Execution Copy


BXG LEGACY 2010 LLC,

as Issuer


BLUEGREEN CORPORATION,

as Servicer


VACATION TRUST, INC.,

as Club Trustee


CONCORD SERVICING CORPORATION,

as Backup Servicer


and


U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee, Paying Agent, Custodian and Account Intermediary




INDENTURE


Dated as of August 1, 2010










TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I.

 	
 DEFINITIONS
 AND OTHER PROVISIONS OF GENERAL APPLICATION

 	
  

 	
 3

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.1.

 	
 General
 Definitions and Usage of Terms

 	
  

 	
 3

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.2.

 	
 Compliance
 Certificates and Opinions

 	
  

 	
 3

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.3.

 	
 Form of
 Documents Delivered to Indenture Trustee

 	
  

 	
 3

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.4.

 	
 Acts of
 Noteholders, etc

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.5.

 	
 Notice to
 Noteholders; Waiver

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.6.

 	
 Effect of
 Headings and Table of Contents

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.7.

 	
 Successors
 and Assigns

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.8.

 	
 GOVERNING
 LAW

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.9.

 	
 Legal
 Holidays

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.10.

 	
 Execution in
 Counterparts

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.11.

 	
 Inspection

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.12.

 	
 Survival of
 Representations and Warranties

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II.

 	
 THE NOTES

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.1.

 	
 General
 Provisions

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.2.

 	
 Global
 Notes

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.3.

 	
 Definitive
 Notes

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.4.

 	
 Registration,
 Transfer and Exchange of Notes

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.5.

 	
 Mutilated,
 Destroyed, Lost and Stolen Notes

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.6.

 	
 Payment of
 Interest and Principal; Rights Preserved

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.7.

 	
 Persons
 Deemed Owners

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.8.

 	
 Cancellation

 	
  

 	
 13

 


i









	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.9.

 	
 Noteholder
 Lists

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.10.

 	
 Treasury
 Notes

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.11.

 	
 Notice to
 Depository

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.12.

 	
 Confidentiality

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III.

 	
 ACCOUNTS;
 COLLECTION AND APPLICATION OF MONEYS; REPORTS

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 3.1.

 	
 Trust
 Accounts; Investments by Indenture Trustee

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 3.2.

 	
 Establishment
 and Administration of the Trust Accounts

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 3.3.

 	
 Reserved

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 3.4.

 	
 Distributions

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 3.5.

 	
 Reports to
 Noteholders

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 3.6.

 	
 Withholding
 Taxes

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV.

 	
 THE TRUST
 ESTATE

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.1.

 	
 Acceptance
 by Indenture Trustee

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.2.

 	
 Grant of
 Security Interest; Tax Treatment

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.3.

 	
 Further
 Action Evidencing Assignments

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.4.

 	
 Substitution
 and Repurchase of Timeshare Loans

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.5.

 	
 Release of
 Lien

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.6.

 	
 Appointment
 of Custodian and Paying Agent

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.7.

 	
 Sale of
 Timeshare Loans

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V.

 	
 SERVICING OF
 TIMESHARE LOANS

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.1.

 	
 Appointment
 of Servicer and Backup Servicer; Servicing Standard

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.2.

 	
 Payments on
 the Timeshare Loans

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.3.

 	
 Duties and
 Responsibilities of the Servicer

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.4.

 	
 Servicer
 Events of Default

 	
  

 	
 29

 


ii









	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.5.

 	
 Accountings;
 Statements and Reports

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.6.

 	
 Records

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.7.

 	
 Fidelity
 Bond and Errors and Omissions Insurance

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.8.

 	
 Merger or
 Consolidation of the Servicer

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.9.

 	
 Sub-Servicing

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.10.

 	
 Servicer
 Resignation

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.11.

 	
 Fees and
 Expenses

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.12.

 	
 Access to
 Certain Documentation

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.13.

 	
 No Offset

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.14.

 	
 Account
 Statements

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.15.

 	
 Indemnification;
 Third Party Claim

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.16.

 	
 Obligor Information

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.17.

 	
 Backup Servicer

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.18.

 	
 Aruba Notices

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.19.

 	
 Recordation

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VI.

 	
 EVENTS OF
 DEFAULT; REMEDIES

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.1.

 	
 Events of
 Default

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.2.

 	
 Acceleration
 of Maturity; Rescission and Annulment

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.3.

 	
 Remedies

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.4.

 	
 Indenture
 Trustee May File Proofs of Claim

 	
  

 	
 43

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.5.

 	
 Indenture
 Trustee May Enforce Claims Without Possession of Notes

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.6.

 	
 Application
 of Money Collected

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.7.

 	
 Limitation on Suits

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.8.

 	
 Unconditional
 Right of Noteholders to Receive Principal and Interest

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.9.

 	
 Restoration
 of Rights and Remedies

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.10.

 	
 Rights and
 Remedies Cumulative

 	
  

 	
 46

 


iii









	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.11.

 	
 Delay or
 Omission Not Waiver

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.12.

 	
 Control by
 Noteholders

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.13.

 	
 Waiver of
 Events of Default

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.14.

 	
 Undertaking
 for Costs

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.15.

 	
 Waiver of
 Stay or Extension Laws

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.16.

 	
 Sale of
 Trust Estate

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.17.

 	
 Action on
 Notes

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.18.

 	
 Performance
 and Enforcement of Certain Obligations

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII.

 	
 THE
 INDENTURE TRUSTEE

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.1.

 	
 Certain
 Duties

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.2.

 	
 Notice of
 Events of Default

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.3.

 	
 Certain
 Matters Affecting the Indenture Trustee

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.4.

 	
 Indenture
 Trustee Not Liable for Notes or Timeshare Loans

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.5.

 	
 Indenture
 Trustee May Own Notes

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.6.

 	
 Indenture
 Trustee’s Fees and Expenses

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.7.

 	
 Eligibility
 Requirements for Indenture Trustee

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.8.

 	
 Resignation
 or Removal of Indenture Trustee

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.9.

 	
 Successor
 Indenture Trustee

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.10.

 	
 Merger or
 Consolidation of Indenture Trustee

 	
  

 	
 55

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.11.

 	
 Appointment
 of Co-Indenture Trustee or Separate Indenture Trustee

 	
  

 	
 55

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.12.

 	
 Paying Agent
 and Note Registrar Rights

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.13.

 	
 Authorization

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.14.

 	
 Maintenance
 of Office or Agency

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 VIII.

 	
 COVENANTS OF
 THE ISSUER

 	
  

 	
 58

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.1.

 	
 Payment of
 Principal, Interest and Other Amounts

 	
  

 	
 58

 


iv









	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.2.

 	
 Eligible
 Timeshare Loans

 	
  

 	
 58

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.3.

 	
 Money for
 Payments to Noteholders to Be Held in Trust

 	
  

 	
 58

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.4.

 	
 Existence; Merger; Consolidation, etc

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.5.

 	
 Protection
 of Trust Estate; Further Assurances

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.6.

 	
 Additional
 Covenants

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.7.

 	
 Taxes

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.8.

 	
 Restricted
 Payments

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.9.

 	
 Treatment of
 Notes as Debt for Tax Purposes

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.10.

 	
 Further
 Instruments and Acts

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX.

 	
 SUPPLEMENTAL INDENTURES

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 9.1.

 	
 Supplemental
 Indentures

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 9.2.

 	
 Supplemental
 Indentures with Consent of Noteholders

 	
  

 	
 65

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 9.3.

 	
 Execution of
 Supplemental Indentures

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 9.4.

 	
 Effect of
 Supplemental Indentures

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 9.5.

 	
 Reference in
 Notes to Supplemental Indentures

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE X.

 	
 REDEMPTION
 OF NOTES

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 10.1.

 	
 Optional
 Redemption; Election to Redeem

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 10.2.

 	
 Notice to
 Indenture Trustee

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 10.3.

 	
 Notice of
 Redemption by the Servicer

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 10.4.

 	
 Deposit of
 Redemption Price

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 10.5.

 	
 Notes
 Payable on Redemption Date

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XI.

 	
 SATISFACTION
 AND DISCHARGE

 	
  

 	
 68

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 11.1.

 	
 Satisfaction
 and Discharge of Indenture

 	
  

 	
 68

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 11.2.

 	
 Application
 of Trust Money; Repayment of Money Held by Paying Agent

 	
  

 	
 69

 


v









	
  

 	
  

 	
  

 	
  

 
	
 SECTION 11.3.

 	
 Trust
 Termination Date

 	
  

 	
 69

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XII.

 	
 REPRESENTATIONS
 AND WARRANTIES AND COVENANTS

 	
  

 	
 69

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 12.1.

 	
 Representations
 and Warranties of the Issuer

 	
  

 	
 69

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 12.2.

 	
 Representations
 and Warranties of the Servicer

 	
  

 	
 72

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 12.3.

 	
 Representations
 and Warranties of the Indenture Trustee

 	
  

 	
 75

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 12.4.

 	
 Multiple
 Roles

 	
  

 	
 76

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 12.5. 

 	
 [Reserved]

 	
  

 	
 76

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 12.6.

 	
 Covenants of
 the Club Trustee

 	
  

 	
 76

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 12.7.

 	
 Representations
 and Warranties of the Backup Servicer

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 XIII.

 	
 MISCELLANEOUS

 	
  

 	
 82

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 13.1.

 	
 Officer’s
 Certificate and Opinion of Counsel as to Conditions Precedent

 	
  

 	
 82

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 13.2.

 	
 Statements
 Required in Certificate or Opinion

 	
  

 	
 82

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 13.3.

 	
 Notices

 	
  

 	
 82

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 13.4.

 	
 No
 Proceedings

 	
  

 	
 84

 






	
  

 	
  

 	
  

 	
  

 
	
 Exhibit A

 	
 Form of
 Notes

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Exhibit B

 	
 Form of Investor
 Representation Letter

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Exhibit C

 	
 Credit
 Policy

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Exhibit D

 	
 Form of
 Monthly Servicer Report

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Exhibit E

 	
 Servicing
 Officer’s Certificate

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Exhibit F

 	
 Form of
 Investor Certification

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Exhibit G

 	
 [Reserved]

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Exhibit H

 	
 Form of
 Aruba Notice

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Exhibit I

 	
 Resort
 Ratings

 	
  

 	
  

 


vi









	
  

 	
  

 	
  

 	
  

 
	
 Exhibit J

 	
 [Reserved]

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Exhibit K

 	
 Collection
 Policy

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Annex A

 	
 Standard
 Definitions

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule I

 	
 Schedule of
 Timeshare Loans

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule II

 	
 Litigation
 Schedule

 	
  

 	
  

 


vii





INDENTURE


                    This
INDENTURE, dated as of August 1, 2010 (this “Indenture”),
is among BXG LEGACY 2010 LLC, a Delaware limited liability company, as issuer
(the “Issuer”),
BLUEGREEN CORPORATION (“Bluegreen”),
a Massachusetts corporation, in its capacity as servicer (the “Servicer”),
VACATION TRUST, INC., a Florida corporation, as trustee under the Club Trust
Agreement (the “Club Trustee”),
CONCORD SERVICING CORPORATION, an Arizona corporation, as backup servicer (the
“Backup Servicer”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the
“Indenture
Trustee”), as paying agent (the “Paying
Agent”), as custodian (the “Custodian”)
and as a securities intermediary with respect to the Trust Accounts (in such
capacity, the “Account Intermediary”).


RECITALS OF THE ISSUER


                    WHEREAS,
the Issuer has duly authorized the execution and delivery of this Indenture to
provide for the issuance of its $23,500,000 12.00% Timeshare Loan-Backed Notes,
Series 2010, Class A-1 (the “Class A-1 Notes”) and $3,538,000 12.00%
Timeshare Loan-Backed Notes, Series 2010, Class A-2 (the “Class A-2 Notes”, and
together with the Class A-1 Notes, the “Notes”);


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


                    WHEREAS,
the Servicer has agreed to service and administer the Timeshare Loans securing
the Notes and the Backup Servicer and the Indenture Trustee have agreed to,
among other things, service and administer the Timeshare Loans if the Servicer
shall no longer be the Servicer hereunder and no successor Servicer is
appointed by the Noteholders pursuant to Section 5.4(b) hereof;


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


GRANTING CLAUSE


                    To
secure the payment of the principal of and interest on the Notes in accordance
with their terms, the payment of all of the sums payable under this Indenture
and the performance of the covenants contained in this Indenture, the Issuer
hereby Grants to the Indenture Trustee, for the benefit of the Noteholders, all
of the Issuer’s right, title and interest in 


1





and to the following whether now owned or hereafter acquired and any
and all benefits accruing to the Issuer from, (i) the Initial Timeshare Loans,
(ii) any other Timeshare Loans sold or transferred to the Issuer pursuant to
the Sale Agreement, (iii) the Receivables due after the applicable Cut-Off Date
in respect of each Timeshare Loan sold or transferred to the Issuer pursuant to
the Sale Agreement, (iv) the related Timeshare Loan Documents (excluding any
rights as developer or declarant under the Timeshare Declaration, the Timeshare
Program Consumer Documents or the Timeshare Program Governing Documents), (v)
all Related Security in respect of each Timeshare Loan, (vi) all rights and
remedies under the Guaranty, the Sale Agreement, the Backup Servicing
Agreement, the Lockbox Agreement and the Custodial Agreement, (vii) the
Lockbox Account, the Collection Account, the Reserve Account and the Credit
Card Account, and (viii) all proceeds of the foregoing (including, without
limitation, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds (as
applicable), condemnation awards, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time constitute all or
part or are included in the proceeds of any of the foregoing) (collectively,
the “Trust
Estate”). Notwithstanding
the foregoing, the Trust Estate shall not include (i) any Timeshare Loan
released from the Lien of this Indenture in accordance with the terms hereof
and any Related Security, Timeshare Loan Documents, income or proceeds related
to such released Timeshare Loan, (ii) any amount distributed pursuant to
Section 3.4 or Section 6.6 hereof or (iii) any Misdirected Deposits.


