Execution Copy 


BXG TIMESHARE TRUST I,

as Issuer


BLUEGREEN CORPORATION,

as Servicer


VACATION TRUST, INC.,

as Club Trustee


CONCORD SERVICING CORPORATION,

as Backup Servicer


U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee, Paying Agent and Custodian


and


BRANCH BANKING AND TRUST COMPANY,

as Agent




SECOND AMENDED AND RESTATED INDENTURE


Dated as of June 1, 2009




Timeshare Loan-Backed VFN Notes, Series I





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

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.3.

 	
 Form of
 Documents Delivered to Indenture Trustee

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.4.

 	
 Acts of
 Noteholders, etc.

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.5.

 	
 Notice to
 Noteholders; Waiver

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.6.

 	
 Effect of
 Headings and Table of Contents

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.7.

 	
 Successors
 and Assigns

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.8.

 	
 GOVERNING
 LAW

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.9.

 	
 Legal
 Holidays

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 1.10.

 	
 Execution in
 Counterparts

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 1.11.

 	
 Inspection

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 1.12.

 	
 Survival of
 Representations and Warranties

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
     

 	
 SECTION
 1.13.   

 	
 Effective
 Date

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II.
 THE NOTES

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.1.

 	
 General
 Provisions

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.2.

 	
 Definitive
 Notes

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.3.

 	
 [RESERVED]

 	
  

 	
 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

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.7.

 	
 Persons
 Deemed Owners

 	
  

 	
 12

 


i









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.8.

 	
 Cancellation

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.9.

 	
 Noteholder
 Lists

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 2.10.

 	
 Treasury
 Notes

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 2.11.

 	
 [RESERVED]

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
    

 	
 SECTION
 2.12.   

 	
 Confidentiality

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.1.

 	
 Trust
 Accounts; Investments by Indenture Trustee

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.2.

 	
 Establishment
 and Administration of the Trust Accounts

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.3.

 	
 [Reserved]

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.4.

 	
 Distributions

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.5.

 	
 Reports to
 Noteholders

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.6.

 	
 [RESERVED]

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.7.

 	
 Withholding
 Taxes

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV.
 THE TRUST ESTATE

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.1.

 	
 Acceptance
 by Indenture Trustee

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.2.

 	
 Acquisition
 of Timeshare Loans

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.3.

 	
 [RESERVED]

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.4.

 	
 Tax
 Treatment

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.5.

 	
 Further
 Action Evidencing Grant of Security Interest and Assignments

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.6.

 	
 Substitution
 and Repurchase of Timeshare Loans

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.7.

 	
 Release of
 Lien

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.8.

 	
 Appointment
 of Custodian and Paying Agent

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V.
 SERVICING OF TIMESHARE LOANS

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.1.

 	
 Appointment
 of Servicer and Backup Servicer; Servicing Standard

 	
  

 	
 24

 


ii









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.2.

 	
 Payments on
 the Timeshare Loans

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.3.

 	
 Duties and
 Responsibilities of the Servicer

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.4.

 	
 Servicer
 Events of Default

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.5.

 	
 Accountings;
 Statements and Reports

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.6.

 	
 Records

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.7.

 	
 Fidelity
 Bond and Errors and Omissions Insurance

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.8.

 	
 Merger or
 Consolidation of the Servicer

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.9.

 	
 Sub-Servicing

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
    

 	
 SECTION
 5.10.   

 	
 Servicer
 Resignation

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 5.11.

 	
 Fees and
 Expenses

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 5.12.

 	
 Access to
 Certain Documentation

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 5.13.

 	
 No Offset

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 5.14.

 	
 Account
 Statements

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 5.15.

 	
 Indemnification;
 Third Party Claim

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 5.16.

 	
 Backup
 Servicer

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 5.17.

 	
 Aruba
 Notices

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 5.18.

 	
 Recordation

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VI.
 EVENTS OF DEFAULT; REMEDIES

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.1.

 	
 [RESERVED]

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.2.

 	
 Acceleration
 of Maturity; Rescission and Annulment

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.3.

 	
 Remedies

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.4.

 	
 Indenture
 Trustee May File Proofs of Claim

 	
  

 	
 40

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.5.

 	
 Indenture
 Trustee May Enforce Claims Without Possession of Notes

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.6.

 	
 Application
 of Money Collected

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.7.

 	
 Limitation
 on Suits

 	
  

 	
 44

 


iii









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.8.

 	
 Unconditional
 Right of Noteholders to Receive Principal and Interest

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.9.

 	
 Restoration
 of Rights and Remedies

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
    

 	
 SECTION
 6.10.   

 	
 Rights and
 Remedies Cumulative

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 6.11.

 	
 Delay or
 Omission Not Waiver

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 6.12.

 	
 Control by
 Agent

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 6.13.

 	
 Waiver of
 Events of Default

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.14.

 	
 Undertaking
 for Costs

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 6.15.

 	
 Waiver of
 Stay or Extension Laws

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 6.16.

 	
 Sale of
 Trust Estate

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 6.17.

 	
 Action on
 Notes

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 6.18.

 	
 Performance
 and Enforcement of Certain Obligations

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII.
 THE INDENTURE TRUSTEE

 	
  

 	
 49

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.1.

 	
 Certain
 Duties

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.2.

 	
 Notice of
 Events of Default

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.3.

 	
 Certain
 Matters Affecting the Indenture Trustee

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.4.

 	
 Indenture
 Trustee Not Liable for Notes or Timeshare Loans

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.5.

 	
 Indenture
 Trustee May Own Notes

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.6.

 	
 Indenture
 Trustee’s Fees and Expenses

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.7.

 	
 Eligibility
 Requirements for Indenture Trustee

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.8.

 	
 Resignation
 or Removal of Indenture Trustee

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.9.

 	
 Successor
 Indenture Trustee

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.10.

 	
 Merger or
 Consolidation of Indenture Trustee

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.11.

 	
 Appointment
 of Co-Indenture Trustee or Separate Indenture Trustee

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.12.

 	
 Paying Agent
 and Note Registrar Rights

 	
  

 	
 56

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.13.

 	
 Authorization

 	
  

 	
 56

 


iv









	
  

 	
  

 	
  

 	
  

 	
  

 
	
    

 	
 SECTION
 7.14.   

 	
 Maintenance
 of Office or Agency

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 VIII. COVENANTS OF THE ISSUER

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.1.

 	
 Payment of
 Principal, Interest and Other Amounts

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.2.

 	
 Eligible
 Timeshare Loans

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.3.

 	
 Money for
 Payments to Noteholders to Be Held in Trust

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.4.

 	
 Existence;
 Merger; Consolidation, etc.

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.5.

 	
 Protection
 of Trust Estate; Further Assurances

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.6.

 	
 Additional
 Covenants

 	
  

 	
 61

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.7.

 	
 Taxes

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.8.

 	
 Restricted
 Payments

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.9.

 	
 Treatment of
 Notes as Debt for Tax Purposes

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 8.10.

 	
 Further
 Instruments and Acts

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX.
 SUPPLEMENTAL INDENTURES

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.1.

 	
 Supplemental
 Indentures

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.2.

 	
 Supplemental
 Indentures with Consent of Noteholders

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.3.

 	
 Execution of
 Supplemental Indentures

 	
  

 	
 65

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.4.

 	
 Effect of
 Supplemental Indentures

 	
  

 	
 65

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.5.

 	
 Reference in
 Notes to Supplemental Indentures

 	
  

 	
 65

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE X.
 BORROWINGS

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.1.

 	
 Optional
 Borrowings

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XI.
 SATISFACTION AND DISCHARGE

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 11.1.

 	
 Satisfaction
 and Discharge of Indenture

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 11.2.

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

 	
  

 	
 68

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 11.3.

 	
 Trust
 Termination Date

 	
  

 	
 68

 


v









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XII.
 REPRESENTATIONS AND WARRANTIES AND COVENANTS

 	
  

 	
 68

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.1.

 	
 Representations
 and Warranties of the Issuer

 	
  

 	
 68

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
    

 	
 SECTION
 12.2.   

 	
 Representations
 and Warranties of the Servicer

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.3.

 	
 Representations
 and Warranties of the Indenture Trustee

 	
  

 	
 73

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.4.

 	
 Multiple
 Roles

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.5.

 	
 [Reserved]

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.6.

 	
 Covenants of
 the Club Trustee

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.7.

 	
 Representations
 and Warranties of the Backup Servicer

 	
  

 	
 76

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 XIII. MISCELLANEOUS

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.1.

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

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.2.

 	
 Statements
 Required in Certificate or Opinion

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.3.

 	
 Notices

 	
  

 	
 80

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.4.

 	
 No
 Proceedings

 	
  

 	
 82

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.5.

 	
 Limitation
 of Liability of Owner Trustee

 	
  

 	
 82

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XIV.
 REDEMPTION OF NOTES

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 14.1.

