Exhibit 10.212

                                                                  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

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

                                    INDENTURE

                             Dated as of May 1, 2006

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

                    Timeshare Loan-Backed VFN Notes, Series I


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.............3

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

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

   SECTION 1.3.   Form of Documents Delivered to Indenture Trustee.............4

   SECTION 1.4.   Acts of Noteholders, etc.....................................5

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

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

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

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

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

   SECTION 1.10.  Execution in Counterparts....................................7

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

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

   SECTION 1.13.  Effective Date...............................................7

ARTICLE II. THE NOTES..........................................................8

   SECTION 2.1.   General Provisions...........................................8

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

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

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

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

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


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   SECTION 2.7.   Persons Deemed Owners.......................................12

   SECTION 2.8.   Cancellation................................................12

   SECTION 2.9.   Noteholder Lists............................................12

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

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

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

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

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

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

   SECTION 3.3.   [Reserved]..................................................16

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

   SECTION 3.5.   Reports to Noteholders......................................19

   SECTION 3.6.   [RESERVED]..................................................20

   SECTION 3.7.   Withholding Taxes...........................................20

ARTICLE IV. THE TRUST ESTATE..................................................20

   SECTION 4.1.   Acceptance by Indenture Trustee.............................20

   SECTION 4.2.   Acquisition of Timeshare Loans..............................21

   SECTION 4.3.   [RESERVED]..................................................21

   SECTION 4.4.   Tax Treatment...............................................21

   SECTION 4.5.   Further Action Evidencing Grant of Security Interest
                  and Assignments.............................................21

   SECTION 4.6.   Substitution and Repurchase of Timeshare Loans..............22

   SECTION 4.7.   Release of Lien.............................................24

   SECTION 4.8.   Appointment of Custodian and Paying Agent...................24


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ARTICLE V. SERVICING OF TIMESHARE LOANS.......................................25

   SECTION 5.1.   Appointment of Servicer and Backup Servicer; Servicing
                  Standard....................................................25

   SECTION 5.2.   Payments on the Timeshare Loans.............................25

   SECTION 5.3.   Duties and Responsibilities of the Servicer.................26

   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.....................34

   SECTION 5.9.   Sub-Servicing...............................................34

   SECTION 5.10.  Servicer Resignation........................................35

   SECTION 5.11.  Fees and Expenses...........................................35

   SECTION 5.12.  Access to Certain Documentation.............................35

   SECTION 5.13.  No Offset...................................................36

   SECTION 5.14.  Account Statements..........................................36

   SECTION 5.15.  Indemnification; Third Party Claim..........................36

   SECTION 5.16.  Backup Servicer.............................................37

   SECTION 5.17.  Aruba Notices...............................................38

   SECTION 5.18.  Recordation.................................................38

ARTICLE VI. EVENTS OF DEFAULT; REMEDIES.......................................38

   SECTION 6.1.   [RESERVED]..................................................38

   SECTION 6.2.   Acceleration of Maturity; Rescission and Annulment..........38

   SECTION 6.3.   Remedies....................................................40

   SECTION 6.4.   Indenture Trustee May File Proofs of Claim..................41

   SECTION 6.5.   Indenture Trustee May Enforce Claims Without Possession
                  of Notes....................................................41


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   SECTION 6.6.   Application of Money Collected..............................42

   SECTION 6.7.   Limitation on Suits.........................................46

   SECTION 6.8.   Unconditional Right of Noteholders to Receive Principal
                  and Interest................................................46