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


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


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


                    The
Indenture Trustee further acknowledges that in the event the conveyance of the
Timeshare Loans by the Seller to the Issuer pursuant to the Sale Agreement is
determined to constitute a loan and not a sale as it is intended by all the
parties hereto, the Custodian will be holding each of the Timeshare Loans as
bailee of the Issuer; provided, however, that with respect to the
Timeshare Loans, the Custodian will not act at the direction of the Issuer
without the written consent of the Indenture Trustee.


2





ARTICLE I.


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


          SECTION
1.1. General Definitions and Usage of Terms.


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


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


          SECTION
1.2. Compliance Certificates and Opinions.


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


          SECTION
1.3. Form of Documents Delivered to Indenture Trustee.


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


                    Any
certificate or opinion of an officer of the Issuer delivered to the Indenture
Trustee may be based, insofar as it relates to legal matters, upon an Opinion
of Counsel, unless such officer knows that such Opinion of Counsel with respect
to the matters upon which his/her 


3





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


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


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


                    Whenever
in this Indenture it is provided that the absence of the occurrence and
continuation of a Default, Event of Default or Servicer Event of Default is a
condition precedent to the taking of any action by the Indenture Trustee at the
request or direction of the Issuer, then, notwithstanding that the satisfaction
of such condition is a condition precedent to the Issuer’s right to make such
request or direction, the Indenture Trustee shall be protected in acting in
accordance with such request or direction if it does not have Knowledge of the
occurrence and continuation of such event.
For all purposes of this Indenture, the Indenture Trustee shall not be
deemed to have Knowledge of any Default, Event of Default or Servicer Event of
Default nor shall the Indenture Trustee have any duty to monitor or investigate
to determine whether a default has occurred (other than an Event of Default of
the kind described in Section 6.1(a) hereof) or Servicer Event of Default has
occurred unless a Responsible Officer of the Indenture Trustee shall have
Knowledge thereof or shall have been notified in writing thereof by the Issuer,
the Servicer or any secured party.


          SECTION
1.4. Acts of Noteholders, etc.


                    (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Indenture Trustee and, where it is hereby expressly required, to the Issuer.
Such 


4





instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act”
of the Noteholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 7.1
hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made in
the manner provided in this Section 1.4.


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


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


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


          SECTION
1.5. Notice to Noteholders; Waiver.


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


5





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


          SECTION
1.6. Effect of Headings and Table of Contents.


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


          SECTION
1.7. Successors and Assigns.


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


          SECTION
1.8. GOVERNING LAW.


                    THIS
INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES
OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK.
UNLESS MADE APPLICABLE IN A SUPPLEMENT HERETO, THIS INDENTURE IS NOT
SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL NOT BE
GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.


          SECTION
1.9. Legal Holidays.


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


          SECTION
1.10. Execution in Counterparts.


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


6





          SECTION
1.11. Inspection.


                    The
Issuer agrees that, on ten Business Days’ prior notice (or, one Business Day’s
prior notice after the occurrence and during the continuance of an Event of
Default or a Servicer Event of Default), it will permit the representatives of
the Indenture Trustee or any Noteholder, during the Issuer’s normal business
hours, to examine all of the books of account, records, reports and other
papers of the Issuer, to make copies thereof and extracts therefrom, and to
discuss its affairs, finances and accounts with its designated officers,
employees and independent accountants in the presence of such designated
officers and employees (and by this provision the Issuer hereby authorizes its
independent accountants to discuss with such representatives such affairs,
finances and accounts), all at such reasonable times and as often as may be
reasonably requested for the purpose of reviewing or evaluating the financial
condition or affairs of the Issuer or the performance of and compliance with
the covenants and undertakings of the Issuer and the Servicer in this Indenture
or any of the other documents referred to herein or therein. Any reasonable expense incident to the
exercise by the Indenture Trustee at any time or any Noteholder during the
continuance of any Default or Event of Default, of any right under this Section
1.11 shall be borne by the Issuer and distributed in accordance with Section
3.4 or Section 6.6 hereof, as applicable.
Nothing contained herein shall be construed as a duty of the Indenture
Trustee to perform such inspection.


          SECTION
1.12. Survival of Representations and Warranties.


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


ARTICLE II.


THE NOTES


          SECTION
2.1. General Provisions.


                    (a) Form
of Notes. The Notes shall be
designated as the “BXG Legacy 2010 LLC, Timeshare Loan-Backed Notes, Series
2010”. The Notes, together with their
certificates of authentication, shall be in substantially the form set forth in
Exhibit A attached hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or are permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon, as may consistently herewith,
be determined by the officer executing such Notes, as evidenced by such
officer’s execution of such Notes.


                    (b) Denominations. The Outstanding Note Balance of the Class
A-1 Notes and the Class A-2 Notes which may be authenticated and delivered
under this Indenture is limited to $23,500,000 and $3,538,000,
respectively. The Notes shall be
issuable only as registered Notes, without interest coupons, in the
denominations of at least $50,000 and in integral multiples of $1,000; provided,
however, that the foregoing shall not restrict or prevent the transfer
in accordance with Section 2.4 hereof of any Note with a remaining Outstanding
Note Balance of less than $50,000.


7





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


          SECTION
2.2. Global Notes.


                    Each
of the Class A-1 Notes, upon original issuance, shall be issued in the form of
one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”)
to be deposited with the Indenture Trustee as custodian for DTC, the initial
Depository, by or on behalf of the Issuer.
All Global Notes shall be initially registered on the Note Register in
the name of Cede & Co., the nominee of DTC and no Note Owner will receive a
definitive note (a “Definitive Note”) representing such Note
Owner’s interest in the related Class A-1 Notes, except as provided in Section
2.3 hereof. Unless and until Definitive
Notes have been issued in respect of the Class A-1 Notes pursuant to Section
2.3 hereof:


                    (a) the
provisions of this Section 2.2 shall be in full force and effect with respect
to the Class A-1 Notes;


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


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



                    (d) the
rights of the respective Note Owners of the Class A-1 Notes shall be exercised
only through the Depository and the Depository Participants and shall be
limited to those established by law and agreements between the respective Note
Owners and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless
and until Definitive Notes are issued in respect of the Class A-1 Notes
pursuant to Section 2.3 hereof, the Depository will make book-entry transfers
among the Depository Participants and receive and transmit distributions of
principal of, and interest on, the Class A-1 Notes to the Depository
Participants; and


8





                    (e)
 whenever this Indenture requires or
permits actions to be taken based upon instructions or directions of
Noteholders holding Notes evidencing a specified percentage of the Outstanding
Note Balance of the Class A-1 Notes, the Depositary shall be deemed to
represent such percentage only to the extent that it has received instructions
to such effect from the Note Owners and/or Depository Participants owning or
representing, respectively, such required Outstanding Note Balance of the Class
A-1 Notes and has delivered such instructions to the Indenture Trustee. The Indenture Trustee shall have no
obligation to determine whether the Depository has in fact received any such
instructions.


          SECTION
2.3. Definitive Notes. 


                    (a)
 If (i) the Issuer advises the
Indenture Trustee in writing that the Depository is no longer willing,
qualified or able to properly discharge its responsibilities as Depository with
respect to the Global Notes and the Indenture Trustee or the Issuer is unable
to locate a qualified successor, (ii) the Issuer, at its sole option, advises
the Indenture Trustee in writing that it elects to terminate the book-entry
system with respect to the Class A-1 Notes through the Depository, or (iii)
after the occurrence of an Event of Default, Note Owners evidencing not less
than 66-2/3% of the Outstanding Note Balance of the Class A-1 Notes, advise the
Indenture Trustee and the Depository through the Depository Participants in
writing that the continuation of a book-entry system with respect to the Class
A-1 Notes through the Depository is no longer in the best interest of such Note
Owners, the Indenture Trustee shall use its best efforts to notify all affected
Note Owners through the Depository of the occurrence of any such event and of
the availability of Definitive Notes to such Note Owners. None of the Issuer, the Indenture Trustee or
the Servicer shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of
Definitive Notes, the Issuer, the Indenture Trustee, the Note Registrar and the
Servicer shall recognize holders of Definitive Notes as Noteholders
hereunder. Upon the issuance of
Definitive Notes, all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Indenture Trustee, to the extent applicable with respect to such Definitive
Notes. 


                    (b)
 the Class A-2 Notes shall be issued
in definitive form only and shall be “Definitive Notes” hereunder.


          SECTION
2.4. Registration, Transfer and Exchange of Notes.


                    (a) The
Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note
Register”) for the registration, transfer and exchange of
Notes. The Indenture Trustee is hereby
appointed “Note Registrar” for purposes of registering Notes and transfers of
Notes as herein provided. The names and
addresses of all Noteholders and the names and addresses of the transferees of
any Notes shall be registered in the Note Register; provided, however,
in no event shall the Note Registrar be required to maintain in the Note
Register the names of the individual participants holding Notes through the
Depository. The Person in whose name
any Note is so registered shall be deemed and treated as the sole owner and
Noteholder thereof for all purposes of this Indenture and the Note Registrar,
the Issuer, the Indenture Trustee, the Servicer and any agent of any of them
shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or
exchangeable only upon the 


9





surrender of such Note to the Note Registrar at the Corporate Trust
Office together with an assignment and transfer (executed by the Noteholder or
his duly authorized attorney), subject to the applicable requirements of this
Section 2.4. Upon request of the
Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide
the Issuer, the Indenture Trustee or the Servicer, as applicable, with the
names and addresses of the Noteholders.


                    (b) Upon
surrender for registration of transfer of any Definitive Note, subject to the
applicable requirements of this Section 2.4, the Issuer shall execute and the
Indenture Trustee shall duly authenticate in the name of the designated
transferee or transferees, one or more new Notes in denominations of a like
aggregate denomination as the Definitive Note being surrendered. Each Note surrendered for registration of
transfer shall be canceled and consequently destroyed by the Note
Registrar. Each new Note issued pursuant
to this Section 2.4 shall be registered in the name of any Person as the
transferring Noteholder may request, subject to the applicable provisions of
this Section 2.4. All Notes issued upon
any registration of transfer or exchange of Notes shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such registration
of transfer or exchange.


The Notes will not be registered under the Securities Act, under
applicable state securities laws or under the laws of any other jurisdiction
and may not be offered or sold within the United States or to, or for the
account of any U.S. person (as defined in Regulation S under the Securities
Act) except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. No resale or transfer of any Note may be made unless such resale
or transfer is made in accordance with this Indenture and only if (i) in the
case of a transfer of the Class A-1 Notes only, in the United States to a
person whom the seller reasonably believes is a qualified institutional buyer
and who is also a Qualified Purchaser in a transaction meeting the requirements
of Rule 144A, (ii) in the case of a transfer of Class A-2 Notes only, in the
United States to a person whom the seller reasonably believes is an accredited
investor and who is also a Qualified Purchaser, (iii) pursuant to an exemption
from registration under the Securities Act provided by Rule 144 (if available)
to a person who is a Qualified Purchaser, or (iv) pursuant to an effective
registration statement under the Securities Act to a person who is a Qualified
Purchaser, in each of cases (i) through (iv) in accordance with any applicable
securities laws of any State of the United States. Each transferee and each subsequent transferee will be required
to notify any subsequent purchaser of such Notes from it of the resale
restrictions described herein. None of
the Issuer, the Servicer or the Indenture Trustee is obligated to register or
qualify the Notes under the Securities Act or any other securities law or to
take any action not otherwise required under this Indenture to permit the
transfer of any Note without registration.


                    (c) No
resale or other transfer of any Note may be made to any transferee unless (i)
such transferee is not, and will not acquire such Note on behalf or with the
assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or
section 4975 of the Code that is not subject to a statutory, regulatory or administrative
exemption, and no violation of any Similar Law, will occur in connection with
purchaser’s or such transferee’s acquisition, holding or disposition of such
Note. In addition, the Notes may not be
purchased by or transferred to any Benefit Plan or person acting on behalf of
or with assets of any Benefit Plan, unless it represents that it is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the
Seller, the Originators, the Servicer, the Indenture Trustee, the Paying Agent,
the Custodian, the 


10





Backup Servicer, the Lockbox Bank or the Placement Agent, or by any
Affiliate of any such person. In
addition to the applicable provisions of this Section 2.4 and the rules of the
Depository, the exchange, transfer and registration of transfer of Global Notes
shall only be made in accordance with Section 2.4(c) hereof and this Section
2.4(d).