 	
 Clean-up
 Call; Optional Redemption; Election to Redeem

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 14.2.

 	
 Notice to
 Indenture Trustee

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 14.3.

 	
 Notice of
 Redemption by the Servicer

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 14.4.

 	
 Deposit of
 Redemption Price

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 14.5.

 	
 Notes
 Payable on Redemption Date

 	
  

 	
 84

 






	
  

 	
  

 
	
 Exhibit A

 	
 Form of
 Notes

 
	
  

 	
  

 
	
 Exhibit B

 	
 Form of
 Investor Representation Letter

 
	
  

 	
  

 
	
 Exhibit C

 	
 Reserved

 
	
  

 	
  

 
	
 Exhibit D

 	
 Form of
 Monthly Servicer Report

 


vi









	
  

 	
  

 
	
 Exhibit E

 	
 Servicing
 Officer’s Certificate

 
	
  

 	
  

 
	
 Exhibit F

 	
 Form of
 Investor Certification

 
	
  

 	
  

 
	
 Exhibit G

 	
 Form of ROAP
 Waiver Letter

 
	
  

 	
  

 
	
 Exhibit H

 	
 Form of
 Aruba Notice

 
	
  

 	
  

 
	
 Exhibit I

 	
 Resort Ratings

 
	
  

 	
  

 
	
 Exhibit J

 	
 Collection
 Policy

 
	
  

 	
  

 
	
 Exhibit K

 	
 Credit
 Policy

 
	
  

 	
  

 
	
 Annex A

 	
 Second
 Amended and Restated Standard Definitions

 
	
  

 	
  

 
	
 Schedule I

 	
 Schedule of
 Timeshare Loans

 
	
  

 	
  

 
	
 Schedule
 12.2(e)

 	
 Pending
 Litigation/Proceedings

 


vii





SECOND AMENDED AND RESTATED INDENTURE


                    This
SECOND AMENDED AND RESTATED INDENTURE, dated as of June 1, 2009 (this “Indenture”), is among BXG TIMESHARE TRUST
I, a statutory trust formed under the laws of the State of Delaware, as issuer
(the “Issuer”), BLUEGREEN CORPORATION
(“Bluegreen”), a Massachusetts
corporation, in its capacity as servicer (the “Servicer”), VACATION TRUST, INC., a Florida corporation, as
trustee under the Club Trust Agreement (the “Club
Trustee”), CONCORD SERVICING CORPORATION, an Arizona corporation, as
backup servicer (the “Backup Servicer”),
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture
trustee (the “Indenture Trustee”),
paying agent (the “Paying Agent”)
and as custodian (the “Custodian”)
and BRANCH BANKING AND TRUST COMPANY, a North Carolina corporation, as agent of
the Purchasers pursuant to the Note Funding Agreement (the “Agent”) and hereby amends and restates in
its entirety that certain amended and restated indenture, dated as of March 1,
2008, as amended by Omnibus Amendment No. 2, dated as of May 22, 2009, by and
among the parties hereto and the other parties named therein and as further
amended by Omnibus Amendment No. 3, dated as of June 25, 2009, by and among the
parties hereto and the other parties named therein (the “First Amended and Restated Indenture”),
among the parties hereto. 


RECITALS OF THE ISSUER


                    WHEREAS,
the parties hereto desire to amend and restate in its entirety the First
Amended and Restated Indenture as provided herein, and all actions required to
do so under the First Amended and Restated Indenture have been taken; 


                    WHEREAS,
the Issuer had duly authorized the execution and delivery of the First Amended
and Restated Indenture to provide for the issuance of five classes of variable
funding notes designated as the Timeshare Loan-Backed VFN Notes, Series I,
Class A (the “Amended Class A Notes”),
the Timeshare Loan-Backed VFN Notes, Series I, Class B (the “Amended Class B Notes”), the Timeshare
Loan-Backed VFN Notes, Series I, Class C (the “Amended Class C Notes”), the Timeshare Loan-Backed VFN Notes,
Series I, Class D (the “Amended Class D Notes”)
and the Timeshare Loan-Backed VFN Notes, Series I, Class E (the “Amended Class E Notes”, and together with
the Amended Class A Notes, the Amended Class B Notes, the Amended Class C Notes
and the Amended Class D Notes, the “Amended
Notes”); 


                    WHEREAS,
the Issuer has duly authorized (a) the execution and delivery of this Indenture
to provide for the issuance of five classes of variable funding notes
designated as the Timeshare Loan-Backed VFN Notes, Series I, Class A (the “Class A Notes”), the Timeshare Loan-Backed
VFN Notes, Series I, Class B (the “Class B
Notes”), the Timeshare Loan-Backed VFN Notes, Series I, Class C (the
“Class C Notes”), the Timeshare
Loan-Backed VFN Notes, Series I, Class D (the “Class D Notes”) and the Timeshare Loan-Backed VFN Notes,
Series I, Class E (the “Class E Notes”,
and together with the Class A Notes, the Class B Notes, the Class C Notes and
the Class D Notes, the “Notes”)
and (b) the exchange of the Amended Notes for the Notes; 


1





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


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


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



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


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


GRANTING CLAUSE


                    To
secure the payment of the principal of and interest on the Notes in accordance
with their terms, the payment of all of the sums payable under this Indenture
and the performance of the covenants contained in this Indenture, the Issuer
hereby Grants to the Indenture Trustee, for the benefit of the Noteholders, all
of the Issuer’s right, title and interest in and to the following whether now
owned or hereafter acquired and any and all benefits accruing to the Issuer
from, (i) all Timeshare Loans acquired by the Issuer from time to time pursuant
to the Sale Agreement, (ii) any Qualified Substitute Timeshare Loans, (iii) the
Receivables in respect of each Timeshare Loan due after the related Cut-Off
Date, (iv) the related Timeshare Loan Documents (excluding any rights as
developer or declarant under the Timeshare Declaration, the Timeshare Program
Consumer Documents or the Timeshare Program Governing Documents), (v) all
Related Security in respect of each Timeshare Loan, (vi) all rights and
remedies under the Purchase Agreement, the Sale Agreement, the Lockbox
Agreement, the Backup Servicing Agreement, the Administration Agreement, the
Custodial Agreement or any Hedge Agreement, (vii) all amounts in or to be
deposited to the Lockbox Account, the Collection Account, the Credit Card
Account and the General Reserve Account, and (viii) proceeds of the foregoing
(including, without limitation, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds (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 


2





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 (a) that in the event the conveyance of
the Timeshare Loans by the Depositor to the Issuer pursuant to the Sale
Agreement is determined to constitute a loan and not a sale as it is intended
by all the parties hereto, the Custodian will be 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; and (b) receipt of the
Amended Notes in connection with the authentication and delivery of the Notes. 


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 “Second Amended and Restated Standard
Definitions” attached hereto as Annex A. 


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


3





          SECTION
1.2. Compliance Certificates and Opinions. 


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


          SECTION
1.3. Form of Documents Delivered to Indenture Trustee. 


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


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


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


                    Wherever
in this Indenture, in connection with any application or certificate or report
to the Indenture Trustee, it is provided that the Issuer shall deliver any
document as a condition of the granting of such application, or as evidence of
compliance with any term hereof, it is intended that the truth and accuracy, at
the time of the granting of such application or at the 


4







effective date of such certificate or report (as the case may be), of
the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee’s right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Section 7.1(b) hereof. 


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


          SECTION
1.4. Acts of Noteholders, etc. 


                    (a)
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Indenture Trustee and, where it is hereby expressly required, to the Issuer.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 7.1 hereof) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section 1.4. 


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


                    (c)
Any request, demand, authorization, direction, notice, consent, waiver or other
Act of the holder of any Note shall bind every future holder of the same Note
and the 


5





holder of every Note issued upon the registration of transfer thereof
or in exchange therefore or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Indenture Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such
Note. 


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


          SECTION
1.5. Notice to Noteholders; Waiver. 


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


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


          SECTION
1.6. Effect of Headings and Table of Contents. 


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


          SECTION
1.7. Successors and Assigns. 


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


6





          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. 


          SECTION
1.11. Inspection. 


                    The
Issuer agrees that, on ten Business Days’ prior notice (or, one Business Day’s
prior notice after the occurrence and during the occurrence of an Event of
Default or a Servicer Event of Default), it will permit the representatives of
the Indenture Trustee or any Noteholder, during the Issuer’s normal business
hours, to examine all of the books of account, records, reports and other
papers of the Issuer, to make copies thereof and extracts therefrom, and to
discuss its affairs, finances and accounts with its designated officers,
employees and independent accountants in the presence of such designated
officers and employees (and by this provision the Issuer hereby authorizes its
independent accountants to discuss with such representatives such affairs,
finances and accounts), all at such reasonable times and as often as may be
reasonably requested for the purpose of reviewing or evaluating the financial
condition or affairs of the Issuer or the performance of and compliance with
the covenants and undertakings of the Issuer and the Servicer in this Indenture
or any of the other documents referred to herein or therein. Any reasonable
expense incident to the exercise by the Indenture Trustee at any time or any
Noteholder during the continuance of any Default or Event of Default, of any
right under this Section 1.11 shall be borne by the Issuer and distributed in
accordance with Section 3.4 or 


7







Section 6.6, 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.


