trust Administrator) under
the Administration Agreement.

      It shall not be necessary for any Act (as defined in Section 11.3) of the
Noteholders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the
substance thereof. The manner of obtaining such consents (and any other consents
of Noteholders provided for in this Indenture or in any other Transaction
Document) and of evidencing the authorization of the execution thereof by
Noteholders shall be subject to such reasonable requirements as the Indenture
Trustee may provide.

      Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Indenture Trustee shall
mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

      SECTION 9.3. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive (with a
copy to the Facility Administrator) and, subject to Sections 6.1 and 6.2, shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized and permitted by this
Indenture and all conditions precedent to the execution of such supplemental
indenture have been met. The Indenture Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Indenture
Trustee's own rights, duties, liabilities or immunities under this Indenture or
otherwise.

      SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
Indenture Trustee, the Issuer, the Facility Administrator and the Holders of the
Notes shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

      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 if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such

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<PAGE>

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. Redemption. The Notes are subject to redemption in whole,
but not in part, at the direction of the Trust Depositor pursuant to Section
11.2 of the Sale and Servicing Agreement, on any Payment Date on which the Trust
Depositor exercises its option to purchase the Collateral pursuant to said
Section 11.2 (the "Redemption Date"), for a purchase price equal to the
Aggregate Outstandings (the "Redemption Price"). If such Notes are to be
redeemed pursuant to this Section 10.1, the Servicer or the Issuer shall furnish
notice of such election to the Indenture Trustee and the Facility Administrator
not later than 20 days prior to the Redemption Date and the Issuer shall deposit
with the Indenture Trustee in the Collection Account the Redemption Price one
(1) Business Day prior to the Redemption Date.

      SECTION 10.2. Form of Redemption Notice. Notice of redemption under
Section 10.1 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, mailed not less than five days prior to the applicable
Redemption Date to each Holder of Notes, as of the close of business on the
Record Date preceding the applicable Redemption Date, at such Holder's address
appearing in the Note Register.

      All notices of redemption shall state:

            (i)   the Redemption Date;

            (ii)  the Redemption Price;

            (iii) the place where such Notes are to be surrendered for payment
      of the Redemption Price (which shall be the office or agency of the Issuer
      to be maintained as provided in Section 3.2); and

            (iv)  CUSIP numbers, if any.

      Notice of redemption of the Notes shall be given by the Indenture Trustee
in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not impair or
affect the validity of the redemption of any other Note.

      SECTION 10.3. Notes Payable on Redemption Date. The Notes to be redeemed
shall, following notice of redemption pursuant to this Article, become due and
payable on the Redemption Date at the Redemption Price and (unless the Issuer
shall default in the payment of the Redemption Price) no interest shall accrue
on the Redemption Price for any period after the date to which accrued interest
is calculated for purposes of calculating the Redemption Price.

      If there are not sufficient funds in the Collection Account on the Payment
Date on which the Notes are to be redeemed available to pay the Redemption
Price, the notice of redemption shall be deemed to have been revoked and the
Notes shall not be redeemed on the Redemption Date. Payments will be made on
such Payment Date in accordance with Section 5.5 of the Sale and Servicing
Agreement as though no notice of redemption had been given and the Notes shall
continue to bear interest at the Note Rate.

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<PAGE>

                                   ARTICLE XI
                                  MISCELLANEOUS

      SECTION 11.1. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under this Indenture, the Indenture Trustee shall be entitled to request that
the Issuer furnish to the Indenture Trustee and the Facility Administrator: (i)
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 (ii) 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 application or request as to which the furnishing of such
documents is specifically required by this Indenture, no additional certificate
or opinion need be furnished.

      (b)   Notwithstanding Section 2.9 or any other provision of this Section,
the Issuer may, without compliance with the requirements of the other provisions
of this Section: (A) collect, liquidate, sell or otherwise dispose of
Receivables or otherwise take action as and to the extent permitted or required
by the Transaction Documents and (B) make cash payments out of the Trust
Accounts as and to the extent permitted or required by the Transaction
Documents.

      SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

      Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate, opinion or representations
with respect to the matters upon which his certificate or opinion is based
is/are erroneous. Any such certificate of an Authorized Officer or 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
Servicer, the Seller, or the Issuer stating that the information with respect to
such factual matters is in the possession of the Servicer, the Seller or the
Issuer, as applicable, unless such Authorized Officer or counsel knows, or in
the exercise of reasonable care should know, that the certificate, opinion or
representations with respect to such matters is/are erroneous.

      Where any Person is required or permitted 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.

      Whenever in this Indenture, in connection with any application,
certificate or report to the Indenture Trustee and/or the Facility
Administrator, it is provided that the Issuer shall deliver any document as a
condition of the granting of such application, or as evidence of the Issuer's
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 or the Facility Administrator's right to rely upon the
truth and accuracy of any statement or opinion contained in any such document as
provided in Article VI.

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<PAGE>

      SECTION 11.3. Acts of Noteholders. (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
instrument(s) 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(s)
are delivered to the Indenture Trustee and, where it is hereby expressly
required, to the Issuer. Such instrument(s) (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument(s). 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 6.1) conclusive in favor of
the Indenture Trustee, the Facility Administrator and the Issuer, if made in the
manner provided in this Section.

      (b)   The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
and/or the Facility Administrator, as applicable, deems sufficient.

      (c)   The ownership of Notes shall be proved by the Note Register.

      (d)   Any request, demand, authorization, direction, notice, consent,
waiver or Act by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof, in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Indenture
Trustee, the Facility Administrator or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.

      SECTION 11.4. Notices, etc., to the Indenture Trustee, Issuer, the
Facility Administrator. Any request, demand, authorization, direction, notice,
consent, waiver or Act of Noteholders, or other documents provided or permitted
by this Indenture, shall be in writing and, if such request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders is to be
made upon, given or furnished to or filed with:

      (a)   the Indenture Trustee by any Noteholder or by the Issuer, shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Indenture Trustee at its Corporate Trust Office (with a
copy to the Facility Administrator); or

      (b)   the Issuer by the Indenture Trustee or by any Noteholder, shall be
sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the Issuer addressed to: c/o Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration or at any other address previously
furnished in writing to the Indenture Trustee by the Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.

      Notices required to be given to the Facility Administrator by the Issuer
or the Indenture Trustee shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, to their respective addresses set
forth in Section 13.3 of the Sale and Servicing Agreement. So long as Bluegreen
or an Affiliate thereof is the Servicer, copies of all notices delivered to the
Issuer shall be delivered by the sender of such notice to the Servicer at its
address set forth in the Sale and Servicing Agreement.

      SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the

                                       38
<PAGE>

earliest date, prescribed for the giving of such notice. In any case where
notice to Noteholders is given by mail, neither the failure to mail such notice
nor any defect in any notice so mailed to any particular Noteholder shall affect
the sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given. Any notice sent to the Noteholders shall also be sent to
the Facility Administrator.

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any 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 a waiver.

      In case, by reason of the suspension of regular mail service, it shall be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to this Indenture, then any manner of giving such
notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a
sufficient giving of such notice.

      SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuer may
enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture or the Notes
for such payments or notices. The Issuer will furnish to the Indenture Trustee a
copy of each such agreement and the Indenture Trustee will cause payments to be
made and notices to be given in accordance with such agreements.

      SECTION 11.7. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      SECTION 11.8. Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors, co-trustees and agents of the Indenture
Trustee.

      SECTION 11.9. Severability. Any provision of this Indenture or the Notes
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or of the
Notes, as applicable, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      SECTION 11.10. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Servicer, the Trust Depositor, the
Noteholders, the Facility Administrator, any other party secured hereunder and
any other Person with an ownership interest in any part of the Collateral, any
benefit or any legal or equitable right, remedy or claim under this Indenture;
provided, however, that the Facility Administrator shall be considered an
express third-party beneficiary of this Indenture and capable of bringing an
action with respect to this Indenture in the same manner as a party hereto.

      SECTION 11.11. Legal Holiday. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next Business Day with the same force

                                       39
<PAGE>

and effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

      SECTION 11.12. Governing Law; Waiver of Jury Trial. THIS INDENTURE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE ISSUER, THE
INDENTURE TRUSTEE AND EACH NOTEHOLDER (BY ACCEPTING A NOTE) WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE SOUNDING IN CONTRACT, TORT OR
OTHERWISE BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS
INDENTURE OR THE NOTES. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT SHALL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      SECTION 11.13. Counterparts. This Indenture may be executed in any number
of counterparts (including by facsimile), each of which when so executed shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.