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


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


                    (f) The
Servicer agrees to cause the Issuer, and the Issuer agrees to provide, upon the
request of any holder of a Note or of any beneficial owner therein, such
information as is specified in paragraph (d)(4) of Rule 144A under the
Securities Act (i) to such holder or beneficial owner, (ii) to a prospective
purchaser of such Note or interest therein who is a qualified institutional
buyer (as defined under Rule 144A) designated by such holder or beneficial
owner or (iii) to the Indenture Trustee for delivery to such holder, beneficial
owner or prospective purchaser, in order to permit compliance with Rule 144A by
such holder or beneficial owner in connection with the resale of such Note or
beneficial interest therein by such holder or beneficial owner in reliance on
Rule 144A unless, at the time of such request, the Issuer is subject to the
reporting requirements of Section 13 or 15(d) of the United States Securities
Exchange Act of 1934, as amended.


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


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


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


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


                    (b) If
there shall be delivered to the Issuer and the Indenture Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Note and (ii)
such security or indemnity as may be reasonably required by them to save each
of them and any agent of either of them harmless then, in the absence of actual
notice to the Issuer or the Indenture Trustee that such Note has been acquired
by a bona fide purchaser, the Issuer shall execute and upon its 


11





request the Indenture Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Note, a replacement Note of like tenor
and principal amount and bearing a number not contemporaneously outstanding.


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


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


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


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


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


                    (a) Any
installment of interest or principal, payable on any Note that is punctually
paid or duly provided for by or on behalf of the Issuer on the applicable
Payment Date shall be paid to the Person in whose name such Note was registered
at the close of business on the Record Date for such Payment Date by check
mailed to the address specified in the Note Register, or if a Noteholder has
provided wire transfer instructions to the Indenture Trustee at least five
Business Days prior to the applicable Payment Date, upon the request of a
Noteholder, by wire transfer of federal funds to the account and number
specified in the Note Register, in each case on such Record Date for such
Person (which shall be, as to each original purchaser of the Notes, the account
and number specified by such purchaser to the Indenture Trustee in writing, or,
if no such account or number is so specified, then by check mailed to such
Person’s address as it appears in the Note Register on such Record Date).


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


12





          SECTION
2.7. Persons Deemed Owners.


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


          SECTION
2.8. Cancellation.


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


          SECTION
2.9. Noteholder Lists.


                    The
Indenture Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Noteholders. In the event the
Indenture Trustee no longer serves as the Note Registrar, the Issuer (or any
other obligor upon the Notes) shall furnish to the Indenture Trustee at least
five Business Days before each Payment Date (and in all events in intervals of
not more than six months) and at such other times as the Indenture Trustee may
request in writing a list in such form and as of such date as the Indenture
Trustee may reasonably require of the names and addresses of the Noteholders.


          SECTION
2.10. Treasury Notes.


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


          SECTION
2.11. Notice to Depository.


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


13





          SECTION
2.12. Confidentiality.


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


          SECTION
2.13. Conditions Precedent to Issuance of Notes.


                    In
addition to the requirements specified herein, the Notes shall not be deemed
issued until the “additional conditions precedent” specified in Section 10 of
the Placement Agreement have been satisfied or waived pursuant to the terms of
the Placement Agreement.


ARTICLE III.


ACCOUNTS; COLLECTION AND

APPLICATION OF MONEYS; REPORTS


          SECTION
3.1. Trust Accounts; Investments by Indenture Trustee.


                    (a) On
or before the Closing Date, the Indenture Trustee shall establish in the name
of the Indenture Trustee for the benefit of the Noteholders or, in the case of
the Lockbox Account and the Credit Card Account, in the name of the Issuer, as
provided in this Indenture, the Trust Accounts, which accounts shall be
Eligible Bank Accounts. 


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


14





herein provided, subject to withdrawal by the Indenture Trustee in
accordance with, and for the purposes specified in the provisions of, this
Indenture.


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


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


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


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


                    (f) No
investment of any amount held in any Trust Account shall mature later than the
Business Day immediately preceding the Payment Date which is scheduled to occur
immediately following the date of investment.
All income or other gains (net of losses) from the investment of moneys
deposited in any Trust Account shall be deposited by the Indenture Trustee in
such account immediately upon receipt.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


15





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


                    (i) The parties agree that each Trust
Account (other than the Lockbox Account and the Credit Card Account) is a
“securities account” within the meaning of Article 8 of the UCC and that all
property (including without limitation all uninvested funds, securities and
other investment property) at any time deposited or carried in or credited to
the Trust Accounts (other than the Lockbox Account and the Credit Card Account)
shall be treated as “financial assets” within the meaning of Article 8 of the
UCC. The Account Intermediary agrees
that (A) it is a “securities intermediary” within the meaning of Article 8 of
the UCC and will at all times act in such capacity with respect to the Trust
Accounts and (B) the Indenture Trustee is the entitlement holder of the Trust
Accounts (other than the Lockbox Account and the Credit Card Account). The parties agree that the Account
Intermediary shall follow all “entitlement orders” (as such term is defined in
Article 8 of the UCC) originated by the Indenture Trustee with respect to the
Trust Accounts (other than the Lockbox Account and the Credit Card Account) and
all financial assets deposited or carried in or credited to any Trust Account
(other than the Lockbox Account and the Credit Card Account). The parties agree that the “securities
intermediary’s jurisdiction”, within the meaning of Section 8-110 of the UCC,
with respect to security entitlements to financial assets credited to the Trust
Accounts (other than the Lockbox Account and the Credit Card Account) shall be
the State of New York.


          SECTION
3.2. Establishment and Administration of the Trust Accounts.


                    (a) Collection
Account. The Issuer hereby directs
and the Indenture Trustee hereby agrees to cause to be established and
maintained an account (the “Collection Account”) for the benefit of the
Noteholders. The Collection Account
shall be an Eligible Bank Account initially established at the corporate trust
department of the Indenture Trustee, bearing the following designation “BXG
Legacy 2010 LLC, Timeshare Loan-Backed Notes, Series 2010 — Collection Account,
U.S. Bank National Association, as Indenture Trustee for the benefit of the
Noteholders”. The Indenture Trustee on
behalf of the Noteholders shall possess all right, title and interest in all
funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the
sole dominion and control of the Indenture Trustee for the benefit of the
Noteholders as their interests appear in the Trust Estate. If, at any time, the Collection Account
ceases to be an Eligible Bank Account, the Indenture Trustee shall within two
Business Days establish a new Collection Account (which, if not maintained by
the Indenture Trustee, is subject to an account control agreement satisfactory
to the Indenture Trustee) which shall be an Eligible Bank Account, transfer any
cash and/or any investments to such new Collection Account, and from the date
such new Collection Account is established, it shall be the “Collection
Account”. The Indenture Trustee agrees
to immediately deposit any amounts received by it into the Collection
Account. Amounts on deposit in the


16





Collection Account shall be invested in accordance with Section 3.1
hereof. Withdrawals and payments from
the Collection Account will be made on each Payment Date as provided in Section
3.4 or Section 6.6 hereof, as applicable.
The Indenture Trustee, at the written direction of the Servicer, shall
withdraw (no more than once per calendar week) from the Collection Account and
return to the Servicer or as directed by the Servicer, any amounts which were
mistakenly deposited in the Collection Account, including, without limitation,
amounts representing Misdirected Deposits.
On each Payment Date, the Indenture Trustee, at the written direction of
the Servicer, shall withdraw from the Collection Account and return to the
Servicer or as directed by the Servicer, any amounts which represent Additional
Servicing Compensation. The Indenture
Trustee may conclusively rely on such written directions.


                    (b) Reserve
Account. The Issuer hereby directs
and the Indenture Trustee hereby agrees to cause to be established and
maintained an account (the “Reserve Account”) for the benefit of the
Noteholders. On the Closing Date, the
Indenture Trustee shall deposit, from the proceeds from the sale of the Notes,
an amount equal to the Reserve Account Initial Deposit. The Reserve Account shall be an Eligible
Bank Account initially established at the corporate trust department of the
Indenture Trustee, bearing the following designation “BXG Legacy 2010 LLC,
Timeshare Loan-Backed Notes, Series 2010 — Reserve Account, U.S. Bank National
Association, as Indenture Trustee for the benefit of the Noteholders”. The Indenture Trustee on behalf of the
Noteholders shall possess all right, title and interest in all funds on deposit
from time to time in the Reserve Account and in all proceeds thereof. The Reserve Account shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Noteholders as their interests appear in the Trust Estate. If, at any time, the Reserve Account ceases
to be an Eligible Bank Account, the Indenture Trustee shall within two Business
Days establish a new Reserve Account (which, if not maintained by the Indenture
Trustee, is subject to an account control agreement satisfactory to the
Indenture Trustee) which shall be an Eligible Bank Account, transfer any cash
and/or any investments to such new Reserve Account and from the date such new
Reserve Account is established, it shall be the “Reserve Account”. Amounts on deposit in the Reserve Account shall
be invested in accordance with Section 3.1 hereof. Deposits to the Reserve Account shall be made in accordance with
Section 3.4 hereof. Withdrawals and
payments from the Reserve Account shall be made in the following manner:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
                (B)
 If on any Determination Date, the amounts on deposit in the Reserve Account
 are equal to or in excess of the Aggregate Outstanding Note Balance, all
 accrued and unpaid interest on the Notes and any amounts due to the Indenture
 Trustee, the Servicer, the Backup Servicer, the Custodian and the Lockbox
 Bank, such amounts will be deposited to the Collection Account and
 distributed on the related Payment Date to the holders of the Notes and such
 parties.

 


17









	
  

 	
  

 
	
  

 	
           (ii)
 Stated Maturity, Event of Default or Payment in Full. On the earlier to occur of (A) the Stated
 Maturity, (B) the date on which the Notes have been declared or have
 automatically become due and payable following an Event of Default and (C)
 the Payment Date on which the Aggregate Outstanding Note Balance has been or
 will be reduced to zero, the Indenture Trustee shall withdraw all amounts on
 deposit in the Reserve Account and shall deposit such amounts in the
 Collection Account for distribution in accordance with Section 3.4 or Section
 6.6 hereof, as applicable.

 


          SECTION
3.3. Reserved.


          SECTION
3.4. Distributions.


                    (a) On
each Payment Date, except as otherwise provided in Section 6.6 herein, from Available
Funds on deposit in the Collection Account and based on the Monthly Servicer
Report, the Indenture Trustee shall withdraw funds from the Collection Account
to make the following disbursements and distributions to the following parties,
in the following order of priority:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (vi)
 to the Class A-1 Noteholders and the Class A-2 Noteholders, their respective
 Interest Distribution Amounts, on a pari passu and pro rata basis;

 
	
  

 	
  

 
	
  

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

 


18









	
  

 	
  

 
	
  

 	
           (viii)
 to the Class A-1 Noteholders and the Class A-2 Noteholders, as a distribution
 of principal, all remaining Available Funds, on a pari passu and pro rata
 basis until the Outstanding Note Balance of the Notes has been reduced to
 zero;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (x)
 any remaining Available Funds, to or at the direction of the Issuer.

 


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


          SECTION
3.5. Reports to Noteholders.


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


                    The
Indenture Trustee shall make available to the Noteholders and Note Owners via
the Indenture Trustee’s internet website, the Monthly Servicer Report available
each month and, with the consent or at the direction of the Issuer, such other
information regarding the Notes and/or the Timeshare Loans as the Indenture
Trustee may have in its possession, but only with the use of a password
provided by the Indenture Trustee or its agent to such Person upon receipt by
the Indenture Trustee from such Person of a certification in the form of Exhibit
F; provided, however, that the Indenture Trustee or its agent
shall provide such password to the parties to this Indenture without requiring
such certification. The Indenture
Trustee will make no representation or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor.


                    The
Indenture Trustee’s internet website shall be specified by the Indenture
Trustee from time to time in writing to the Issuer, the Servicer and the
Noteholders. For assistance with this
service, Noteholders may call the customer service desk at (800) 934-6802. In connection with providing access to the
Indenture Trustee’s internet website, the Indenture 


19





Trustee may require registration and the acceptance of a
disclaimer. The Indenture Trustee shall
not be liable for the dissemination of information in accordance with this Indenture.


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


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


          SECTION
3.6. Withholding Taxes. 


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


ARTICLE IV.


THE TRUST ESTATE


          SECTION
4.1. Acceptance by Indenture Trustee.


                    (a) Concurrently
with the execution and delivery of this Indenture, the Indenture Trustee does
hereby acknowledge and accept the conveyance by the Issuer of the assets
constituting the Trust Estate. The
Indenture Trustee shall hold the Trust Estate in trust for the benefit of the
Noteholders, subject to the terms and provisions hereof. In connection with the conveyance of the
Trust Estate to the Indenture Trustee, the Issuer has delivered or has caused
the Seller to deliver (i) to the Custodian, the Timeshare Loan Files and (ii)
to the Servicer, the Timeshare Loan Servicing Files, for each Initial Timeshare
Loan conveyed on the Closing Date. With
respect to each Transfer Date and in accordance with the Custodial Agreement,
the Issuer will deliver or cause to be delivered (i) to the Custodian, the
Timeshare Loan Files, and (ii) to the Servicer, the Timeshare Loan Servicing
Files, for each Qualified Substitute Timeshare Loan to be conveyed on such
Transfer Date. 


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


	
  

 	
  

 
	
  

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

 


20









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


          SECTION
4.2. Grant of Security Interest; Tax Treatment.


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


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


                    (c) None
of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take
any action inconsistent with the Indenture Trustee’s interest in the Timeshare
Loans and shall indicate or shall cause to be indicated in its books and
records held on its behalf that each Timeshare Loan and the other Timeshare
Loans constituting the Trust Estate has been assigned to the Indenture Trustee
on behalf of the Noteholders.