          SECTION
1.13. Effective Date.


                    This
Indenture shall be effective as of the Amendment Date.


ARTICLE II.


THE NOTES


          SECTION
2.1. General Provisions.


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


                    (b)
Maximum Outstanding Note Balance and Denominations. The Outstanding Note
Balance of the Class A Notes, the Class B Notes, the Class C Notes, the Class D
Notes and the Class E Notes shall not exceed the Maximum Outstanding Class A
Note Balance, the Maximum Outstanding Class B Note Balance, the Maximum
Outstanding Class C Note Balance, the Maximum Outstanding Class D Note Balance
and the Maximum Outstanding Class E Note Balance, respectively. The Notes shall
be issuable only as registered Notes, without interest coupons, in the
denominations of at least $50,000 and in integral multiples of $1,000; provided,
however, that the foregoing shall not restrict or prevent the transfer
in accordance with Section 2.4 hereof of any Note with a remaining Outstanding
Note Balance of less than $50,000.


                    (c)
Execution, Authentication, Delivery and Dating. The Amended Notes are
hereby exchanged for the Notes. For the avoidance of doubt, the indebtedness
evidenced by the Amended Notes remains outstanding and is consolidated with the
indebtedness evidenced by the Notes. The Notes shall be manually executed by an
Authorized Officer of the Owner Trustee on behalf of the Issuer. Any Note
bearing the signature of an individual who was at the time of execution thereof
an Authorized Officer of the Owner Trustee on behalf of the Issuer shall bind
the Issuer, notwithstanding that such individual ceases to hold such office
prior to the authentication and delivery of such Note or did not hold such
office at the date of such Note. No Note shall be entitled to any benefit under
this Indenture or be valid or obligatory for any


8






purpose unless there appears on such Note a certificate of
authentication substantially in the form set forth in Exhibit A hereto,
executed by the Indenture Trustee by manual signature, and such certificate
upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder. Each Note shall be
dated the date of its authentication. The Notes may from time to time be
executed by the Issuer and delivered to the Indenture Trustee for
authentication together with an Issuer Order to the Indenture Trustee directing
the authentication and delivery of such Notes and thereupon the same shall be
authenticated and delivered by the Indenture Trustee in accordance with such
Issuer Order.


          SECTION
2.2. Definitive Notes. 


                    The
Notes shall be issued in definitive form only.


          SECTION
2.3. [RESERVED]


          SECTION
2.4. Registration, Transfer and Exchange of Notes.


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


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


                    (c)
The issuance of the Notes will not be registered or qualified under the
Securities Act or the securities laws of any state. No resale or transfer of
any Note may be made unless such resale or transfer is made in accordance with
this Indenture and only if (i) in the United States to a person whom the
transferor reasonably believes is a “qualified institutional buyer” (as defined
in Rule 144A) that is purchasing for its own account or for the account of a


9






qualified institutional buyer in a transaction meeting the requirements
of Rule 144A as certified by the transferee (other than the Agent) in a letter
in the form of Exhibit B hereto, (ii) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 (if available) or
(iii) pursuant to an effective registration statement under the Securities Act,
in each of cases (i) through (iii) in accordance with any applicable securities
laws of any state of the United States. Each transferee and each subsequent
transferee will be required to notify any subsequent purchaser of such Notes
from it of the resale restrictions described herein. None of the Issuer, the
Servicer or the Indenture Trustee is obligated to register or qualify the Notes
under the Securities Act or any other securities law or to take any action not
otherwise required under this Indenture to permit the transfer of any Note
without registration.


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


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


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


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


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


10






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


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


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


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


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


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


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


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


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


                    (a)
Any installment of interest or principal, payable on any Note that is punctually
paid or duly provided for by or on behalf of the Issuer on the applicable
Payment Date shall be paid to the Person in whose name such Note was registered
at the close of business on the Record Date for such Payment Date by check
mailed to the address specified in the Note Register (or, if the Noteholder is
the Agent, at such addresses as the Agent shall specify in


11






writing), or if a Noteholder has provided wire transfer instructions to
the Indenture Trustee at least five Business Days prior to the applicable
Payment Date, upon the request of a Noteholder, by wire transfer of federal
funds to the accounts and numbers specified in the Note Register (or, if the
Noteholder is the Agent, at such accounts and numbers as the Agent shall
specify in writing), in each case on such Record Date for such Person.


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


          SECTION
2.7. Persons Deemed Owners.


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


          SECTION
2.8. Cancellation.


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


12






          SECTION
2.10. Treasury Notes.


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


          SECTION
2.11. [RESERVED].


          SECTION
2.12. Confidentiality.


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


ARTICLE III.


ACCOUNTS; COLLECTION AND

APPLICATION OF MONEYS; REPORTS


          SECTION
3.1. Trust Accounts; Investments by Indenture Trustee.


                    (a)
The Indenture Trustee has established in the name of the Indenture Trustee for
the benefit of the Noteholders as provided in this Indenture, the Trust
Accounts, which accounts (other than the Lockbox Account and the Credit Card
Account) are Eligible Bank Accounts maintained at the Corporate Trust Office.


                    Subject
to the further provisions of this Section 3.1(a), the Indenture Trustee shall,
upon receipt or upon transfer from another account, as the case may be, deposit
into such Trust Accounts all amounts received by it which are required to be
deposited therein in accordance


13






with the provisions of this Indenture. All such amounts and all investments
made with such amounts, including all income and other gain from such
investments, shall be held by the Indenture Trustee in such accounts as part of
the Trust Estate as herein provided, subject to withdrawal by the Indenture
Trustee in accordance with, and for the purposes specified in the provisions
of, this Indenture.


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


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


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


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


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


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





14






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


          SECTION
3.2. Establishment and Administration of the Trust Accounts.


                    (a)
Collection Account. The Issuer hereby directs and the Indenture Trustee
hereby agrees to continue to maintain an account (the “Collection Account”) for the
benefit of the Noteholders. The Collection Account is an Eligible Bank Account
initially established at the corporate trust department of the Indenture
Trustee, bearing the following designation “BXG Timeshare Trust I, Timeshare
Loan-Backed VFN Notes, Series I — Collection Account, U.S. Bank National
Association, as Indenture Trustee for the benefit of the Noteholders”. The
Indenture Trustee on behalf of the Noteholders shall possess all right, title
and interest in all funds on deposit from time to time in the Collection
Account and in all proceeds thereof. The Collection Account shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Noteholders as their interests appear in the Trust Estate. If, at any time, the
Collection Account ceases to be an Eligible Bank Account, the Indenture Trustee
shall within two Business Days establish a new Collection Account which shall
be an Eligible Bank Account, transfer any cash and/or any investments to such
new Collection Account, and from the date such new Collection Account is
established, it shall be the “Collection Account”. The Indenture Trustee agrees
to immediately deposit any amounts received by it into the Collection Account.
Amounts on deposit in the Collection Account shall be invested in accordance
with Section 3.1 hereof. Withdrawals and payments from the Collection Account
will be made on each Payment Date as provided in Section 3.4 or Section 6.6
hereof, as applicable. The Indenture Trustee, at the written direction of the
Servicer, shall withdraw (no more than once per calendar week) from the
Collection Account and return to the Servicer or as directed by the Servicer,
any amounts which (i) were mistakenly deposited in the Collection Account,
including, without limitation, amounts representing Misdirected Payments and
(ii) represent Additional Servicing Compensation. The Indenture Trustee may
conclusively rely on such written direction. 


                    (b)
General Reserve Account. The Issuer hereby directs and the Indenture
Trustee hereby agrees to continue to maintain an account (the “General
Reserve Account”) for the benefit of the Noteholders. The General
Reserve Account is an Eligible Bank Account initially established at the
corporate trust department of the Indenture Trustee, bearing the following
designation “BXG Timeshare Trust I, Timeshare Loan-Backed VFN Notes, Series I —
General Reserve Account, U.S. Bank National Association, as Indenture Trustee
for the benefit of the Noteholders”. The Indenture Trustee on behalf of the
Noteholders shall possess all right, title and interest in all funds on deposit
from time to time in the General Reserve Account and in all proceeds thereof.
The General Reserve Account shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Noteholders as their interests appear
in the Trust Estate. If, at any time, the General Reserve Account ceases to be
an Eligible Bank Account, the Indenture Trustee shall within two Business Days
establish a new General Reserve Account


15






which shall be an Eligible Bank Account, transfer any cash and/or any
investments to such new General Reserve Account and from the date such new
General Reserve Account is established, it shall be the “General Reserve
Account”. Amounts on deposit in the General Reserve Account shall be invested
in accordance with Section 3.1 hereof. Deposits to the General Reserve Account
shall be made in accordance with Section 3.4 hereof. Withdrawals and payments
from the General Reserve Account shall be made in the following manner:


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (iii) Stated
 Maturity or Payment in Full. On the earlier to occur of the Stated
 Maturity and the Payment Date on which the Outstanding Note Balance of all
 Classes of Notes will be reduced to zero, the Indenture Trustee shall withdraw
 all amounts on deposit in the General Reserve Account and shall deposit such
 amounts to the Collection Account for distribution in accordance with Section
 3.4 or Section 6.6, as applicable.