      SECTION 11.14. Recording of Indenture. If this Indenture is subject to
recording in any public recording offices, such recording is to be effected by
the Issuer and, at its expense, accompanied by an Opinion of Counsel (which may
be counsel to the Servicer or any other counsel reasonably acceptable to the
Facility Administrator) to the effect that such recording is necessary either
for the protection of the Noteholders or any other Person secured hereunder or
for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.

      SECTION 11.15. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other writing
delivered in connection herewith or therewith, against: (i) the Indenture
Trustee in its individual capacity, (ii) any owner or a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, officer, director, employee
or agent of: (a) the Indenture Trustee in its individual capacity, (b) any owner
of a beneficial interest in the Issuer or the Indenture Trustee or (c) of any
successor or assign of the Indenture Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Indenture Trustee has no such obligations in its individual capacity).

      SECTION 11.16. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the Transaction
Documents. The foregoing shall not limit the rights of the Indenture Trustee to
file any claim in or otherwise take any action with respect to any insolvency
proceeding that was instituted against the Issuer by any Person other than the
Indenture Trustee.

      SECTION 11.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee or of the
Facility Administrator, during the Issuer's normal business hours, to examine
all the books of account, records, reports and other papers of the Issuer, to
make copies and extracts therefrom, to cause such books to be audited by
Independent certified public accountants, and to discuss the Issuer's affairs,
finances and accounts with the Issuer's officers,

                                       40
<PAGE>

employees and Independent certified public accountants, all at such reasonable
times and as often as may be reasonably requested.

      SECTION 11.18. Confidentiality. The Indenture Trustee and the Facility
Administrator shall and shall cause its representatives to hold in confidence
all such information; provided, however, that the foregoing shall not be
construed to prohibit: (i) disclosure of any and all information that is or
becomes publicly known, or information obtained by the Indenture Trustee or of
the Facility Administrator from sources other than the Issuer or Servicer, (ii)
disclosure of any and all information: (A) if required to do so by any
applicable statute, law, rule or regulation, (B) to any government agency or
regulatory or self-regulatory body having or claiming authority to regulate or
oversee any aspects of the Indenture Trustee's or the Facility Administrator's
business or that of its Affiliates, (C) pursuant to any subpoena, civil
investigative demand or similar demand or request of any court, regulatory
authority, arbitrator or arbitration to which the Indenture Trustee, the
Facility Administrator or an Affiliate or any officer, director, employee or
shareholder of either is Subject or is a party, (D) in any preliminary or final
offering circular, registration statement or contract or other document
pertaining to the transactions contemplated by the Indenture and approved in
advance by the Issuer or (E) to any Affiliate, independent or internal auditor,
agent, employee or attorney of either the Indenture Trustee or the Facility
Administrator having a need to know the same; provided, that the Indenture
Trustee or the Facility Administrator advises such recipient of the confidential
nature of the information being disclosed and such recipient agrees to keep such
information confidential, (iii) any other disclosure authorized by the Issuer or
the Servicer or (iv) disclosure to the other parties to the transactions
contemplated by the Transaction Documents. Notwithstanding anything in this
Indenture to the contrary, any information with respect to the "tax treatment"
or "tax structure" (in each case, within the meaning of Treasury Regulation
Section 1.6011-4) of the transactions contemplated hereby shall not be
confidential and the Facility Administrator, the Indenture Trustee, the
Noteholders and the other parties hereto may disclose without limitation of any
kind any information with respect to the "tax treatment" or "tax structure" (in
each case, within the meaning of Treasury Regulation Section 1.6011-4);
provided, that to the extent this Indenture contains information that relates to
the "tax treatment" or "tax structure" and contains other information, this
paragraph shall only apply to the information regarding the "tax treatment" or
"tax structure."