          SECTION
4.3. Further Action Evidencing Assignments.


                    (a) The
Issuer and the Indenture Trustee each agrees that, from time to time, it will
promptly execute and deliver all further instruments and documents, and take
all further action, that may be necessary or appropriate, or that the
Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note
Balance may reasonably request, in order to perfect, protect or more fully
evidence the security interest in the Timeshare Loans or to enable the
Indenture Trustee to exercise or enforce any of its rights hereunder. Without limiting the generality of the
foregoing, the Issuer will, without the necessity of a request and upon the
request of the Indenture Trustee, execute and file or record (or cause to be
executed and filed or recorded) such Assignments of Mortgage, financing or
continuation statements, or amendments thereto or assignments thereof, and such
other instruments or notices, as may be necessary or appropriate to create and
maintain in the Indenture Trustee a first priority perfected security interest,
at all times, in the Trust Estate, including, without limitation, recording and
filing UCC-1 financing statements, amendments or continuation statements prior
to the effective date of any change of the name, identity or structure or
relocation of its chief executive office or its 


21





jurisdiction of formation or any change that would or could affect the
perfection pursuant to any financing statement or continuation statement or
assignment previously filed or make any UCC-1 financing statement or continuation
statement previously filed pursuant to this Indenture seriously misleading
within the meaning of applicable provisions of the UCC (and the Issuer shall
give the Indenture Trustee at least 30 Business Days prior notice of the
expected occurrence of any such circumstance).
The Issuer shall promptly deliver to the Indenture Trustee file-stamped
copies of any such filings. 


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


          SECTION
4.4. Substitution and Repurchase of Timeshare Loans.


                    (a) Mandatory
Substitution and Repurchase of Timeshare Loans for Breach of Representation or
Warranty. If at any time, any party
hereto obtains Knowledge that any of the representations and warranties of
Bluegreen in the Sale Agreement were incorrect at the time such representations
and warranties were made, then the party discovering such defect, omission, or
circumstance shall promptly notify the other parties to this Indenture, the
Seller and Bluegreen. In the event any
such representation or warranty of Bluegreen is incorrect and materially and
adversely affects the value of a Timeshare Loan or the interests of the
Noteholders therein, then the Issuer and the Indenture Trustee shall require,
pursuant to its rights under the Sale Agreement, Bluegreen, within 60 days
after the date it is first notified of, or otherwise obtains Knowledge of such
breach, to eliminate or otherwise cure in all material respects the
circumstance or condition which has caused such representation or warranty to
be incorrect or if the breach relates to a particular Timeshare Loan and is not
cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (a)
repurchase such Defective Timeshare Loan at its Repurchase Price, or (b)
provide one or more Qualified Substitute Timeshare Loans to the Issuer and pay
the Substitution Shortfall Amounts to the Issuer, if any. The Indenture Trustee is hereby appointed
attorney-in-fact, which appointment is coupled with an interest and is
therefore irrevocable, to act on behalf and in the name of the Issuer to
enforce Bluegreen’s repurchase or substitution obligations if Bluegreen has not
complied with its repurchase or substitution obligations under the Sale
Agreement within the aforementioned 60-day period. 


                    (b) Payment
of Repurchase Prices and Substitution Shortfall Amounts. The Issuer and the Indenture Trustee shall
direct that Bluegreen remit or cause to be remitted all amounts in respect of
Repurchase Prices and Substitution Shortfall Amounts payable during the related
Due Period in immediately available funds to the Indenture Trustee on the
Transfer Date for deposit in the Collection Account. 


22





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


                    (d) Officer’s
Certificate. No substitution of a
Timeshare Loan shall be effective unless the Issuer and the Indenture Trustee
shall have received an Officer’s Certificate from Bluegreen indicating that (i)
the new Timeshare Loan meets all the criteria of the definition of “Qualified
Substitute Timeshare Loan”, (ii) the Timeshare Loan Files for such Qualified Substitute
Timeshare Loan have been delivered to the Custodian or shall be delivered to
the Custodian within five Business Days, and (iii) the Timeshare Loan Servicing
Files for such Qualified Substitute Timeshare Loan have been delivered to the
Servicer.


                    (e) Qualified
Substitute Timeshare Loans. Within
five Business Days after a Transfer Date, the Issuer and the Indenture Trustee
shall direct Bluegreen to deliver or cause the delivery of the Timeshare Loan
Files of the related Qualified Substitute Timeshare Loans to the Custodian in
accordance with the provisions of this Indenture and the Custodial Agreement.


          SECTION
4.5. Release of Lien.


                    (a) The
Issuer shall be entitled to obtain a release from the Lien of the Indenture for
any Timeshare Loan repurchased or substituted under Section 4.4 hereof, (i)
upon satisfaction of each of the applicable provisions of Section 4.4 hereof,
(ii) in the case of any repurchase, after a payment by the Seller of the
Repurchase Price of the related Timeshare Loan, and (iii) in the case of any
substitution, after payment by Bluegreen of the applicable Substitution
Shortfall Amounts, if any, pursuant to Section 4.4 hereof.


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


                    (c) In
addition, at the request of the Servicer, on any Payment Date if (i) Available
Funds are sufficient to pay the Required Payments, (ii) the amount on deposit
in the Reserve Account is at least equal to the Reserve Account Required
Balance, (iii) no Event of Default has occurred and is continuing, and (iv)
there is no default under the Guaranty, the Indenture Trustee shall release to
Bluegreen or shall consent to the release to Bluegreen of Defaulted Timeshare
Loans that have not been repurchased or substituted under Section 4.4 hereof
from the Lien of the Indenture, without additional payment (including Defaulted
Timeshare Loans with respect to which there has been the payment of any
Aggregate Defaulted Timeshare Loan Make-Whole Amount).


                    (d) In
connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will
execute and deliver such releases, endorsements and assignments as are provided
to it by Bluegreen, in each case, without recourse, representation or warranty,
as shall be necessary to vest in Bluegreen or its designee, the legal and
beneficial ownership of each Timeshare Loan being released pursuant to this
Section 4.5. The Servicer shall deliver
a Request for Release to 


23





the Custodian with respect to the related Timeshare Loan Files and
Timeshare Loan Servicing Files being released pursuant to this Section 4.5, and
such files shall be transferred to Bluegreen or its designee.


          SECTION
4.6. Appointment of Custodian and Paying Agent.


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


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


          SECTION
4.7. Sale of Timeshare Loans.


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


ARTICLE V.


SERVICING OF TIMESHARE LOANS


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


                    (a) Subject
to the terms and conditions herein, the Issuer and the Indenture Trustee hereby
appoint Bluegreen as the initial Servicer hereunder. The Servicer, as an independent contractor, shall service,
administer and collect all payments made in respect of the Timeshare Loans,
enforce the rights and interests of the Issuer and the Indenture Trustee in the
Trust Estate and perform all of its duties hereunder in accordance with this
Agreement and the Servicing Standard.
Each of the Issuer and the Indenture Trustee grants to the Servicer a
power of attorney to take any and all steps on behalf of the Issuer or the
Indenture Trustee, as applicable, necessary or desirable, to service and
administer the Timeshare Loans. 


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


24





          SECTION
5.2. Payments on the Timeshare Loans.


                    (a) The
Servicer shall, in a manner consistent with the Servicing Standard, collect all
payments made under each Timeshare Loan and direct each applicable Obligor to
timely make all payments in respect of his or her Timeshare Loan to the Lockbox
Account maintained at the Lockbox Bank and, with respect to Credit Card
Timeshare Loans, direct each applicable credit card vendor to deposit all
payments in respect of such Credit Card Timeshare Loans to the Credit Card
Account (net of any Servicer Credit Card Processing Costs). 


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


                    (c) The
Indenture Trustee shall direct the Lockbox Bank to remit all collections in
respect of the Timeshare Loans on deposit in the Lockbox Account (other than an
amount equal to $20,000 that will remain in the Lockbox Account for
administrative purposes) to the Collection Account on each Business Day via
automated repetitive wire. 


                    (d) Liquidation
Expenses shall be reimbursed as Additional Servicing Compensation to the
Servicer in accordance with Section 3.2(a) hereof. To the extent that the Servicer has received any Liquidation
Expenses as Additional Servicing Compensation and shall subsequently recover
any portion of such Liquidation Expenses from the related Obligor, the Servicer
shall deposit such amounts into the Collection Account in accordance with
Section 5.2(b) hereof.


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


                    (f) If
the Servicer receives any payments from an Obligor under a Timeshare Loan or
any other amounts in respect of the Trust Estate, the Servicer shall remit such
amounts to the Collection Account within two (2) Business Days of the
Servicer’s receipt thereof.


          SECTION
5.3. Duties and Responsibilities of the Servicer.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


25









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (viii)
 use reasonable best efforts to enforce the repurchase and substitution
 obligations of Bluegreen under the Sale Agreement with respect to breaches of
 representations and warranties related to the Timeshare Loans;

 
	
  

 	
  

 
	
  

 	
           (ix)
 refrain from modifying, waiving or amending the terms of any Timeshare Loan; provided,
 however, the Servicer may modify, waive or amend a Timeshare Loan for
 which a default on such Timeshare Loan has occurred or is imminent and such
 modification, amendment or waiver will not (i) materially alter the interest
 rate on or the principal balance of such Timeshare Loan, (ii) shorten the
 final maturity of, lengthen the timing of payments of either principal or
 interest, or any other terms of, such Timeshare Loan in any manner which
 would have a material adverse affect on the Noteholders, (iii) adversely
 affect the Timeshare Property underlying such Timeshare Loan or (iv) reduce
 materially the likelihood that payments of interest and principal on such
 Timeshare Loan shall be made when due; provided, further, the
 Servicer may grant a single extension of the final maturity of a Timeshare
 Loan if the Servicer, in its reasonable discretion determines that (A) such
 Timeshare Loan is in default or a default on such Timeshare Loan is likely to
 occur in the foreseeable future and (B) the value of such Timeshare Loan will
 be enhanced by such extension; provided, further, the Servicer
 shall not be permitted to modify, waive or amend the terms of any Timeshare
 Loan if the sum of the Cut-Off Date Loan Balance of such Timeshare Loan and
 the Cut-Off Date Loan Balances of all other Timeshare Loans for which the
 Servicer has modified, waived or amended the terms thereof exceeds 2% of the
 Initial Cut-Off Date Aggregate Loan Balance;
 

 


26









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (xi)
 to the extent that the Custodian Fees or the Lockbox Fees are, in the
 Servicer’s reasonable business judgment, no longer commercially reasonable,
 use commercially reasonable efforts to exercise its rights under the
 Custodial Agreement or the Lockbox Agreement to replace the Custodian or
 Lockbox Bank, as applicable. Any such
 successor shall be reasonably acceptable to the Indenture Trustee; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (xiii)
 in the event that a Defaulted Timeshare Loan is not or cannot be released
 from the Lien of the Indenture pursuant to Section 4.5 hereof, the Servicer
 shall, in accordance with the Servicing Standard and the Collection Policy,
 promptly institute collection procedures, which may include, but is not
 limited to, cancellation, termination or foreclosure proceedings or obtaining
 a deed-in-lieu of foreclosure (each, a “Foreclosure Property”). Upon the Timeshare Property becoming a
 Foreclosure Property, the Servicer shall promptly attempt to remarket such
 Foreclosure Property. Any fees,
 including Remarketing Fees, in connection therewith shall constitute Liquidation
 Expenses and will be reimbursed to the Servicer in accordance with the terms
 of this Indenture. 

 


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


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


                    (d) For
so long as Bluegreen or any of its Affiliates controls the Resorts, the
Servicer shall use commercially reasonable best efforts to cause the Club
Managing Entity to 


27






maintain or cause to maintain the Resorts in good repair, working order and condition
(ordinary wear and tear excepted).


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


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


                    (g)
The Servicer shall: (i) promptly notify the Indenture Trustee of (A) any claim,
action or proceeding which may be reasonably expected to have a material
adverse effect on the Trust Estate, or any material part thereof, and (B) any
action, suit, proceeding, order or injunction of which Servicer becomes aware
after the date hereof pending or threatened against or affecting Servicer or
any Affiliate which may be reasonably expected to have a material adverse
effect on the Trust Estate or the Servicer’s ability to service the same; (ii)
at the request of Indenture Trustee with respect to a claim or action or
proceeding which arises from or through the Servicer or one of its Affiliates,
appear in and defend, at Servicer’s expense, any such claim, action or
proceeding which would have a material adverse effect on the Timeshare Loans or
the Servicer’s ability to service the same; and (iii) comply in all respects,
and shall cause all Affiliates to comply in all respects, with the terms of any
orders imposed on such Person by any governmental authority the failure to
comply with which would have a material adverse effect on the Timeshare Loans
or the Servicer’s ability to service the same.


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


28





replace the existing hardware and software related to the Reservation
System, it will be allowed to enter into a lease or finance arrangement in
connection with the lease or purchase of such hardware and software. 


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


                    (j)
The Servicer shall not commingle funds constituting collections on the
Timeshare Loans with any other funds of the Servicer or any of its Affiliates
(other than the Issuer).


                    (k)
The Servicer shall maintain all licenses and permits necessary to own its
assets and to transact business in which it is engaged under all applicable law
to the extent necessary so as not to have a material adverse effect on the
Noteholders.