          SECTION
3.3. [Reserved]. 


          SECTION
3.4. Distributions.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





16






	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (vi) to
 the Trust Owner, the Trust Owner Fee, if due, plus any accrued and unpaid
 Trust Owner Fees with respect to prior Payment Dates;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (viii) 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);


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (xx) to
 the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the
 Class D Noteholders and the Class E Noteholders, to the extent 





17






	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (xxiii)
 any amounts due and payable by the Issuer under the Transaction Documents,
 but not paid above (including, but not limited to, amounts owed by the Issuer
 in respect of its indemnification obligations);


	
 

	
 


	
 

	
          (xxiv)
 pro rata, to each of the Class A Noteholders, Class B Noteholders, Class C
 Noteholders, Class D Noteholders and Class E Noteholders, 50% of any
 remaining Available Funds as a distribution of principal on such Notes; and


	
 

	
 


	
 

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





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


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


          SECTION
3.5. Reports to Noteholders.


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


                    The
Indenture Trustee may make available to the Noteholders and the Agent, via the
Indenture Trustee’s internet website, the Monthly Servicer Report available
each month and,


18






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


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


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


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


          SECTION
3.6. [RESERVED]. 


          SECTION
3.7. Withholding Taxes. 


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


ARTICLE IV.


THE TRUST ESTATE


          SECTION
4.1. Acceptance by Indenture Trustee.


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


19






or prior to each Funding Date, the Issuer will deliver or cause to be
delivered to the Servicer, the Timeshare Loan Servicing Files, for all related
Timeshare Loans or Qualified Substitute Timeshare Loans to be conveyed on such
Funding Date. 


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          SECTION
4.2. Acquisition of Timeshare Loans.


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


          SECTION
4.3. [RESERVED]. 


          SECTION
4.4. Tax Treatment.


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


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


20






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


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


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


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


          SECTION
4.6. Substitution and Repurchase of Timeshare Loans.


                    (a)
Mandatory Substitution and Repurchase of Timeshare Loans for Breach of
Representation or Warranty. If at any time, any party hereto obtains
knowledge, discovers, or is notified by any other party hereto, that any of the
representations and warranties of the Depositor in the Sale Agreement were
incorrect at the time such representations and warranties were made, then the
party discovering such defect, omission, or circumstance shall promptly notify
the other


21






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


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


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


22






provided, however, that the option to
repurchase a Defaulted Timeshare Loan or to substitute one or more Qualified
Substitute Timeshare Loans for a Defaulted Timeshare Loan is limited on any
date to the Optional Purchase Limit and the Optional Substitution Limit,
respectively. The Club Originator, as designee of the Depositor, shall purchase
or substitute Defaulted Timeshare Loans as provided herein and the Club
Originator shall deposit the related Repurchase Price and Substitution
Shortfall Amounts, if any, in the Collection Account as set forth in Section
4.6(d) hereof. The Club Originator, may irrevocably waive the Club Originator’s
option to purchase or substitute a Defaulted Timeshare Loan by delivering or
causing to be delivered to the Indenture Trustee a Waiver Letter in the form of
Exhibit G attached hereto.


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


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


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


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


          SECTION
4.7. Release of Lien.


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


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


23






                    
(c) In connection with (a) and (b) above, the Issuer and Indenture Trustee will
execute and deliver such releases, endorsements and assignments as are provided
to it by the Depositor, in each case, without recourse, representation or
warranty, as shall be necessary to vest in the Depositor or its designee, the
legal and beneficial ownership of each Timeshare Loan being released pursuant
to this Section 4.7. The Servicer shall deliver a Request for Release to the
Custodian with respect to the related Timeshare Loan Files and Timeshare Loan
Servicing Files being released pursuant to this Section 4.7, and such files
shall be transferred to the Depositor or its designee.


          SECTION 4.8.
Appointment of Custodian and Paying Agent.


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


                    (b)
The Issuer has appointed 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.


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 has appointed Bluegreen as the initial Servicer hereunder. The Servicer
shall service and administer the Timeshare Loans and perform all of its duties
hereunder in accordance with the Servicing Standard. 


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


          SECTION
5.2. Payments on the Timeshare Loans.


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


24






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.


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


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


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


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


          SECTION
5.3. Duties and Responsibilities of the Servicer.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





25






	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (viii)
 use reasonable best efforts to enforce the purchase and substitution
 obligations of the Club Originator under the Purchase Agreement and the
 Depositor 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 1% of the
 Aggregate Initial Loan Balance;


	
 

	
 


	
 

	
          (x) work
 with Obligors in connection with any transfer of ownership of a Timeshare
 Property by an Obligor to another Person (to the extent permitted), whereby
 the Servicer may, 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; 





26






	
 

	
 


	
 

	
          (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 4.7 hereof, the Servicer shall,
 in accordance with the Servicing Standard, promptly institute collection
 procedures, which may include, but is not limited to, cancellation,
 forfeiture, termination or foreclosure proceedings or obtaining a
 deed-in-lieu of foreclosure (each, a “Foreclosure Property”). Upon the
 Timeshare Property becoming a Foreclosure Property, the Servicer shall cause
 the Remarketing Agent to promptly attempt to remarket such Foreclosure
 Property in accordance with and pursuant to the Remarketing Agreement. The
 Remarketing Fees due under the Remarketing Agreement shall constitute
 Liquidation Expenses and upon reimbursement to the Servicer shall be paid by
 the Servicer to the Remarketing Agent.





                    (b)
The Servicer 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. The Agent may, at any time direct the Indenture Trustee to
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 Agent, the Servicer shall not provide
any contrary instruction to the Lockbox Bank with respect to the Credit Card
Account. 


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


                    (d)
For so long as Bluegreen or any of its Affiliates controls the Resorts, the
manager, related management contract and master marketing and sale contract (if
applicable) for each Resort at all times shall be reasonably satisfactory to
the Noteholders representing a majority of the Outstanding Note Balance of each
Class of Notes. 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,
(i) if an amendment or modification to the related management contract and
master marketing and sale contract materially and adversely affects the
Noteholders, then it may only be amended or modified with the prior written
consent of the Noteholders representing a majority of


27






the Outstanding Note Balance of each Class of Notes, which consent
shall not be unreasonably withheld or delayed and (ii) if an amendment or
modification to the related management contract and master marketing and sale
contract does not materially and adversely affect the Noteholders, Bluegreen
shall send a copy of such amendment or modification to the Agent with the
Monthly Report to be delivered subsequent to the effective date of such
amendment or modification.


                    (e)
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.


                    (f)
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.


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


                    (h)
The Servicer shall comply in all material respects with the Collection Policy
and the Credit Policy attached hereto as Exhibit J and Exhibit K, respectively,
in regard to each Timeshare Loan. The Servicer shall (i) notify the Agent ten
days prior to any material amendment or change to the Collection Policy or the
Credit Policy and (ii) obtain the Agent’s


28






prior written consent (which consent will not be unreasonably withheld
or delayed) if such amendment or change has a material and adverse affect on
the Noteholders; provided, that the Servicer may immediately implement any
changes (and provide notice to the Agent subsequent thereto) as may be required
under applicable law from time to time upon the reasonable determination of the
Servicer; and provided, further, that the Servicer shall deliver a copy of any
non-material amendments or changes to the Collection Policy or the Credit
Policy to the Agent with the Monthly Report to be delivered subsequent to the
effective date of such amendments or changes. 


                    (i)
The Servicer shall comply in all material respects with the terms of the
Timeshare Loans.


                    (j)
In connection with the Servicer’s duties under (vii) and (xiii) of subsection
(a) above, the Servicer will undertake such duties in the ordinary course in a
manner similar and consistent with (or better than) the manner in which the
Servicer performs any such duties with respect to Timeshare Loans owned by it
or its Affiliates.


          SECTION
5.4. Servicer Events of Default.