                            [signature page follows]

                                       41
<PAGE>

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

                                BXG RECEIVABLES OWNER TRUST 2004-A

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

                                By: /S/ JANET R. HAVRILLA
                                    ------------------------------------
                                Printed Name: Janet R. Havrilla
                                Title: Financial Services Officer

                                U.S. BANK NATIONAL
                                ASSOCIATION, not in its individual
                                capacity but solely as Indenture Trustee

                                By: /S/ TAMARA SCHULTZ-FUGH
                                    ------------------------------------
                                Printed Name: Tamara Schultz-Fugh
                                Title: Vice President

                           Signature Page to Indenture

<PAGE>

                                                                       EXHIBIT A
                                                                    to Indenture

                                  FORM OF NOTE

REGISTERED                                                $__________(1)
No. R-_____

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION ("BLUE SKY LAWS") OF THE UNITED STATES. BY ITS
ACCEPTANCE OF THIS NOTE THE HOLDER OF THIS NOTE IS DEEMED TO REPRESENT TO THE
INDENTURE TRUSTEE, THE ISSUER AND THE SERVICER THAT IT (i) IS A "QUALIFIED
INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A
"QIB") AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT
OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR
(ii) IS OTHERWISE ACQUIRING THIS NOTE IN A TRANSACTION EXEMPT FROM THE
SECURITIES ACT AND APPLICABLE BLUE SKY LAWS.

NO RESALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE
MADE BY ANY PERSON UNLESS (i) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH RESALE, PLEDGE OR OTHER
TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE
INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBs) TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A AND, IN ANY CASE, IN TRANSACTIONS UNDER AND IN COMPLIANCE WITH RULE
144A OR (ii) SUCH RESALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A
TRANSFER EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE BLUE SKY LAWS, IN WHICH CASE THE INDENTURE TRUSTEE SHALL REQUIRE (A)
THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO
THE ISSUER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, AND (B) A WRITTEN
OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE ISSUER, THE
SERVICER OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE INDENTURE TRUSTEE AND THE
ISSUER TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OR
APPLICABLE BLUE SKY LAWS. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE
IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED
TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR ALL
PURPOSES. THE PROSPECTIVE TRANSFEROR AND PROSPECTIVE TRANSFEREE, JOINTLY AND
SEVERALLY, AGREE TO INDEMNIFY THE ISSUER, THE INDENTURE TRUSTEE, THE TRUST
DEPOSITOR, BLUEGREEN CORPORATION

---------------
(1)   Denominations of $100,000 and in greater whole-dollar denominations in
      excess thereof.

<PAGE>

AND THEIR RESPECTIVE AFFILIATES AGAINST ANY LIABILITY SUCH PERSON MAY SUFFER AS
A RESULT OF A TRANSFER OF A NOTE NOT IN COMPLIANCE WITH ALL APPLICABLE
SECURITIES LAWS.

THIS NOTE (AND ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF
(i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA")), THAT IS SUBJECT
TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION
4975(e)(1) OF THE CODE OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY UNLESS THE PURCHASE AND
HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR THE CODE. BY ACCEPTING AND HOLDING THIS NOTE (OR ANY INTEREST
HEREIN), THE HOLDER HEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED
THAT EITHER (A) IT IS NOT A BENEFIT PLAN OR (B) SUCH PURCHASE AND HOLDING WILL
NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406(A) OF ERISA
OR SECTION 4975 OF THE CODE.

THIS NOTE HAS BEEN ISSUED PURSUANT TO THE TERMS OF THE INDENTURE (AS DEFINED
BELOW). BY ITS ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER AGREES
TO COMPLY WITH THE TERMS OF THE INDENTURE AND THE OTHER TRANSACTION DOCUMENTS
APPLICABLE TO HOLDERS. COPIES OF SUCH DOCUMENTS MAY BE OBTAINED FREE OF CHARGE
UPON WRITTEN REQUEST OF THE ISSUER.

                                      - 2 -
<PAGE>

                       BXG RECEIVABLES OWNER TRUST 2004-A

                                      NOTE

      BXG Receivables Owner Trust 2004-A, a Delaware statutory trust (including
any successor, the "Issuer"), for value received, hereby promises to pay to U.S.
Bank National Association (as Paying Agent on behalf of _______________________
(the "Noteholder") and its successors and assigns), or registered assigns, the
principal sum of [ ] DOLLARS or, if less, the aggregate unpaid Outstanding
Amount of this Note partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Collection Account in respect of
principal on the Notes pursuant to Section 3.1) of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earliest to occur of the Facility Termination Date, the Note
Final Scheduled Maturity Date and the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture. The Issuer will pay interest on this Note at the
rates, at the times and in the manner provided in the Indenture and the other
Transaction Documents, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Principal and interest on this Note
shall be paid in the manner specified in the Indenture and the Sale and
Servicing Agreement.