          SECTION
5.4. Servicer Events of Default.


                    (a)
A “Servicer
Event of Default” means, the occurrence and continuance of any of
the following events identified in clauses (i) through (vii) below:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iv) any
 representation or warranty made by the Servicer in this Indenture shall prove
 to be incorrect in any material respect as of the time when the same shall
 have been made, and such breach is not remedied within 30 days (or, if the
 Servicer shall have provided evidence satisfactory to the Indenture Trustee
 that such breach

 


29









	
  

 	
  

 	
  

 
	
  

 	
 cannot be cured in the 30-day period and that it is diligently
 pursuing a cure, 60 days) after the earlier of (x) the Servicer first
 acquiring Knowledge thereof and (y) the Indenture Trustee’s giving written
 notice thereof to the Servicer;

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
                               (vii) any
 default by the Guarantor under the Guaranty or any event of the kind
 specified in clauses (v) or (vi) of this Section 5.4 occurs with respect to
 the Guarantor.

 


                    If
any Servicer Event of Default shall have occurred and not been waived hereunder
or there shall have been a material default by the Servicer of a material
obligation of the Servicer for which (i) the Servicer has received written
notice of such default, (ii) such default has not been cured by the Servicer or
waived in writing and the period for cure has expired and (iii) such default
would result in a liability to the Servicer in excess of 5% of the Servicer’s
consolidated equity at such time as determined in accordance with GAAP, the
Indenture Trustee may, and upon notice from Noteholders representing at least
66-2/3% of the Aggregate Outstanding Note Balance shall, terminate, on behalf
of the Noteholders, by notice in writing to the Servicer, all of the rights and
obligations of the Servicer (other than any obligations of the Servicer that,
pursuant to the Transaction Documents, are intended to survive termination), as
Servicer under this Indenture. The
Indenture Trustee shall immediately give written notice of such termination to
the Backup Servicer. 


30





                    Unless
consented to by the Noteholders representing at least 66-2/3% of the Aggregate
Outstanding Note Balance, the Issuer may not waive any Servicer Event of
Default. 


                    (b)
Replacement of Servicer. From
and after the receipt by the Servicer of such written termination notice or the
resignation of the Servicer pursuant to Section 5.10 hereof, all authority and
power of the Servicer under this Indenture, whether with respect to the
Timeshare Loans or otherwise, shall, pass to and be vested in the successor
Servicer appointed by the Noteholders representing at least 66-2/3% of the
Aggregate Outstanding Note Balance, or if such Noteholders have not appointed a
successor Servicer, the Indenture Trustee and such Person shall be the
successor Servicer hereunder and the duties and obligations of the Servicer
shall terminate. The Servicer shall
perform such actions as are reasonably necessary to assist the Indenture
Trustee, any successor Servicer and the Backup Servicer in such transfer. If the Servicer fails to undertake such
action as is reasonably necessary to effectuate such a transfer, the Indenture
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
and at the expense of the Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things reasonably necessary to effect the purposes of such notice of
termination. The Servicer agrees that
if it is terminated pursuant to this Section 5.4, it shall promptly (and, in
any event, no later than five Business Days subsequent to its receipt of the
notice of termination from the Indenture Trustee) provide the Indenture
Trustee, any successor Servicer, the Backup Servicer or their respective
designees (with all reasonable costs and expenses being borne by the Servicer)
with all documents and records (including, without limitation, those in
electronic form) reasonably requested by it to enable the successor Servicer to
assume the Servicer’s functions hereunder and for the Backup Servicer to assume
any additional functions required by the Backup Servicing Agreement, and the
Servicer shall cooperate with the Indenture Trustee in effecting the
termination of the Servicer’s responsibilities and rights hereunder and the
assumption by a successor of the Servicer’s obligations hereunder, including,
without limitation, the transfer within one Business Day to the Indenture
Trustee or its designee for administration by it of all cash amounts which
shall at the time or thereafter received by it with respect to the Timeshare
Loans (provided, however, that the Servicer shall continue to be
entitled to receive all amounts accrued or owing to it under this Indenture on
or prior to the date of such termination).
The Indenture Trustee shall be entitled to renegotiate the Servicing
Fee; provided, however, no change to the Servicing Fee may be
made unless the Indenture Trustee shall have received the written consent of
Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note
Balance. Notwithstanding anything
herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be
liable for any Servicing Fee or for any differential in the amount of the
Servicing Fee paid hereunder and the amount necessary to induce any successor
Servicer to assume the obligations of Servicer under this Indenture. 


                    The
Indenture Trustee shall be entitled to be reimbursed directly by the Servicer
(or by the Issuer to the extent set forth in Section 3.4(a)(i) or Section
6.6(a)(i) hereof) for all Servicer Termination Costs.


                    The
successor Servicer shall have (i) no liability with respect to any obligation
which was required to be performed by the terminated Servicer prior to the date
that the successor Servicer becomes the Servicer or any claim of a third party
based on any alleged action or inaction of the terminated Servicer, (ii) no
obligation to perform any repurchase obligations, if


31





any, of the Servicer, (iii) no obligation to pay any taxes required to
be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses
of any other party involved in this transaction that were incurred by the prior
Servicer and (v) no liability or obligation with respect to any Servicer
indemnification obligations of any prior Servicer including the original
Servicer.


                    Notwithstanding
anything contained in this Indenture to the contrary, any successor Servicer is
authorized to accept and rely on all of the accounting, records (including
computer records) and work of the prior Servicer relating to the Timeshare
Loans (collectively, the “Predecessor Servicer Work Product”),
without any audit or other examination thereof, and such successor Servicer
shall have no duty, responsibility, obligation or liability for the acts and
omissions of the prior Servicer. If any
error, inaccuracy, omission or incorrect or non-standard practice or procedure
(collectively, “Errors”) exist in any Predecessor Servicer Work Product and
such Errors make it materially more difficult to service or should cause or
materially contribute to the successor Servicer making or continuing any Errors
(collectively, “Continued Errors”), the successor Servicer shall have no duty,
responsibility, obligation or liability for such Continued Errors; provided,
however, that each successor Servicer shall agree to use its best efforts to
prevent further Continued Errors. In
the event that the successor Servicer becomes aware of Errors or Continued
Errors, the successor Servicer shall, with the prior consent of the Indenture
Trustee, use its best efforts to reconstruct and reconcile such data as is
commercially reasonable to correct such Errors and Continued Errors and to
prevent future Continued Errors and to recover its costs thereby.


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


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


                    (d)
Any successor Servicer appointed pursuant to this Indenture (i) as a condition
to any such appointment (other than the Indenture Trustee), shall be a
nationally recognized and licensed servicer of timeshare loan receivables that
(a) is actively servicing a portfolio of timeshare loans with an aggregate
principal balance of not less than $200,000,000, (b) has servicing and
collection capabilities for all categories of delinquent and defaulted timeshare
loans (including through foreclosure)
and (c) is not an Affiliate of any Noteholder, and (ii) shall be subject
to all of the terms and conditions of the Servicer under this Indenture (other
than such terms and conditions as are unique to the initial Servicer),
including, without limitation, the requirement to adhere to the Servicing Standard in the performance of
the services to be furnished by it under this Indenture.


          SECTION
5.5. Accountings; Statements and Reports.


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


32





Agent, a report (the “Monthly Servicer Report”) substantially in
the form of Exhibit D hereto, detailing certain activity relating to the
Timeshare Loans. The Monthly Servicer
Report shall be completed with the information specified therein for the
related Due Period and shall contain such other information as may be
reasonably requested by the Issuer, the Indenture Trustee or the Placement
Agent in writing at least five Business Days prior to such Determination
Date. Each such Monthly Servicer Report
shall be accompanied by an Officer’s Certificate of the Servicer in the form of
Exhibit E hereto, certifying the accuracy of the computations reflected
in such Monthly Servicer Report.


                    (b)
Certification as to Compliance. The Servicer shall deliver to the
Issuer, the Indenture Trustee and the Placement Agent, an Officer’s Certificate
on or before June 30 of each year commencing in 2011: (x) to the effect that a
review of the activities of the Servicer during the preceding calendar year,
and of its performance under this Indenture during such period has been made
under the supervision of the officer executing such Officer’s Certificate with
a view to determining whether during such period, to the best of such officer’s
knowledge, the Servicer had performed and observed all of its obligations under
this Indenture, and (y) either (A) stating that based on such review, no
Servicer Event of Default is known to have occurred and is continuing, or (B)
if such a Servicer Event of Default is known to have occurred and is
continuing, specifying such Servicer Event of Default and the nature and status
thereof.


                    (c)
Annual Accountants’ Reports. On
or before each June 30 of each year commencing in 2011, the Servicer shall at
its own expense cause a firm of independent public accountants to furnish a
certificate or statement (and the Servicer shall provide a copy of such
certificate or statement to the Issuer, the Indenture Trustee and the Placement
Agent), to the effect that (1) such firm has examined and audited the
Servicer’s servicing controls and procedures for the previous calendar year and
that such independent public accountants have examined certain documents and
records (including computer records) and servicing procedures of the Servicer
relating to the Timeshare Loans, (2) they have examined the most recent Monthly
Servicer Report prepared by the Servicer and three other Monthly Servicer
Reports chosen at random by such firm and compared such Monthly Servicer
Reports with the information contained in such documents and records, (3) their
examination included such tests and procedures as they considered necessary in
the circumstances, (4) their examinations and comparisons described under
clauses (1) and (2) above disclosed no exceptions which, in their opinion, were
material, relating to such Timeshare Loans or such Monthly Servicer Reports,
or, if any such exceptions were disclosed thereby, setting forth such
exceptions which, in their opinion, were material and (5) on the basis of such
examinations and comparisons, such firm is of the opinion that the Servicer
has, during the relevant period, serviced the Timeshare Loans in compliance
with this Indenture and the other Transaction Documents in all material
respects and that such documents and records have been maintained in accordance
with this Indenture and the other Transaction Documents in all material
respects, except in each case for (A) such exceptions as such firm shall
believe to be immaterial and (B) such other exceptions as shall be set forth in
such written report. The report will also indicate that such firm is
independent of the Servicer within the meaning of the Code of Professional
Ethics of the American Institute of Certified Public Accountants. In the event such independent public
accountants require the Indenture Trustee to agree to the procedures to be
performed by such firm in any of the reports required to be prepared pursuant
to this Section 5.5(c), the Servicer shall direct the Indenture Trustee in
writing to so agree; it being understood and agreed that the Indenture Trustee
will deliver such


33





letter of agreement in conclusive reliance upon the direction of the
Servicer, and the Indenture Trustee has not made any independent inquiry or
investigation as to, and shall have no obligation or liability in respect of,
the sufficiency, validity or correctness of such procedures.


                    (d)
Report on Proceedings and Servicer Event of Default. (i) Promptly upon a
Responsible Officer of the Servicer’s obtaining Knowledge of any proposed or
pending investigation of it by any Governmental Authority or any court or
administrative proceeding which involves or is reasonably likely to have a
material and adverse effect affecting the properties, business, prospects,
profits or conditions (financial or otherwise) of the Servicer and its subsidiaries,
as a whole, the Servicer shall send written notice to the Indenture Trustee
specifying the nature of such investigation or proceeding and what action the
Servicer is taking or proposes to take with respect thereto and evaluating its
merits (and such notice shall direct the Indenture Trustee to notify the
Noteholders of the same), or (ii) immediately upon obtaining Knowledge of the
existence of any condition or event which constitutes a Servicer Event of
Default, the Servicer shall send written notice to the Issuer, the Indenture
Trustee and the Placement Agent describing its nature and period of existence
and what action the Servicer is taking or proposes to take with respect thereto
(and such notice shall direct the Indenture Trustee to notify the Noteholders
of the same). The Issuer, the Indenture
Trustee and the Placement Agent acknowledge that if any condition or event
referred to in subparagraph (i) above has been disclosed in the Servicer’s
periodic filings with the Securities and Exchange Commission on a timely basis,
that such disclosure will satisfy the requirements of subparagraph (i) above.


                    (e)
Consolidated Financial Statements. (i) Within 45 days after the close of
each of the first three (3) quarterly period of the Servicer’s fiscal year, the
Servicer shall deliver to the Issuer, the Indenture Trustee and the Placement
Agent, its unaudited consolidated financial statements for such quarter (or, if
later, that date by which Bluegreen is required to file financial statements
with the Securities and Exchange Commission) and (ii) within 90 days after the
close of the Servicer’s fiscal year (or, if later, that date by which Bluegreen
is required to file financial statements with the Securities and Exchange
Commission), the Servicer shall deliver to the Issuer, the Indenture Trustee
and the Placement Agent, its audited annual consolidated financial statements
for such fiscal year; provided, that the Servicer shall be deemed
to be in compliance with this Section 5.5(e) to the extent the documents
required to be filed pursuant to this Section 5.5(e) are filed publicly within
the time periods required by this Section 5.5(e).


          SECTION
5.6. Records.


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


34





          SECTION
5.7. Fidelity Bond and Errors and Omissions Insurance.


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


          SECTION
5.8. Merger or Consolidation of the Servicer.