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


                    (b)
Replacement of Servicer. From and after the receipt by the Servicer of such
written termination notice or the resignation of the Servicer pursuant to
Section 5.10 hereof, all authority and power of the Servicer under this
Indenture, whether with respect to the Timeshare Loans or otherwise, shall,
pass to and be vested in the Indenture Trustee, and the Indenture Trustee shall
be the successor Servicer hereunder and the duties and obligations of the
Servicer shall terminate. The Servicer shall perform such actions as are
reasonably necessary to assist the Indenture Trustee and the Backup Servicer in
such transfer. If the Servicer fails to undertake such action as is reasonably
necessary to effectuate such a transfer, the Indenture Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the
expense of the Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things reasonably necessary to effect the purposes of such notice of
termination. The Servicer agrees that if it is terminated pursuant to this
Section 5.4, it shall promptly (and, in any event, no later than five Business
Days subsequent to its receipt of the notice of termination from the Indenture
Trustee) provide the Indenture Trustee, the Backup Servicer or their respective
designees (with reasonable costs being borne by the Servicer) with all
documents and records (including, without limitation, those in electronic form)
reasonably requested by it to enable the Indenture Trustee to assume the
Servicer’s functions hereunder and for the Backup Servicer to assume the
functions required by the Backup Servicing Agreement, and the Servicer shall
cooperate with the Indenture Trustee in effecting the


29






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 a majority of the
Outstanding Note Balance of each Class of Notes. Notwithstanding anything
herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be
liable for any Servicing Fee or for any differential in the amount of the
Servicing Fee paid hereunder and the amount necessary to induce any successor
Servicer to assume the obligations of Servicer under this Indenture.


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


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


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


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


30






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


          SECTION
5.5. Accountings; Statements and Reports.


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


                    (b)
Certification as to Compliance. The Servicer shall deliver to the
Issuer, the Indenture Trustee and the Agent, an Officer’s Certificate on or
before April 30 of each year commencing in 2010: (x) to the effect that a
review of the activities of the Servicer during the preceding calendar year,
and of its performance under this Indenture during such period has been made
under the supervision of the officers executing such Officer’s Certificate with
a view to determining whether during such period, to the best of such officer’s
knowledge, the Servicer had performed and observed all of its obligations under
this Indenture, and (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 April 30 of each year
commencing in 2010, the Servicer shall (i) cause a firm of independent public
accountants to furnish a certificate or statement (and the Servicer shall
provide a copy of such certificate or statement to the Issuer, the Indenture
Trustee and the 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


31






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. The Agent shall agree (prior to the
delivery of any report) to the procedures to be performed by independent public
accountants in any of the reports required to be prepared pursuant to this
Section 5.5(c).


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


                    (e)
Quarterly Financial Reports.
Within 45 days after the end of each of Servicer’s (provided the Servicer is
Bluegreen or an Affiliate thereof) first three fiscal calendar periods each
year (or, if later, that date by which Bluegreen is required to file financial
statements with the Securities and Exchange Commission), the Servicer shall
deliver to the Agent, unaudited financial statements of Servicer (provided the
Servicer is Bluegreen or an Affiliate thereof) certified by its chief financial
officer as well as, to the extent requested by the Agent and available to
Servicer (provided the Servicer is Bluegreen or an Affiliate thereof),
unaudited bi-annual financial statements of the Association managed by the Club
Managing Entity.


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


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


32








          SECTION
5.6. Records.


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


          SECTION
5.7. Fidelity Bond and Errors and Omissions Insurance. 


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


          SECTION
5.8. Merger or Consolidation of the Servicer. 


                    (a)
The Servicer shall promptly provide written notice to the Indenture Trustee and
the Agent 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 


33






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. 


          SECTION
5.9. Sub-Servicing.


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


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


          SECTION
5.10. Servicer Resignation. 


                    The
Servicer shall not resign from the duties and obligations hereby imposed on it
under this Indenture unless and until (i) a successor servicer, acceptable to
the Issuer, the Indenture Trustee and the Noteholders representing a majority
of the Outstanding Note Balance of each Class of Notes, enters into an
agreement in form and substance satisfactory to the Indenture Trustee and the
Noteholders representing a majority of the Outstanding Note Balance of each
Class of Notes, which contains an assumption by such successor servicer of the
due and punctual performance and observance of each covenant and condition to
be performed or observed by the Servicer under this Indenture from and after
the date of assumption, and (ii) the Issuer, the Indenture Trustee and
Noteholders representing a majority of the Outstanding Note Balance of each
Class of Notes consent to the assumption of the duties, obligations and
liabilities of this Indenture by such successor Servicer. Upon such
resignation, the Servicer shall comply with Section 5.4(b) hereunder. 


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


34






the exercise by the Indenture Trustee of any right or remedy under this
Indenture or the enforcement by the Indenture Trustee of any provision of this
Indenture. 


          SECTION
5.11. Fees and Expenses. 


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


          SECTION
5.12. Access to Certain Documentation. 


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


          SECTION
5.13. No Offset.


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


          SECTION
5.14. Account Statements. 


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


          SECTION
5.15. Indemnification; Third Party Claim. 


                    The
Servicer agrees to indemnify the Issuer, the Indenture Trustee and the
Noteholders from and against any and all actual damages (excluding economic
losses related to 


35






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


          SECTION
5.16. Backup Servicer. 


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


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


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


36






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


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


          SECTION
5.18. Recordation. The Servicer agrees to cause all evidences of
recordation of the original Mortgage to be delivered to the Custodian to be
held as part of the Timeshare Loan Files. Upon the direction of the
Noteholders, the Indenture Trustee shall cause either the Custodian or a third
party appointed by the Indenture Trustee to complete the assignments of
mortgage and (at the Servicer’s expense) record such assignments of mortgage in
all appropriate jurisdictions. 


ARTICLE VI.


EVENTS OF DEFAULT; REMEDIES


          SECTION
6.1. [RESERVED]. 


          SECTION
6.2. Acceleration of Maturity; Rescission and Annulment. 


                    (a) Upon the occurrence and continuance of an Event of Default, if (i)
such Event of Default of the kind specified in subparagraph (d) or (e) of the
definition of Event of Default occurs or (ii) an Event of Default of the kind
specified in subparagraph (a) of the definition of Event of Default occurs and
either (x) the Agent has, in its good faith judgment, determined that the value
of the assets comprising the Trust Estate is less than the Aggregate
Outstanding Note Balance or (y) such Event of Default continues for two
consecutive Payment 


37






Dates, then each Class of Notes shall automatically become due and
payable at its Outstanding Note Balance together with all accrued and unpaid
interest thereon. 


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


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


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


                    
(e) At any time after such a declaration of acceleration has been made but
before a judgment or decree for payment of the money due has been obtained by
the Indenture Trustee as hereinafter in this Article VI provided, the
Noteholders representing a majority of the Outstanding Note Balance of the most
senior Class Outstanding (and, if the consent of another Class shall have been
required for such declaration, Noteholders representing a majority of the
Outstanding Note Balance of such Class) by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences
if: 


	
 

	
 


	
 

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








	
 

	
 

	
 


	
 

	
(1)

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



	
 


	
 

	
(2)

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





38






	
 

	
 

	
 


	
 

	
(3)

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








	
 

	
 


	
 

	
     and


	
 

	
 


	
 

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





                    (f)
An automatic acceleration under Section 6.2(a) hereof may only be rescinded and
annulled by Noteholders representing a majority of the Outstanding Note Balance
of each Class of Notes then Outstanding. 


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


          SECTION
6.3. Remedies. 


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


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


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


                    (d)
Subject to the provisions set forth herein, if an Event of Default occurs and
is continuing, the Indenture Trustee may, in its discretion, and at the
instruction of the Noteholders representing a majority of the Outstanding Note
Balance of each Class of Notes shall, proceed to protect and enforce its rights
and the rights of the Noteholders by such appropriate judicial or other
proceedings as the Indenture Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant
or


39






agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy. The Indenture Trustee
shall notify the Issuer, the Agent, the Servicer and the Noteholders of any
such action. 


                    (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 Outstanding Note Balance of
each Class of Notes that such Persons approve of or request the liquidation of
the Trust Estate, the Indenture Trustee shall to the extent lawful, promptly
sell, dispose of or otherwise liquidate all of the Trust Estate in a
commercially reasonable manner and on commercially reasonable terms, which
shall include the solicitation of competitive bids from third parties including
any Noteholder (other than Bluegreen or any Affiliates thereof), such bids to
be approved by the Noteholders representing a majority of the Outstanding Note
Balance of each Class of Notes. The Indenture Trustee may obtain a prior
determination from any conservator, receiver or liquidator of the Issuer that
the terms and manner of any proposed sale, disposition or liquidation are
commercially reasonable. Notwithstanding anything to the contrary herein,
unless such bidding has been approved in advance by a majority of the
Noteholders, neither Bluegreen nor any of its Affiliates may make a bid in
connection with the disposition of the Timeshare Loans in accordance with this
Section 6.3(e). 


          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 


40






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


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


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


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


          SECTION
6.6. Application of Money Collected. 