      The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

      Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.

<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this instrument to be manually
facsimile, by its Authorized Officer.

Dated: [_______________]

                                 BXG RECEIVABLES OWNER TRUST 2004-A

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

                                 By:____________________________________________

                                 Name:__________________________________________

                                 Title:_________________________________________

                                      - 2 -
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Notes designated above and referred to in the mentioned
Indenture.

Dated: [_______________]

                                            U.S. BANK NATIONAL ASSOCIATION, not
                                            in its individual capacity but
                                            solely as Indenture Trustee

                                            By:_________________________________
                                               Authorized Signatory

<PAGE>

                                [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Notes (herein called the Notes"), all issued under an
Indenture dated as of [ ], 2004 (such Indenture, as supplemented or amended, is
herein called the "Indenture"), between the Issuer and U.S. Bank National
Association, not in its individual capacity but solely as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

      The Notes are and will be equally and ratably secured by the Collateral as
security therefor as provided in the Indenture.

      As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.1 of the Indenture, in whole, but not in part, if the Trust Depositor
exercises its option to purchase the Receivables and the other Collateral on any
Payment Date if the Receivables Balance of all Receivables in the Asset Pool is
then less than 10% of the Receivables Balance of the Receivables purchased under
the Sale and Servicing Agreement when so purchased.

      Each Noteholder, by acceptance of a Note (or an interest therein),
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer or the Indenture Trustee on the Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against: (i) the Indenture Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of: (a) the
Indenture Trustee in its individual capacity, (b) any holder of a beneficial
interest in the Issuer, or the Indenture Trustee or of (c) any successor or
assign of the Indenture Trustee in its individual capacity, except as any such
Person may have expressly agreed.

      It is the intent of the Issuer and the Noteholders that, for purposes of
Federal and State income tax and any other tax measured in whole or in part by
income, the Notes will qualify as indebtedness of the Issuer. Each Noteholder,
by acceptance of a Note, agrees to treat, and to take no action inconsistent
with the treatment of, the Notes for such tax purposes as indebtedness of the
Issuer.

      Each Noteholder, by acceptance of a Note (or an interest therein),
covenants and agrees that by accepting the benefits of the Indenture that such
Noteholder will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization or
arrangement, insolvency or liquidation proceedings under any United States
Federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Transaction Documents and will
comply with the terms of the Transaction Documents applicable to Noteholders.

      This Note and the Indenture shall be construed in accordance with the laws
of the State of Illinois, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws. To the extent permitted by
applicable law, each of the Issuer, the Indenture Trustee and the Noteholder
waives any right to have a jury participate in resolving any dispute sounding in
contract, tort or otherwise between the parties arising out of, connected with,
related to, or incidental to the relationship between any of them in connection
with this Note or the Indenture. Instead, any such dispute resolved in court
will be resolved in a bench trial without a jury.

<PAGE>

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rates, and in the coin or currency, herein prescribed.

      Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, neither the Indenture Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Indenture Trustee for the sole purposes of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Holder of this Note by the
acceptance hereof, each agrees that, except as expressly provided in the
Transaction Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing contained herein shall
be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.

                                      - 2 -
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

______________________________________________________________________________

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

______________________________________________________________________________

______________________________________________________________________________
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _______________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:__________                               ________________________________*
                                               Signature Guaranteed:

____________________________________________
                                            Signatures must be guaranteed by an
                                            "eligible guarantor institution"
                                            meeting the requirements of the Note
                                            Registrar, which requirements
                                            include membership or participation
                                            in STAMP or such other "signature
                                            guarantee program" as may be
                                            determined by the Note Registrar in
                                            addition to, or in substitution for,
                                            STAMP, all in accordance with the
                                            Securities Exchange Act of 1934, as
                                            amended.

---------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular without alteration, enlargement or any change whatsoever.

                                       1