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


                    (b)
Any Person into which the Servicer may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Servicer shall be a party, or any Person succeeding to the business of the
Servicer, shall be the successor of the Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person (i) is a company whose
business includes the servicing of assets similar to the Timeshare Loans and
shall be authorized to lawfully transact business in the state or states in
which the related Timeshare Properties it is to service are situated; (ii) is a
U.S. Person, and (iii) delivers to the Indenture Trustee (A) an agreement, in
form and substance reasonably satisfactory to the Indenture Trustee, which
contains an assumption by such successor entity of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Servicer under this Indenture and the other Transaction
Documents to which the Servicer is a party and (B) an Opinion of Counsel as to
the enforceability of such agreement.


35





          SECTION
5.9. Sub-Servicing.


                    (a)
The Servicer may enter into one or more sub-servicing agreements with a
sub-servicer, provided that the Servicer shall be solely responsible for any
sub-servicing fees due and payable to such sub-servicer and any sub-servicing
agreement will be upon such terms and conditions as the Servicer may reasonably
agree and as are not inconsistent with this Indenture. References herein to actions taken or to be
taken by the Servicer in servicing the Timeshare Loans include actions taken or
to be taken by a sub-servicer on behalf of the Servicer. 


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


          SECTION
5.10. Servicer Resignation.


                    The
Servicer shall not resign from the duties and obligations hereby imposed on it
under this Indenture unless and until (i) the Indenture Trustee or any other
successor Servicer appointed by the Noteholders representing at least 66-2/3%
of the Aggregate Outstanding Note Balance, enters into an agreement in form and
substance satisfactory to the Indenture Trustee and the Noteholders
representing at least 66-2/3% of the Aggregate Outstanding Note Balance, which
contains an assumption by such successor Servicer of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Servicer under this Indenture from and after the date of
assumption, and (ii) the Indenture Trustee and the Noteholders representing at
least 66-2/3% of the Aggregate Outstanding Note Balance consent to the
assumption of the duties, obligations and liabilities of this Indenture by such
successor Servicer. Upon such
resignation, the Servicer shall comply with Section 5.4(b) hereof. 


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


          SECTION
5.11. Fees and Expenses.


                    As
compensation for the performance of its obligations under this Indenture, the
Servicer shall be entitled to receive on each Payment Date, from amounts on
deposit in the Collection Account and in the priorities described in Sections
3.4 and 6.6 hereof, the Servicing Fee and any Additional Servicing
Compensation. Other than Liquidation
Expenses, the Servicer shall pay all expenses incurred by it in connection with
its servicing activities hereunder. 


          SECTION
5.12. Access to Certain Documentation.


                    Upon
ten Business Days’ prior written notice (or, one Business Day’s prior written
notice after the occurrence and during the continuance of an Event of Default
or a


36





Servicer Event of Default), the Servicer will, from time to time during
regular business hours, as requested by the Issuer, the Indenture Trustee or
any Noteholder and, prior to the occurrence of a Servicer Event of Default, at
the expense of the Issuer or such Noteholder and upon the occurrence and
continuance of a Servicer Event of Default, at the expense of the Servicer,
permit the Issuer, the Indenture Trustee or any Noteholder or its agents or
representatives (i) to examine and make copies of and abstracts from all books,
records and documents (including, without limitation, computer tapes and disks)
in the possession or under the control of the Servicer relating to the
servicing of the Timeshare Loans serviced by it and (ii) to visit the offices
and properties of the Servicer for the purpose of examining such materials
described in clause (i) above, and to discuss matters relating to the Timeshare
Loans with any of the officers, employees or accountants of the Servicer having
knowledge of such matters. Nothing in
this Section 5.12 shall affect the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors,
and the failure of the Servicer to provide access to information as a result of
such obligation shall not constitute a breach of this Section 5.12. The Servicer may require the Issuer, the
Indenture Trustee or any Noteholder or its agents or representatives to execute
certain agreements in order to comply with applicable privacy laws.


          SECTION
5.13. No Offset.


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


          SECTION
5.14. Account Statements.


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


          SECTION
5.15. Indemnification; Third Party Claim.


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


37





judgment or decree which may be entered against it. This Section 5.15 shall survive the
termination of this Indenture or the resignation or removal of the Servicer
hereunder.


          SECTION
5.16. Obligor Information.


                    The
Servicer agrees that it shall comply in all material respects with all
applicable laws and regulations regarding the privacy or security of Obligor
Information and shall maintain appropriate administrative, technical and
physical safeguards designed to protect the security, confidentiality and
integrity of Obligor Information. For
purposes of this Section 5.16, “Obligor Information” means any personal
information concerning an Obligor that is disclosed in connection with a
Timeshare Loan.


          SECTION
5.17. Backup Servicer. 


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


                    (b)
Termination of Servicer; Cooperation.
In the event that the Servicer is terminated or resigns in accordance
with the terms of this Indenture, the Backup Servicer agrees to continue to
perform its duties and obligations hereunder and in the Backup Servicing Agreement
without interruption. The Backup
Servicer agrees to cooperate in good faith with any successor Servicer to
effect a transition of the servicing obligations by the Servicer to any
successor Servicer. The Indenture
Trustee agrees to provide such information regarding the Trust Accounts as the
Backup Servicer shall require to produce the Monthly Servicer Report on and
after the Assumption Date.


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


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


                    (e)
Termination of Backup Servicer.
Notwithstanding anything to the contrary herein, the Noteholders
representing at least 66-2/3% of the Aggregate Outstanding


38





Note Balance shall have the right to direct the Indenture Trustee to
remove the Backup Servicer with or without cause at any time and replace the
Backup Servicer pursuant to the provisions of the Backup Servicing
Agreement. In the event that the
Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note
Balance shall exercise their rights to direct the Indenture Trustee to remove
and replace Concord Servicing Corporation as Backup Servicer or Concord
Servicing Corporation shall have terminated the Backup Servicing Agreement in
accordance with the terms thereof, Concord Servicing Corporation shall have no
further obligation to perform the duties of the Backup Servicer under this
Indenture. In the event of a
termination of the Backup Servicing Agreement, the Noteholders representing at
least 66-2/3% of the Aggregate Outstanding Note Balance may appoint a successor
Backup Servicer in their sole discretion.



          SECTION 5.18.
Aruba Notices. Within
30 days of the Closing Date (with respect to the Initial Timeshare Loans that
are Aruba Club Loans) and the related Transfer Date (with respect to a
Qualified Substitute Timeshare Loan that is an Aruba Club Loan), the Servicer
shall confirm that notices have been mailed out to each related Obligor that
such Timeshare Loan has ultimately been transferred and assigned to the Issuer
and pledged to the Indenture Trustee, in trust, for the benefit of the Noteholders. Such notice may include any notice or
notices that the Aruba Originator’s predecessors in title to the Timeshare Loan
may give to the same Obligor with respect to any transfers and assignments of
the Timeshare Loan by such predecessors.
Such notice shall be in the form attached hereto as Exhibit H, as
the same may be amended, revised or substituted by the Indenture Trustee and
the Servicer from time to time. 


          SECTION 5.19. Recordation. As soon as practicable after the Closing
Date and each Transfer Date, as applicable, but in no event later than ten
Business Days after receipt by the Servicer of the original Mortgage, the
Servicer shall cause the Assignment of Mortgage in respect of each Timeshare
Loan transferred on such date to be sent for recording to the appropriate
offices. The Servicer agrees to cause
all evidences of recordation to be delivered to the Custodian to be held as
part of the Timeshare Loan Files. 


ARTICLE VI.


EVENTS OF DEFAULT; REMEDIES


          SECTION
6.1. Events of Default.


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


                    (a)
a default in the payment of Interest Distribution Amounts to any Noteholder on
any Payment Date, the Aggregate Outstanding Note Balance to the Noteholders at
the Stated Maturity or any other payments in respect of any Note when such
become due and payable, and continuance of such default for three Business
Days; or


                    (b)
a non-monetary default in the performance, or breach, of any covenant of the
Issuer in this Indenture (other than a covenant dealing with a default in the
performance of which, or the breach of which, is specifically dealt with
elsewhere in this Section 6.1), the


39





continuance of such default or breach for a period of 30 days (or, if
the Issuer shall have provided evidence satisfactory to the Indenture Trustee
that such covenant cannot be cured in the 30-day period and that it is
diligently pursuing a cure, 60 days) after the earlier of (x) the Issuer first
acquiring Knowledge thereof, and (y) the Indenture Trustee’s giving written
notice thereof to the Issuer; provided, however, that if such
default or breach is in respect of the negative covenants contained in Section
8.6(a)(i) or (ii) hereof, there shall be no grace period whatsoever; or


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


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


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


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


                    (g)
the impairment of the validity of any security interest of the Indenture
Trustee in the Trust Estate in any material respect, except as expressly
permitted hereunder, or the creation of any material encumbrance on or with
respect to the Trust Estate or any portion


40





thereof not otherwise permitted, which is not stayed or released within
ten days of the Issuer having Knowledge of its creation; or


                    (h)
the failure by Bluegreen to repurchase any Defective Timeshare Loan or provide
a Qualified Substitute Timeshare Loan for a Defective Timeshare Loan to the
extent required under the terms of the Sale Agreement; or


                    (i)
any default under the Guaranty or any event of the kind specified in clauses
(d) or (e) of this Section 6.1 occurs with respect to the Guarantor; or


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


          SECTION
6.2. Acceleration of Maturity; Rescission and Annulment.


                    (a)
Upon the occurrence and continuance of an Event of Default, if such Event of
Default of the kind specified in Section 6.1(d) or Section 6.1(e) hereof
occurs, then each Class of Notes shall automatically become due and payable at
its Outstanding Note Balance together with all accrued and unpaid interest
thereon. 


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


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


                    (d)
At any time after such a declaration of acceleration has been made but before a
judgment or decree for payment of the money due has been obtained by the
Indenture Trustee as hereinafter in this Article VI provided, the
Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note
Balance may, by written notice to the Issuer and the Indenture Trustee, rescind
and annul such declaration and its consequences if: 


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


	
  

 	
  

 	
  

 
	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 all interest due with respect to the Notes and, to the extent that
 payment of such interest is lawful, interest upon overdue interest

 


41









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 from the date when the same first became due until the date of
 payment or deposit at a rate per annum equal to the applicable Note Rate, and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
       and

 
	
  

 	
  

 
	
  

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

 


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


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


          SECTION
6.3. Remedies.


                    (a)
If an Event of Default with respect to the Notes occurs and is continuing of
which a Responsible Officer of the Indenture Trustee has Knowledge, the
Indenture Trustee shall immediately give notice to each Noteholder as set forth
in Section 7.2 hereof and shall solicit such Noteholders for advice. The Indenture Trustee shall then take such
action as so directed by the Noteholders representing at least 66-2/3% of the
Aggregate Outstanding Note Balance subject to the provisions of this Indenture.



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


                    (c)
If an Event of Default specified in Section 6.1(a) hereof occurs and is
continuing, the Indenture Trustee is authorized to recover judgment in its own
name and as trustee under this Indenture against the Issuer for the Aggregate
Outstanding Note Balance and interest remaining unpaid with respect to the
Notes.


                    (d)
Subject to the provisions set forth herein, if an Event of Default occurs and
is continuing, the Indenture Trustee may, in its discretion, and at the
instruction of the


42





Noteholders representing at least 66-2/3% of the Aggregate Outstanding
Note Balance shall, proceed to protect and enforce its rights and the rights of
the Noteholders by such appropriate judicial or other proceedings as the
Indenture Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy. The
Indenture Trustee shall notify the Issuer, the Servicer and the Noteholders of
any such action. 


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


          SECTION
6.4. Indenture Trustee May File Proofs of Claim. 


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


and any custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Noteholder to make such payments to


43





the Indenture Trustee and to pay to the Indenture Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee and any predecessor Indenture Trustee, their agents and
counsel, and any other amounts due the Indenture Trustee and any predecessor
Indenture Trustee under Section 7.6 hereof.


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


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


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


          SECTION
6.6. Application of Money Collected.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


44









	
  

 	
  

 
	
  

 	
           (vi) to
 the Class A-1 Noteholders and the Class A-2 Noteholders, their respective
 Interest Distribution Amounts, on a pari passu and pro rata basis;

 
	
  

 	
  

 
	
  

 	
           (vii) to
 the Class A-1 Noteholders and the Class A-2 Noteholders, as a distribution of
 principal, all remaining Available Funds, on a pari passu and pro rata basis
 until the Outstanding Note Balance of the Notes is reduced to zero; and

 
	
  

 	
  

 
	
  

 	
           (viii)
 any remaining Available Funds to or at the direction of the Issuer.

 


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


          SECTION
6.7. Limitation on Suits.


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


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


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


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


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


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


45





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


                    Notwithstanding
any other provision in this Indenture, other than the provisions hereof
limiting the right to recover amounts due on the Notes to recoveries from the
property comprising the Trust Estate, each Noteholder shall have the absolute
and unconditional right to receive payment of the principal of, and interest
on, such Note as such payments of principal and interest become due, including
on the Stated Maturity, and such right shall not be impaired without the
consent of such Noteholder.


          SECTION
6.9. Restoration of Rights and Remedies.


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


          SECTION
6.10. Rights and Remedies Cumulative.


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


          SECTION
6.11. Delay or Omission Not Waiver.


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


          SECTION
6.12. Control by Noteholders.


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


46









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


          SECTION
6.13. Waiver of Events of Default.