                    (a)
If a Payment Default Event shall have occurred and the Indenture Trustee has
not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any
money collected by the Indenture Trustee in respect of the Trust Estate and any
other money that may be held thereafter by the Indenture Trustee as security
for the Notes, including, without limitation, the amounts on deposit in the
General Reserve Account, shall be applied in the following order on each
Payment Date: 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (vi) to the Trust
Owner, any accrued and unpaid Trust Owner Fees; 





41






	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (xxii)
any amounts due and payable by the Issuer under the Transaction Documents,
but not paid above (including, but not limited to, amounts owed by the Issuer
in respect of its indemnification obligations); and 


	
 

	
 


	
 

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





42






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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (vi) to
the Trust Owner, any accrued and unpaid Trust Owner Fees;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





43






	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (xxi)
any amounts due and payable by the Issuer under the Transaction Documents,
but not paid above (including, but not limited to, amounts owed by the Issuer
in respect of its indemnification obligations); and 


	
 

	
 


	
 

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





          SECTION
6.7. Limitation on Suits. 


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


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


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


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



                   
(d) no direction inconsistent with such written request has been given to the
Indenture Trustee during such 30-day period by the Noteholders representing a
majority of the Outstanding Note Balance of each Class of Notes Outstanding; 


it being understood and intended that no one or more of such
Noteholders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Noteholders, or to obtain or to seek to obtain priority
or preference over any other Noteholders or to enforce any right under this
Indenture, except in the manner herein provided and for the ratable benefit of
all such Noteholders. It is further understood and intended that so long as any
portion of the Notes remains Outstanding, the Servicer shall not have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture (other than for the enforcement of Section 3.4 hereof) or for the
appointment of a receiver or trustee (including without limitation a proceeding
under the Bankruptcy Code), or for 


44






any other remedy hereunder. Nothing in this Section 6.7 shall be
construed as limiting the rights of otherwise qualified Noteholders to petition
a court for the removal of a Indenture Trustee pursuant to Section 7.8 hereof. 


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



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


          SECTION
6.9. Restoration of Rights and Remedies. 


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


          SECTION
6.10. Rights and Remedies Cumulative. 


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


          SECTION
6.11. Delay or Omission Not Waiver. 


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


          SECTION 6.12.
Control by Agent. 


                    Until such time as the conditions specified in Sections 11.1(a)(i) and
(ii) hereof have been satisfied in full, the Agent shall have the right to
either direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or directly 


45






exercise any trust or power conferred on the Indenture Trustee, with
respect to the Notes. The parties to this Indenture acknowledge and agree to
the foregoing. Notwithstanding the foregoing, if the Agent shall elect to
direct the Indenture Trustee rather than directly exercising such rights: 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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






          SECTION
6.13. Waiver of Events of Default. 


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


          SECTION
6.14. Undertaking for Costs. 


                    All
parties to this Indenture agree (and each Noteholder of any Note by its
acceptance thereof shall be deemed to have agreed) that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Indenture Trustee for any
action taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.14 shall not 


46






apply to (i) any suit instituted by the Indenture Trustee, (ii) to any
suit instituted by any Noteholder, or group of Noteholders representing a
majority of the Outstanding Note Balance of each Class of Notes Outstanding, or
(iii) to any suit instituted by any Noteholder for the enforcement of the
payment of the principal of or interest on any Note on or after the maturities
for such payments, including the Stated Maturity, as applicable. 


          SECTION
6.15. Waiver of Stay or Extension Laws. 


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


          SECTION
6.16. Sale of Trust Estate. 


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


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


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


	
 

	
 


	
 

	
          (i) any
one or more Noteholders (other than Bluegreen or any Affiliates thereof
unless consented to by a majority of the 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 (other than Bluegreen or any
Affiliates thereof) may, in paying the purchase money therefor, deliver in
lieu of cash any Outstanding Notes or claims for interest thereon for credit
in the amount that shall, upon distribution of the net proceeds of such sale,
be payable thereon, and the Notes, in case the amounts so payable thereon
shall be less than the amount due thereon, shall be returned to the
Noteholders after being appropriately stamped to show such partial payment; 


	
 

	
 


	
 

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





47






	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (vi) none of Bluegreen or its Affiliates
may bid for and purchase the Timeshare Loans offered for sale by the
Indenture Trustee in Section 6.16(c)(i) hereof, unless consented to by a
majority of the Noteholders. 





          SECTION
6.17. Action on Notes. 


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


          SECTION
6.18. Performance and Enforcement of Certain Obligations. 


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


48






ARTICLE VII.


THE INDENTURE TRUSTEE


          SECTION
7.1. Certain Duties. 


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


                    
(b) In the absence of bad faith on its part, the Indenture Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Indenture Trustee and conforming to the requirements of this Indenture; but in
the case of any such certificates or opinions which by any 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 





49






	
 

	
 


	
 

	
          (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. 


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


          SECTION
7.2. Notice of Events of Default. 


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


          SECTION
7.3. Certain Matters Affecting the Indenture Trustee. 


             
       Subject
to the provisions of Section 7.1 hereof: 


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


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


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


50






                    
(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 a majority of the
Outstanding Note Balance of each Class of Notes; provided, however, that if the
payment within a reasonable time to the Indenture Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the reasonable opinion of the Indenture Trustee, not
reasonably assured to the Indenture Trustee by the security afforded to it by
the terms of this Indenture, the Indenture Trustee may require reasonable
indemnity against such cost, expense or liability as a condition to so
proceeding. The reasonable expense of every such examination shall be paid by
the Servicer or, if paid by the Indenture Trustee, shall be reimbursed by the
Servicer upon demand; 


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


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


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


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


                    
(b) The Indenture Trustee (in its capacity as Indenture Trustee) shall have no
responsibility or liability for or with respect to the validity of any security
interest in any property securing a Timeshare Loan; the existence or validity
of any Timeshare Loan, the validity of the assignment of any Timeshare Loan to
the Trust Estate or of any intervening assignment; the review of any Timeshare
Loan, any Timeshare Loan File, the completeness of any Timeshare Loan File, the
receipt by the Custodian of any Timeshare Loan or Timeshare Loan File (it being
understood that the Indenture Trustee has not reviewed and does not intend to 


51






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. 


          SECTION
7.6. Indenture Trustee’s Fees and Expenses.


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


          SECTION
7.7. Eligibility Requirements for Indenture Trustee. 


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


          SECTION
7.8. Resignation or Removal of Indenture Trustee.


                    (a)
The Indenture Trustee may at any time resign and be discharged with respect to
the Notes by giving 60 days’ written notice thereof to the Servicer and the
Issuer. Upon receiving such notice of resignation, the Issuer shall promptly
appoint a successor Indenture Trustee not objected to by Noteholders
representing a majority of the Outstanding Note Balance of each Class of Notes
within 30 days after prior written notice, by written instrument, in
sextuplicate, one counterpart of which instrument shall be delivered to each of
the Issuer, the Servicer, the Agent, the Noteholders, the successor Indenture
Trustee and the predecessor Indenture Trustee. If no successor Indenture
Trustee shall have been so appointed


52









and have accepted appointment within 60 days after the giving of such
notice of resignation, the resigning Indenture Trustee may petition any court
of competent jurisdiction for the appointment of a successor Indenture Trustee.


                    (b)
If at any time the Indenture Trustee shall cease to be eligible in accordance
with the provisions of Section 7.7 hereof and shall fail to resign after
written request therefor by the Issuer, or if at any time the Indenture Trustee
shall be legally unable to act, fails to perform in any material respect its
obligations under this Indenture, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Indenture Trustee or of its property shall be appointed,
or any 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 a majority of the
Outstanding Note Balance of each Class of Notes may direct the Issuer to remove
the Indenture Trustee. If it removes the Indenture Trustee under the authority
of the immediately preceding sentence, the Issuer shall promptly appoint a
successor Indenture Trustee not objected to by Noteholders representing a
majority of the Outstanding Note Balance of each Class of Notes, within 30 days
after prior written notice, by written instrument, in sextuplicate, one
counterpart of which instrument shall be delivered to each of the Issuer, the
Servicer, the Noteholders, the Agent, the successor Indenture Trustee and the
predecessor Indenture Trustee.


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


          SECTION
7.9. Successor Indenture Trustee. 


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


                    (b)
In case of the appointment hereunder of a successor Indenture Trustee with
respect to the Notes, the Issuer, the retiring Indenture Trustee and each
successor Indenture Trustee with respect to the Notes shall execute and deliver
an indenture supplemental hereto wherein each successor Indenture Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Indenture Trustee all the rights, powers, trusts and duties of the
retiring


53






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


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


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


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


          SECTION
7.10. Merger or Consolidation of Indenture Trustee.


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




54






          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 a
majority of the Outstanding Note Balance of each Class of Notes, by an
instrument in writing signed by it or them, may appoint, at the reasonable
expense of the Issuer and the Servicer, one or more individuals or corporations
to act as separate trustee or separate trustees or co-trustee, acting jointly
with the Indenture Trustee, of all or any part of the Trust Estate, to the full
extent that local law makes it necessary for such separate trustee or separate
trustees or co-trustee acting jointly with the Indenture Trustee to act.
Notwithstanding the appointment of any separate or co-trustee, the Indenture
Trustee shall remain obligated and liable for the obligations of the Indenture
Trustee under this Indenture.