                    (a)
The Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note
Balance may, by one or more instruments in writing, waive any Event of Default
hereunder and its consequences, except a continuing Event of Default: 


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


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


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


          SECTION
6.14. Undertaking for Costs.


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


47





          SECTION
6.15. Waiver of Stay or Extension Laws.


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


          SECTION
6.16. Sale of Trust Estate.


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


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


48









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


          SECTION
6.17. Action on Notes. 


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


          SECTION
6.18. Performance and Enforcement of Certain Obligations. 


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


ARTICLE VII.


THE INDENTURE TRUSTEE


          SECTION
7.1. Certain Duties.


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


                    (b)
In the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Indenture
Trustee and conforming to the


49





requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Indenture Trustee, the Indenture Trustee shall
be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture; provided, however, the
Indenture Trustee shall not be required to verify or recalculate the contents
thereof.


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


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


50





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


          SECTION
7.2. Notice of Events of Default.


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


          SECTION
7.3. Certain Matters Affecting the Indenture Trustee. 


                    Subject
to the provisions of Section 7.1 hereof:


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


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


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


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


                    (e)
Prior to the occurrence of an Event of Default or after the curing of all
Events of Default which may have occurred, the Indenture Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper document, unless
requested in writing so to do by Noteholders representing at least 66-2/3% of
the Aggregate Outstanding Note Balance; provided, however, that
if the payment within a reasonable time to the Indenture Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the reasonable opinion of the Indenture Trustee, not
reasonably assured to the Indenture Trustee by the security afforded to it by
the terms of this Indenture, the Indenture Trustee may require reasonable
indemnity against such cost, expense or liability as a condition to so
proceeding. The reasonable expense of
every such examination


51





shall be paid by the Servicer or, if paid by the Indenture Trustee,
shall be reimbursed by the Servicer upon demand; 


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


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


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


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


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


          SECTION
7.5. Indenture Trustee May Own Notes.


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


52





          SECTION
7.6. Indenture Trustee’s Fees and Expenses.


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


          SECTION
7.7. Eligibility Requirements for Indenture Trustee.


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


          SECTION
7.8. Resignation or Removal of Indenture Trustee. 


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


                    (b)
If at any time the Indenture Trustee shall cease to be eligible in accordance
with the provisions of Section 7.7 hereof and shall fail to resign after
written request therefor by the Issuer, or if at any time the Indenture Trustee
shall be legally unable to act, fails to perform in any material respect its
obligations under this Indenture, or shall be adjudged as bankrupt or
insolvent, or a receiver of the Indenture Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Indenture
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Issuer or Noteholders representing at
least 66-2/3% of the Aggregate Outstanding Note Balance may direct the Issuer
to remove the Indenture Trustee. If it
removes the Indenture Trustee under the authority of the


53





immediately preceding sentence, the Issuer shall promptly appoint a
successor Indenture Trustee not objected to by Noteholders representing at
least 66-2/3% of the Aggregate Outstanding Note Balance, within 30 days after
prior written notice, by written instrument, in sextuplicate, one counterpart
of which instrument shall be delivered to each of the Issuer, the Servicer, the
Noteholders, the successor Indenture Trustee and the predecessor Indenture
Trustee. 


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


          SECTION
7.9. Successor Indenture Trustee. 


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


                    (b)
In case of the appointment hereunder of a successor Indenture Trustee with
respect to the Notes, the Issuer, the retiring Indenture Trustee and each
successor Indenture Trustee with respect to the Notes shall execute and deliver
an indenture supplemental hereto wherein each successor Indenture Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Indenture Trustee all the rights, powers, trusts and duties of the
retiring Indenture Trustee with respect to the Notes to which the appointment
of such successor Indenture Trustee relates, (ii) if the retiring Indenture
Trustee is not retiring with respect to all Notes, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to the
Notes as to which the retiring Indenture Trustee is not retiring shall continue
to be vested in the retiring Indenture Trustee, and (iii) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the Trust Estate hereunder by more than
one Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same allocated trust and that each such Indenture Trustee shall be trustee
of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Indenture Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or
removal of the retiring Indenture Trustee shall become effective to the extent
provided therein and each such successor Indenture Trustee, without any further
act, deed or conveyance, shall become vested with all the


54





rights, powers, trusts and duties of the retiring Indenture Trustee
with respect to the Notes to which the appointment of such successor Indenture
Trustee relates; but, on request of the Issuer or any successor Indenture
Trustee, such retiring Indenture Trustee shall duly assign, transfer and
deliver to such successor Indenture Trustee all property and money held by such
retiring Indenture Trustee hereunder with respect to the Notes of that or those
to which the appointment of such successor Indenture Trustee relates.


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


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


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


          SECTION
7.10. Merger or Consolidation of Indenture Trustee.


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


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


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


                    (b)
The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer
shall execute, acknowledge and deliver all such instruments as may be required
by the


55





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


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


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


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


56





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


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


          SECTION
7.12. Paying Agent and Note Registrar Rights.


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


          SECTION
7.13. Authorization.


                    (a)
The Issuer hereby authorizes and directs the Indenture Trustee to enter into
the Lockbox Agreement. Pursuant to the
Lockbox Agreement, the Indenture Trustee agrees to cause to be established and
maintained an account (the “Lockbox Account”) for the benefit of the
Noteholders. The Lockbox Account will
be titled as required by the Lockbox Bank.
The Indenture Trustee is authorized and directed to act as titleholder
of the Lockbox Account in accordance with the terms of the Lockbox Agreement
for the benefit of the Noteholders with interests in the funds on deposit in
such account. The Lockbox Bank will be
required to transfer and will be permitted to withdraw funds from the Lockbox
Account in accordance with the Lockbox Agreement.


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


          SECTION
7.14. Maintenance of Office or Agency.


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


57





ARTICLE VIII.


COVENANTS OF THE ISSUER


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


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


          SECTION
8.2. Eligible Timeshare Loans. 


                    On
each Transfer Date, each Qualified Substitute Timeshare Loan, as the case may
be, shall be an Eligible Timeshare Loan.


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


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


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


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


58





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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


          SECTION
8.4. Existence; Merger; Consolidation, etc.


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


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


59





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


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


          SECTION
8.5. Protection of Trust Estate; Further Assurances.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


60









	
  

 	
  

 
	
  

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

 


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


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


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


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


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


61





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


          SECTION
8.6. Additional Covenants.


                    (a)
The Issuer will not:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


62









	
  

 	
  

 
	
  

 	
 (other than with respect to any Permitted Liens or such tax,
 mechanic’s or other lien) not to constitute a valid first priority security
 interest in the Trust Estate;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


          SECTION
8.7. Taxes.


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


          SECTION
8.8. Restricted Payments.


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


63





payments to or distributions from the Collection Account except in
accordance with this Indenture and the other Transaction Documents.


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


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


          SECTION
8.10. Further Instruments and Acts.



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


          SECTION
8.11. Deposit to Collection Account.



                    If
the Issuer receives any payments from an Obligor under a Timeshare Loan or any
other amounts in respect of the Trust Estate, the Issuer will remit such
amounts to the Collection Account within two (2) Business Days of the
Servicer’s receipt thereof.


          SECTION
8.12. Amendments; Modifications;
Assignment; Termination.


                    The
Issuer shall not amend or modify, or consent to or direct any assignment of or
terminate any Transaction Document other than in accordance with the terms
thereof and with the prior written consent of the Indenture Trustee.


          SECTION
8.13. Licenses. 


                    The
Issuer shall maintain all material licenses and permits necessary to own its
assets and to transact business in which it is engaged under all applicable law
to the extent necessary so as not to have a material adverse effect on the
Noteholders.. 


ARTICLE IX.


SUPPLEMENTAL INDENTURES


          SECTION
9.1. Supplemental Indentures.


                    (a)
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Indenture Trustee, without the
consent of any Noteholder, 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 to better assure, convey and confirm unto the
 Indenture Trustee any property subject or required to be subjected to the
 Lien of this Indenture; or

 


64









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iii) to
 cure any ambiguity, to correct or supplement any provision herein which may
 be defective or inconsistent with any other provision herein or to conform
 the provisions herein to the descriptions set forth in the Private Placement
 Memorandum, or to make any other provisions with respect to matters or
 questions arising under this Indenture; 

 


provided, that any action pursuant to clauses (i), (ii) or (iii) shall
not adversely affect the interests of any Noteholder.


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


          SECTION
9.2. Supplemental Indentures with Consent of Noteholders.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


65









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


          SECTION
9.3. Execution of Supplemental Indentures.


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


          SECTION
9.4. Effect of Supplemental Indentures.


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


          SECTION
9.5. Reference in Notes to Supplemental Indentures.


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


66





ARTICLE X.


REDEMPTION OF NOTES


          SECTION
10.1. Optional Redemption; Election to Redeem. 


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


          SECTION
10.2. Notice to Indenture Trustee.



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


          SECTION
10.3. Notice of Redemption by the Servicer. 


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


          SECTION
10.4. Deposit of Redemption Price.



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


          SECTION
10.5. Notes Payable on Redemption Date.


                    Notice
of redemption having been given as provided in Section 10.3 hereof and deposit
of the Redemption Price with the Indenture Trustee having been made as provided
in Section 10.4 hereof, the Notes shall on the Redemption Date, become due and
payable at the Redemption Price, and, on such Redemption Date, such Notes shall
cease to accrue interest. The Indenture
Trustee shall apply all available funds in accordance with Section 6.6(b)
hereof and the Noteholders shall be paid the Redemption Price by the Indenture
Trustee on behalf of the Servicer upon presentment and surrender of their Notes
at the office of the Indenture Trustee.
If the Servicer shall have failed to deposit the Redemption Price with
the Indenture Trustee, the principal and interest with respect to each Class of
Notes shall, until paid, continue to accrue


67





interest at their respective Note Rates. The Servicer’s failure to deposit the Redemption Price shall not
constitute an Event of Default hereunder.


ARTICLE XI.


SATISFACTION AND DISCHARGE


          SECTION
11.1. Satisfaction and Discharge of Indenture.


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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 either:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)

 	
 all Notes theretofore authenticated and delivered (other than (1)
 Notes which have been destroyed, lost or stolen and which have been replaced
 or paid as provided in Section 2.5 hereof and (2) Notes for whose payment
 money has theretofore been deposited in trust or segregated and held in trust
 by the Issuer and thereafter repaid to the Issuer or discharged from such
 trust, as provided in Section 8.3(c) hereof) have been delivered to the
 Indenture Trustee for cancellation; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
 the final installments of principal on all such Notes not theretofore
 delivered to the Indenture Trustee for cancellation (1) have become due and
 payable, or (2) will become due and payable at their Stated Maturity, as
 applicable within one year, and the Issuer has irrevocably deposited or
 caused to be deposited (out of Available Funds or amounts received pursuant
 to Article X hereof) with the Indenture Trustee in trust an amount sufficient
 to pay and discharge the entire indebtedness on such Notes not theretofore
 delivered to the Indenture Trustee for cancellation, for principal and
 interest to the date of such deposit (in the case of Notes which have become
 due and payable) or to the Stated Maturity thereof;

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


68





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


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


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


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


                    In
connection with the satisfaction and discharge of this Indenture, all moneys
then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to the Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according
to Section 3.4 hereof and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.


          SECTION
11.3. Trust Termination Date.


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


ARTICLE XII.


REPRESENTATIONS AND WARRANTIES AND COVENANTS


          SECTION
12.1. Representations and Warranties of the Issuer.


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


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


69





corporation and in good standing under the laws of each jurisdiction
where the character of its property, the nature of its business or the
performance of its obligations under the Indenture Agreement makes such
qualification necessary, except where the failure to be so qualified will not
have a material adverse effect on its business or its ability to perform its
obligations under the Indenture or any other Transaction Document to which it
is a party or under the transactions contemplated hereunder or thereunder or
the validity or enforceability of any Timeshare Loans.


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


                    (c)
Possession of Licenses, Certificates, Franchises and Permits. The Issuer holds all material licenses,
certificates, franchises and permits from all governmental authorities which
are required under the laws of each jurisdiction in which the properties owned
(or held under lease) by it or the nature of its activities makes such filings,
franchises, licenses, permits or registrations necessary, except where the
failure to do so will not have a material adverse effect on the Issuer’s
activities or its ability to perform its obligations under the Transaction
Documents.


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


                    (e)
No Violation. The consummation
of the transaction contemplated by this Indenture and the fulfillment of the
terms hereof shall not conflict with, result in any material breach of any of
the terms and provisions of, nor constitute (with or without notice or lapse of
time) a default under, the organizational documents of the Issuer, or any
indenture, agreement or other instrument to which the Issuer is a party or by
which it is bound; nor result in the creation or imposition of any Lien on the
Trust Estate (other than this Indenture); nor violate any provision of existing
law or regulation or any order or decree of any court, regulatory body or
administrative agency.


                    (f)
No Proceedings. There is no
pending or, to the Issuer’s Knowledge, threatened action, suit or proceeding,
nor any injunction, writ, restraining order or other order of any nature
against or affecting the Issuer, its officers or directors, or the property of
the Issuer, in any court or tribunal, or before any arbitrator of any kind or
before or by any Governmental Authority (i) asserting the invalidity of this
Indenture or any of the other Transaction Documents, (ii) seeking to prevent
the sale and assignment of any Timeshare Loan or the consummation of any of the
transactions contemplated thereby, (iii) seeking any determination or ruling
that might materially and adversely affect (A) the performance by the Issuer of
this Indenture or any of the other Transaction Documents or the interests of
the Noteholders, (B) the validity or enforceability of this Indenture or any of
the other Transaction Documents, (C) any Timeshare


70





Loan, or (D) the Intended Tax Characterization, or
(iv) asserting a claim for payment of money adverse to the Issuer or the
conduct of its business or which is inconsistent with the due consummation of
the transactions contemplated by this Indenture or any of the other Transaction
Documents.