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


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


                    (d)
Every additional trustee and separate trustee hereunder shall, to the extent
permitted by law, be appointed and act and the Indenture Trustee shall act,
subject to the following provisions and conditions: (i) all powers, duties and
obligations and rights conferred upon the Indenture Trustee in respect of the
receipt, custody, investment and payment of monies shall be exercised solely by
the Indenture Trustee; (ii) all other rights, powers, duties and obligations
conferred or imposed upon the Indenture Trustee shall be conferred or imposed
and exercised or performed by the Indenture Trustee and such additional trustee
or trustees and


55






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.


                    (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 has authorized and directed 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 is titled as follows “U.S. Bank National
Association, as Indenture Trustee of BXG Timeshare Trust I–Blocked Account”,
Timeshare Loan-Backed Notes, Series I”. The Indenture Trustee has been
authorized and directed to act as titleholder of the Lockbox Account in
accordance with the terms of the Lockbox Agreement for the benefit of the
Noteholders with interests in the funds on deposit in such accounts. In
addition, the Indenture Trustee has been authorized to enter into, execute,
deliver and perform under, each of the applicable Transaction Documents
executed on the Closing Date and is hereby authorized to enter into, execute,
deliver and perform under, each of the applicable Transaction Documents
executed on the Amendment Date. 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.


56






                    (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.


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 Loan.


                    On
each Transfer Date, each Subsequent Timeshare Loan or 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 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


57






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 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


58






Agent; and upon such payment by any Paying Agent to the Indenture
Trustee, such Paying Agent shall be released from all further liability with
respect to such monies.


          SECTION
8.4. Existence; Merger; Consolidation, etc.


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


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


                    (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





59






	
 

	
 


	
 

	
documents for the Timeshare Properties so long as
 no Event of Default has occurred and is continuing;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (v)
 preserve and defend title to the Timeshare Loans (including the right to
 receive all payments due or to become due thereunder), the interests in the
 Timeshare Properties, or other property included in the Trust Estate and
 preserve and defend the rights of the Indenture Trustee in the Trust Estate
 (including the right to receive all 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 a majority of
the Outstanding Note Balance of each Class of Notes, amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of any Timeshare
Loan


60






(except to the extent otherwise provided in this Indenture or in the
Timeshare Loan Documents) or the Transaction Documents, or waive timely
performance or observance by the Servicer, the Indenture Trustee, the
Custodian, the Paying Agent or the Depositor under this Indenture; and (ii)
that any such amendment shall not (A) reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be made
for the benefit of the Noteholders or (B) reduce the aforesaid percentage of
the Notes that is required to consent to any such amendment, without the
consent of the Noteholders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee and the Noteholders, the Issuer agrees, promptly following a request by
the Indenture Trustee, to execute and deliver, at its own expense, such
agreements, instruments, consents and other documents as the Indenture Trustee
may deem necessary or appropriate in the circumstances.


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


          SECTION
8.6. Additional Covenants.


                    (a)
The Issuer will not:


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (v) incur or assume, directly or indirectly, any indebtedness, except
 for such indebtedness as may be incurred by the Issuer pursuant to this
 Indenture, or guaranty any indebtedness or other obligations of any Person
 (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or
 agree contingently to





61






	
 

	
 


	
 

	
do so) any stock, obligations, assets or securities of, or any other
 interest in, or make any capital contribution to, any other Person (other
 than the Timeshare Loans);


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (vii) (A) permit the validity or effectiveness of this Indenture or
 any Grant hereby to be impaired, or permit the Lien of this Indenture to be
 amended, hypothecated, subordinated, terminated or discharged, or permit any
 Person to be released from any covenants or obligations under this Indenture,
 except as may be expressly permitted hereby, (B) permit any lien, charge,
 security interest, mortgage or other encumbrance to be created on or to
 extend to or otherwise arise upon or burden the Trust Estate or any part
 thereof or any interest therein or the proceeds thereof (other than tax
 liens, mechanics; liens and other liens that arise by operation of law, in
 each case on any of the Resort Interests and arising solely as a result of an
 act or omission of the related Obligor) other than the Lien of this Indenture
 or (C) except as otherwise contemplated in this Indenture, permit the Lien of
 this Indenture (other than with respect to any Permitted Liens or such tax,
 mechanic’s or other lien) not to constitute a valid first priority security
 interest in the Trust Estate;


	
 

	
 


	
 

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


	
 

	
 


	
 

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




62






          SECTION
8.7. Taxes.


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


          SECTION
8.8. Restricted Payments.


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


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


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


          SECTION
8.10. Further Instruments and Acts. 


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


ARTICLE IX.


SUPPLEMENTAL INDENTURES


          SECTION
9.1. Supplemental Indentures.


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


	
 

	
 


	
 

	
          (i)
 without the consent of any Noteholder; (x) to correct or amplify the
 description of any property at any time subject to the Lien of this
 Indenture, or to better assure, convey and confirm unto the Indenture Trustee
 any property subject or required to be subjected to the Lien of this
 Indenture; provided, such action pursuant





63






	
 

	
 


	
 

	
to this clause (i) shall not adversely affect the interests of the
 Noteholders in any respect; or








	
 

	
 

	
 


	
 

	
(1)

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


	
 

	
 

	
 


	
 

	
(2)

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





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


          SECTION
9.2. Supplemental Indentures with Consent of Noteholders.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (iii)
 modify any of the provisions of this Section 9.2 or Section 6.13 hereof except
 to increase any percentage of Noteholders required for any





64






	
 

	
 


	
 

	
modification or waiver or to provide that certain other provisions of
 this Indenture cannot be modified or waived without the consent of the
 Noteholder of each Outstanding Note affected thereby;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (vi)
 modify or change Section 2.4 or Article XV hereof;





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


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


          SECTION
9.3. Execution of Supplemental Indentures.


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


          SECTION
9.4. Effect of Supplemental Indentures.


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


          SECTION
9.5. Reference in Notes to Supplemental Indentures.


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


65






Issuer and authenticated and delivered by the Indenture Trustee in
exchange for Outstanding Notes.


ARTICLE X.


BORROWINGS


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (iv) after giving effect to the purchase and transfer of Timeshare Loans by
 the Depositor and the Issuer on such Funding Date, each Hedge
 Agreement with Qualified Hedge Counterparties shall be in full force and
 effect;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (vii) the Borrowing does not exceed the Maximum Borrowing Amount; and


	
 

	
 


	
 

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





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


66






ARTICLE XI.


SATISFACTION AND DISCHARGE


          SECTION
11.1. Satisfaction and Discharge of Indenture.


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


	
 

	
 

	
 


	
 

	
          (i)
 either:








	
 

	
 

	
 


	
 

	
(1)

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


	
 

	
 

	
 


	
 

	
(2)

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








	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


67






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


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


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


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


          SECTION
11.3. Trust Termination Date.


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


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 Amendment Date and each Funding
Date, as follows:


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


                    (b)
Binding Obligation. This Indenture and the Transaction Documents to
which it is a party have each been duly executed and delivered on behalf of the
Issuer and this Indenture and each Transaction Document to which it is a party
constitutes a legal, valid and 


68








binding obligation of the Issuer enforceable in accordance with its
terms except as may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting creditors’ rights and by general principles of equity; 


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


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


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


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


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


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


69






          SECTION
12.2. Representations and Warranties of the Servicer. 


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


                    (a)
Organization and Authority. The Servicer: 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





                    (b)
Place of Business. The address of the principal place of business and
chief executive office of the Servicer is 4960 Conference Way North, Suite 100,
Boca Raton, Florida 33431 and there have been no other such locations during
the immediately preceding four months. 


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


                    (d)
Compliance with Law. The Servicer is in material compliance with all
statutes, laws and ordinances and all governmental rules and regulations to
which it is subject, the violation of which, either individually or in the
aggregate, could materially adversely affect its business, earnings, properties
or condition (financial or other). The internal policies and procedures
employed by the Servicer are in material compliance with all applicable
statutes, laws and ordinances and all governmental rules and regulations. The
execution, delivery and performance of the Transaction Documents to which it is
a party do not and will not cause the 


70






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. Other than as disclosed on
Schedule 12.2(e) 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
property or title of any Obligor to any Timeshare Property or (iv) the
Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the
Timeshare Loans. 


                    (f)
Taxes. Other than as disclosed on Schedule 12.2(e), the Servicer has
filed all tax returns (federal, state and local) which are required to be filed
and has paid all taxes related thereto, other than those which are being contested
in good faith or where the failure to file or pay would not have a material
adverse effect on the Servicer’s activities or its ability to perform its
obligations under the Transaction Documents. 


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


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


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


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


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


71






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


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


                    (n)
Information. No document, certificate or report furnished by the
Servicer, in writing, pursuant to this Indenture or in connection with the
transactions contemplated hereby, contains or will contain when furnished any
untrue statement of a material fact or fails or will fail to state a material
fact necessary in order to make the statements contained therein, in light of
the circumstances under which they were made, not misleading. Other than as
disclosed on Schedule 12.2(e) hereto, there are no facts relating to the
Servicer as of the Amendment 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 and other documents furnished by or on behalf of the Servicer
pursuant hereto or thereto specifically for use in connection with the
transactions contemplated hereby or thereby. 


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


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


                    (q)
Credit Policy and Collection Policy. Each of the Credit Policy and the
Collection Policy attached hereto as Exhibit J and Exhibit K, respectively (as
the same may be amended from time to time in accordance with the provisions of
this Indenture and the Note Funding Agreement), fairly represent the policies
of the Servicer and, to the best knowledge of the Servicer, each is materially
consistent with the customary standard of prudent servicers of loans secured by
timeshare interests. 


72






          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 Amendment Date and each
Funding Date, the following: 


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


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


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


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


73






judgment, is likely to materially and adversely affect the ability of
the Indenture Trustee to perform its obligations under any Transaction Document
to which it is a party. 


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


          SECTION
12.4. Multiple Roles. 


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


          SECTION
12.5. [Reserved]. 


          SECTION
12.6. Covenants of the Club Trustee. 


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


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





74






	
 

	
 


	
 

	
such entity shall bear its fair share of the salary and benefit costs
 associated with all such common officers and employees. 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


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


75






	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





                    (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 Amendment Date and each
Funding Date, the following: 


                    (a)
Corporate Representations. 


76






	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


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


77






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 Timeshare Property or (iv) the Indenture Trustee’s ability to foreclose
or otherwise enforce the Liens of the Timeshare Loans. 


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


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


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


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


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


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


                    (l)
No Consents. No prior consent, approval or authorization of,
registration, qualification, designation, declaration or filing with, or notice
to any federal, state or local governmental or public authority or agency, is,
was or will be required for the valid execution, delivery and performance by
the Backup Servicer of the Transaction Documents to which it is a party. The
Backup Servicer has obtained all consents, approvals or authorizations of, made
all declarations or filings with, or given all notices to, all federal, state
or local governmental or public authorities or agencies which are necessary for
the continued conduct by the Backup 


78






Servicer of its respective businesses as now conducted, other than such
consents, approvals, authorizations, declarations, filings and notices which,
neither individually nor in the aggregate, materially and adversely affect, or
in the future will materially and adversely affect, the business, earnings,
prospects, properties or condition (financial or other) of the Backup Servicer.



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


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


ARTICLE XIII.


MISCELLANEOUS


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


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


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


                    (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; 


79






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


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


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


          SECTION
13.3. Notices. 


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


	
 

	
 


	
 

	
If to the
 Issuer:


	
 

	
 


	
 

	
BXG
 Timeshare Trust I


	
 

	
c/o
 Wilmington Trust Company


	
 

	
Rodney
 Square North


	
 

	
1100 North
 Market Street


	
 

	
Wilmington,
 Delaware 19890-0001


	
 

	
Attention:
 Corporate Trust Administration


	
 

	
Fax: (302)
 636-4140


	
 

	
 


	
 

	
With a copy
 to:


	
 

	
 


	
 

	
Weinstock
 & Scavo P.C.


	
 

	
3405
 Piedmont Road, N.E.


	
 

	
Suite 300


	
 

	
Atlanta,
 Georgia 30305


	
 

	
Attention:
 Mark I. Sanders, Esq.


	
 

	
Fax: (404)
 231-1618


	
 

	
 


	
 

	
If to the
 Club Trustee:


	
 

	
 


	
 

	
Vacation
 Trust, Inc.


	
 

	
4950
 Communication Avenue


	
 

	
Suite 900


	
 

	
Boca Raton,
 Florida 33431


	
 

	
Attention:
 Michael Kaminer, Esq.


	
 

	
Fax: (561)
 912-8299





80






	
 

	
 


	
 

	
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:


	
 

	
 


	
 

	
Concord
 Servicing Corporation


	
 

	
4725 North
 Scottsdale Road


	
 

	
Suite 300


	
 

	
Scottsdale,
 Arizona 85251


	
 

	
Fax: (480)
 281-3141


	
 

	
Attention:
 Frederick G. Pink, Esq.


	
 

	
 


	
 

	
If to the
 Indenture Trustee and Paying Agent:


	
 

	
 


	
 

	
U.S. Bank
 National Association


	
 

	
60
 Livingston Avenue


	
 

	
EP-MN-WS3D


	
 

	
St. Paul,
 Minnesota 55107


	
 

	
Attention:
 Corporate Trust Services/Attn: BXG Timeshare Trust I


	
 

	
Fax: (651)
 495-8090


	
 

	
Telephone
 Number: (651) 495-3880


	
 

	
 


	
 

	
If to the
 Agent:


	
 

	
 


	
 

	
BB&T
 Capital Markets


	
 

	
1133 Avenue
 of the Americas, 27th Floor


	
 

	
New York,
 New York 10036


	
 

	
Attention:
 Paul Richardson


	
 

	
Fax: (212)
 822-8151





81






	
 

	
 


	
 

	
and


	
 

	
 


	
 

	
Branch
 Banking and Trust Company


	
 

	
200 West
 Second Street, 16th Floor


	
 

	
Winston-Salem,
 North Carolina 27101


	
 

	
Attention:
 Cory Boyte


	
 

	
Fax: (336)
 733-2740





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


                    (b)
All communications and notices described hereunder to a Noteholder shall be in
writing and delivered or mailed first class mail, postage prepaid or overnight
courier at the address shown in the Note Register. The Indenture Trustee agrees
to deliver or mail to each Noteholder upon receipt, all notices and reports
that the Indenture Trustee may receive hereunder and under any Transaction
Documents. All notices to Noteholders (or any Class thereof) shall be sent
simultaneously. Expenses for such communications and notices shall be borne by
the Servicer. 


          SECTION
13.4. No Proceedings. 


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


          SECTION
13.5. Limitation of Liability of Owner Trustee. 


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


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ARTICLE XIV.


REDEMPTION OF NOTES


          SECTION
14.1. Clean-up Call; Optional Redemption; Election to Redeem. 


                    (a)
Clean-up Call. The Servicer shall have the option to cause the Issuer to
redeem not less than all of the Notes and thereby cause the early repayment of
the Notes on any date after the Clean-up Call 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). 


                    (b)
Optional Redemption. Notwithstanding anything to the contrary herein or
in any other Transaction Document, the Issuer shall have the option to redeem
not less than all of the Notes and thereby cause the early repayment of the
Notes at any time 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) using cash from any source, including the Depositor. 


          SECTION
14.2. Notice to Indenture Trustee. 


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


          SECTION
14.3. Notice of Redemption by the Servicer. 


                    Notices
of redemption shall be given by first class mail, postage prepaid, mailed not
less than for 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
14.4. Deposit of Redemption Price. 


                    On
or before the Business Day immediately preceding the Redemption Date, the
Servicer (in the case of a Clean-up Call) or the Issuer (in the case of an
Optional Redemption) 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 (other than the Lockbox Account and the Credit
Card Account). 


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          SECTION
14.5. Notes Payable on Redemption Date. 


                    Notice
of redemption having been given as provided in Section 14.3 hereof and deposit
of the Redemption Price with the Indenture Trustee having been made as provided
in Section 14.4 hereof, the Notes shall on the Redemption Date, become due and
payable at the Redemption Price, and, on such Redemption Date, such Notes shall
cease to accrue interest. The Indenture Trustee shall apply all available funds
in accordance with Section 6.6(b) hereof and the Noteholders shall be paid the
Redemption Price by the Indenture Trustee on behalf of the Servicer or the
Issuer, as the case may be, upon presentment and surrender of their Notes at
the office of the Indenture Trustee. If the Servicer or the Issuer, as the case
may be, shall have failed to deposit the Redemption Price with the Indenture
Trustee, the principal and interest with respect to each Class of Notes shall,
until paid, continue to accrue interest at their respective Note Rates. The
Servicer’s or the Issuer’s, as the case may be, failure to deposit the
Redemption Price shall not constitute an Event of Default hereunder. 


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 TIMESHARE TRUST I,


	
 

	
 

	
 


	
 

	
By:

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


	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
BLUEGREEN CORPORATION, as
 Servicer


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name: Anthony M. Puleo


	
 

	
 

	
Title: Senior Vice
 President, CFO and Treasurer


	
 

	
 

	
 


	
 

	
CONCORD SERVICING
 CORPORATION, as Backup Servicer


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
VACATION TRUST, INC., as
 Club Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
BRANCH BANKING AND TRUST
 COMPANY, as Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





[Signature Page to the Indenture]


85