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


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


                    (i)
Eligible Timeshare Loans. Each
Timeshare Loan subject to the Lien of this Indenture is an Eligible Timeshare
Loan. 


                    (j)
Adverse Selection. In selecting
the Timeshare Loans to be pledged to the Indenture Trustee pursuant to this
Indenture, no selection procedures were intentionally utilized by the Issuer in
selecting such Timeshare Loan (other than selecting the timeshare loans based
on the Obligor’s FICO score within ranges 600-650, below 600 or lack of FICO
score), which the Issuer knew were materially adverse to the Indenture Trustee
or the Noteholders.


                    (k)
Subsidiaries. The Issuer has no
subsidiaries.


                    (l)
Debt. The Issuer has no debt or
other indebtedness other than debt incurred under, or as permitted pursuant to,
the terms of the Transaction Documents. 


                    (m)
Limited Purposes. The Issuer has
been formed solely for the purpose of engaging in the transactions contemplated
by this Indenture and the other Transaction Documents.


                    (n)
Security Interest. The grant of
the security interest in the Trust Estate by the Issuer to the Indenture
Trustee, for the benefit of the Noteholders, is in the ordinary course of
business for the Issuer and is not subject to the bulk transfer or any similar
statutory provisions in effect in any applicable jurisdiction. The Trust Estate has not been sold,
transferred or assigned or pledged by the Issuer to any other Person, other
than to the Indenture Trustee, for the benefit of the Noteholders.


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


                    (p)
Fair Value. The Issuer has given
fair consideration and reasonably equivalent value in exchange for the sale of
the Timeshare Loans under the Sale Agreement.


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                    (q)
Securities Laws. The Servicer is
not an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


                    (r)
Information. No document,
certificate or report furnished by the Issuer, in writing, pursuant to this
Indenture or in connection with the transactions contemplated hereby, contains
or will contain when furnished any untrue statement of a material fact or fails
or will fail to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made,
not misleading.


                    (s)
Default. No Default or Event of
Default has occurred and is continuing.


          SECTION
12.2. Representations and Warranties of the Servicer.


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


                    (a)
Organization; Authority; Good Standing. The Servicer:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iv) is
 duly qualified to do business as a foreign corporation and in good standing
 under the laws of each jurisdiction where the character of its property, the
 nature of its business or the performance of its obligations under the
 Indenture makes such qualification necessary, except where the failure to be
 so qualified will not have a material adverse effect on its business or its
 ability to perform its obligations under the Indenture or any other
 Transaction Document to which it is a party or under the transactions
 contemplated hereunder or thereunder or the validity or enforceability of any
 Timeshare Loans.

 


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


72





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


                    (c)
No Consents. No consent,
approval, order or authorization of, and no filing with or notice to, any court
or other Governmental Authority in respect of the Servicer is required which has
not been obtained in connection with the authorization, execution, delivery or
performance by the Servicer of this Agreement or any of the other Transaction
Documents to which the Servicer is a party or under the transactions
contemplated hereunder or thereunder.


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


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


                    (f)
Pending Litigation or Other Proceedings. Except as specified in “RISK FACTORS” in the Private Placement
Memorandum and on Schedule II hereto, there is no pending or, to the
best of the Servicer’s Knowledge, threatened action, suit, proceeding or
investigation before any court, administrative agency, arbitrator or
governmental body against or affecting the Servicer which, if decided
adversely, would materially and adversely affect (i) the condition (financial
or otherwise), business or operations of the Servicer, (ii) the ability of the
Servicer to perform its obligations under, or the validity or enforceability of
this Indenture or any other documents or transactions contemplated under this
Indenture, (iii) any Timeshare Loan or title of any Obligor to any Timeshare
Property pursuant to the applicable Owner Beneficiary Agreement or (iv) the
Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the
Timeshare Loans.


                    (g)
Taxes. Except as described in
“RISK FACTORS” in the Private Placement Memorandum and on Schedule II
hereto, the Servicer has filed all tax returns (federal, state and local) which
are required to be filed and has paid all taxes related thereto, other than


73





those which are being contested in good faith or where the failure to
file or pay would not have a material adverse effect on the Servicer’s
activities or its ability to perform its obligations under the Transaction
Documents.


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


                    (i)
Securities Laws. The Servicer is
not an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


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


                    (k)
Defaults. The Servicer is not in
default under any material agreement, contract, instrument or indenture to
which it is a party or by which it or its properties is or are bound, or with
respect to any order of any court, administrative agency, arbitrator or
governmental body, which default would have a material adverse effect on the
transactions contemplated hereunder; and to the Servicer’s Knowledge, no event
has occurred which with notice or lapse of time or both would constitute such a
default with respect to any such agreement, contract, instrument or indenture,
or with respect to any such order of any court, administrative agency,
arbitrator or governmental body.


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


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


                    (n)
Name. The legal name of the
Servicer is as set forth in the signature page of this Indenture and the
Servicer does not have any trade names, fictitious names, assumed names or
“doing business as” names other than “Bluegreen Patten Corporation” in North
Carolina, “Bluegreen Corporation of Massachusetts” in Louisiana and “BXG
California, Inc.” in California.


74





                    (o)
Information. No document,
certificate or report furnished by the Servicer, in writing, pursuant to this
Indenture or in connection with the transactions contemplated hereby, contains
or will contain when furnished any untrue statement of a material fact or fails
or will fail to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made,
not misleading. There are no facts relating
to the Servicer as of the Closing Date which when taken as a whole, materially
adversely affect the financial condition or assets or business of the Servicer,
or which may impair the ability of the Servicer to perform its obligations
under this Indenture, which have not been disclosed herein or in the
certificates, the Private Placement Memorandum and other documents furnished by
or on behalf of the Servicer pursuant hereto or thereto specifically for use in
connection with the transactions contemplated hereby or thereby.


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


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


          SECTION
12.3. Representations and Warranties of the Indenture Trustee.


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


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


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


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


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


75





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


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


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


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


          SECTION
12.4. Multiple Roles.


                    The
parties expressly acknowledge and consent to U.S. Bank National Association,
acting in the multiple roles of Indenture Trustee, the Paying Agent, the Note
Registrar, the successor Servicer (in the event the Backup Servicer shall not
serve as the successor Servicer and no successor Servicer is appointed by the
Noteholders in accordance with Section 5.4(b) hereof), the Custodian and the
Account Intermediary. U.S. Bank National
Association may, in such capacities, discharge its separate functions fully,
without hindrance or regard to conflict of interest principles, duty of loyalty
principles or other breach of fiduciary duties to the extent that any such
conflict or breach arises from the performance by U.S. Bank National
Association of express duties set forth in this Indenture in any of such
capacities, all of which defenses, claims or assertions are hereby expressly
waived by the other parties hereto, except in the case of negligence (other
than errors in judgment) and willful misconduct by U.S. Bank National
Association.


          SECTION
12.5. [Reserved].


          SECTION
12.6. Covenants of the Club Trustee.


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


76





                    (a)
No Conveyance. The Club Trustee agrees not to convey any
Resort Interest (as defined in the Club Trust Agreement) in the Club relating
to a Timeshare Loan unless the Indenture Trustee shall have issued an
instruction to the Club Trustee pursuant to Section 8.07(c) of the Club Trust
Agreement in connection with its exercise of its rights as an Interest Holder
Beneficiary (as defined in the Club Trust Agreement) under Section 7.02 of the
Club Trust Agreement.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


77











	
  

 	
  

 
	
  

 	
 and accounts, including, but not limited to, payroll and intercompany
 transaction accounts.

 


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


78









	
  

 	
  

 
	
  

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

 


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


          SECTION
12.7. Representations and Warranties of the Backup Servicer.


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


                    (a)
Corporate Representations.


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


79





Transaction Documents or (iii) require any consent of or other action
by any trustee or any creditor of, any lessor to or any investor in the Backup
Servicer.


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


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


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


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


                    (h)
Securities Laws. The Backup
Servicer is not an “investment company” or a company “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.


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


                    (j)
Defaults. The Backup Servicer is
not in default under any material agreement, contract, instrument or indenture
to which it is a party or by which it or its properties is or are bound, or
with respect to any order of any court, administrative agency, arbitrator or
governmental body, which default would have a material adverse effect on the
transactions contemplated hereunder; and to the Backup Servicer’s Knowledge, no
event has occurred which


80





with notice or lapse of time or both would constitute such a default
with respect to any such agreement, contract, instrument or indenture, or with
respect to any such order of any court, administrative agency, arbitrator or
governmental body.


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


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


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


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


81





ARTICLE XIII.


MISCELLANEOUS


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


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


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


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


          SECTION
13.2. Statements Required in Certificate or Opinion.


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


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


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


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


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


          SECTION
13.3. Notices. 


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


82









	
  

 	
  

 
	
  

 	
 If to the
 Issuer:

 
	
  

 	
  

 
	
  

 	
 BXG Legacy
 2010 LLC

 
	
  

 	
 4950
 Communication Avenue, Suite 900

 
	
  

 	
 Boca Raton,
 Florida 33431

 
	
  

 	
 Attention:
 Allan J. Herz, President and Assistant Treasurer

 
	
  

 	
 Fax:
 561-443-8743

 
	
  

 	
  

 
	
  

 	
 with a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Weinstock
 & Scavo, P.C.

 
	
  

 	
 3405
 Piedmont Road, N.E.

 
	
  

 	
 Suite 300

 
	
  

 	
 Atlanta,
 Georgia 30305

 
	
  

 	
 Attention:
 Mark I. Sanders, Esq.

 
	
  

 	
 Fax: (404)
 231-1618

 
	
  

 	
  

 
	
  

 	
 If to the
 Club Trustee:

 
	
  

 	
  

 
	
  

 	
 Vacation Trust, Inc.

 
	
  

 	
 4950 Communication Avenue

 
	
  

 	
 Suite 900

 
	
  

 	
 Boca Raton, Florida 33431

 
	
  

 	
 Attention: General Counsel’s Office

 
	
  

 	
 Fax: (561)
 912-7999

 
	
  

 	
  

 
	
  

 	
 If to the
 Servicer:

 
	
  

 	
  

 
	
  

 	
 Bluegreen
 Corporation

 
	
  

 	
 4960
 Conference Way North, Suite 100

 
	
  

 	
 Boca Raton,
 Florida 33431

 
	
  

 	
 Attention: Anthony M. Puleo, Senior Vice President,
 CFO and Treasurer

 
	
  

 	
 Fax: (561)
 912-8123

 
	
  

 	
  

 
	
  

 	
 with a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Weinstock
 & Scavo, P.C.

 
	
  

 	
 3405
 Piedmont Road, N.E.

 
	
  

 	
 Suite 300

 
	
  

 	
 Atlanta,
 Georgia 30305

 
	
  

 	
 Attention:
 Mark I. Sanders, Esq.

 
	
  

 	
 Fax: (404)
 231-1618

 
	
  

 	
  

 
	
  

 	
 If to the
 Backup Servicer:

 


83









	
  

 	
  

 
	
  

 	
 Concord
 Servicing Corporation

 
	
  

 	
 4725 North Scottsdale Road

 
	
  

 	
 Suite 300

 
	
  

 	
 Scottsdale, Arizona 85251

 
	
  

 	
 Fax: (480)
 281-5910

 
	
  

 	
 Attention: General Counsel 

 
	
  

 	
  

 
	
  

 	
 If to the
 Indenture Trustee and Paying Agent:

 
	
  

 	
  

 
	
  

 	
 U.S. Bank
 National Association

 
	
  

 	
 60 Livingston
 Avenue

 
	
  

 	
 EP-MN-WS3D

 
	
  

 	
 St. Paul,
 Minnesota 55107

 
	
  

 	
 Attention:
 Structured Finance/BXG Legacy 2010

 
	
  

 	
 Fax: (651)
 495-8090

 
	
  

 	
 Telephone
 Number: (651) 495-3880

 



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


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


          SECTION
13.4. No Proceedings.


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


84





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



	
  

 	
  

 	
  

 	
  

 
	
  

 	
BXG LEGACY 2010 LLC,

 	
  

 
	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Allan
 J. Herz

 	
  

 
	
  

 	
  

 	
 Title:
 President and Assistant Treasurer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BLUEGREEN
 CORPORATION,

 
	
  

 	
 as Servicer 

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:
 Anthony M. Puleo

 	
  

 
	
  

 	
  

 	
 Title:
 Senior Vice President, CFO & Treasurer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CONCORD
 SERVICING CORPORATION,

 
	
  

 	
 as Backup
 Servicer 

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:
 Mary-Jeanne Fincher

 	
  

 
	
  

 	
  

 	
 Title: Vice
 President & General Counsel

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 VACATION
 TRUST, INC.,

 	
  

 
	
  

 	
 as Club
 Trustee

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 U.S. BANK
 NATIONAL ASSOCIATION, 

 	
  

 
	
  

 	
 as Indenture
 Trustee

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 [Signature Page to the
 Indenture]

 	
  

 


85