   SECTION 6.9.   Restoration of Rights and Remedies..........................47

   SECTION 6.10.  Rights and Remedies Cumulative..............................47

   SECTION 6.11.  Delay or Omission Not Waiver................................47

   SECTION 6.12.  Control by Agent............................................47

   SECTION 6.13.  Waiver of Events of Default.................................48

   SECTION 6.14.  Undertaking for Costs.......................................48

   SECTION 6.15.  Waiver of Stay or Extension Laws............................49

   SECTION 6.16.  Sale of Trust Estate........................................49

   SECTION 6.17.  Action on Notes.............................................50

   SECTION 6.18.  Performance and Enforcement of Certain Obligations..........50

ARTICLE VII. THE INDENTURE TRUSTEE............................................50

   SECTION 7.1.   Certain Duties..............................................50

   SECTION 7.2.   Notice of Events of Default.................................52

   SECTION 7.3.   Certain Matters Affecting the Indenture Trustee.............52

   SECTION 7.4.   Indenture Trustee Not Liable for Notes or Timeshare Loans...53

   SECTION 7.5.   Indenture Trustee May Own Notes.............................53

   SECTION 7.6.   Indenture Trustee's Fees and Expenses.......................54

   SECTION 7.7.   Eligibility Requirements for Indenture Trustee..............54

   SECTION 7.8.   Resignation or Removal of Indenture Trustee.................54

   SECTION 7.9.   Successor Indenture Trustee.................................55

   SECTION 7.10.  Merger or Consolidation of Indenture Trustee................56

   SECTION 7.11.  Appointment of Co-Indenture Trustee or Separate Indenture
                  Trustee.....................................................56


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   SECTION 7.12.  Paying Agent and Note Registrar Rights......................58

   SECTION 7.13.  Authorization...............................................58

   SECTION 7.14.  Maintenance of Office or Agency.............................58

ARTICLE VIII. COVENANTS OF THE ISSUER.........................................59

   SECTION 8.1.   Payment of Principal, Interest and Other Amounts............59

   SECTION 8.2.   Reserved....................................................59

   SECTION 8.3.   Money for Payments to Noteholders to Be Held in Trust.......59

   SECTION 8.4.   Existence; Merger; Consolidation, etc.......................60

   SECTION 8.5.   Protection of Trust Estate; Further Assurances..............61

   SECTION 8.6.   Additional Covenants........................................63

   SECTION 8.7.   Taxes.......................................................64

   SECTION 8.8.   Restricted Payments.........................................64

   SECTION 8.9.   Treatment of Notes as Debt for Tax Purposes.................65

   SECTION 8.10.  Further Instruments and Acts................................65

ARTICLE IX. SUPPLEMENTAL INDENTURES...........................................65

   SECTION 9.1.   Supplemental Indentures.....................................65

   SECTION 9.2.   Supplemental Indentures with Consent of Noteholders.........66

   SECTION 9.3.   Execution of Supplemental Indentures........................67

   SECTION 9.4.   Effect of Supplemental Indentures...........................67

   SECTION 9.5.   Reference in Notes to Supplemental Indentures...............67

ARTICLE X. BORROWINGS.........................................................67

   SECTION 10.1.  Optional Borrowings.........................................67


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ARTICLE XI. SATISFACTION AND DISCHARGE........................................68

   SECTION 11.1.  Satisfaction and Discharge of Indenture.....................68

   SECTION 11.2.  Application of Trust Money; Repayment of Money Held by
                  Paying Agent................................................69

   SECTION 11.3.  Trust Termination Date......................................70

ARTICLE XII. REPRESENTATIONS AND WARRANTIES AND COVENANTS.....................70

   SECTION 12.1.  Representations and Warranties of the Issuer................70

   SECTION 12.2.  Representations and Warranties of the Servicer..............71

   SECTION 12.3.  Representations and Warranties of the Indenture Trustee.....74

   SECTION 12.4.  Multiple Roles..............................................75

   SECTION 12.5.  [Reserved]..................................................75

   SECTION 12.6.  Covenants of the Club Trustee...............................75

   SECTION 12.7.  Representations and Warranties of the Backup Servicer.......78

ARTICLE XIII. MISCELLANEOUS...................................................80

   SECTION 13.1.  Officer's Certificate and Opinion of Counsel as to
                  Conditions Precedent........................................80

   SECTION 13.2.  Statements Required in Certificate or Opinion...............81

   SECTION 13.3.  Notices.....................................................81

   SECTION 13.4.  No Proceedings..............................................83

   SECTION 13.5.  Limitation of Liability of Owner Trustee....................84

ARTICLE XIV. REDEMPTION OF NOTES..............................................84

   SECTION 14.1.  Clean-up Call; Optional Redemption; Election to Redeem......84

   SECTION 14.2.  Notice to Indenture Trustee.................................84

   SECTION 14.3.  Notice of Redemption by the Servicer........................84

   SECTION 14.4.  Deposit of Redemption Price.................................85


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   SECTION 14.5.  Notes Payable on Redemption Date............................85

ARTICLE XV....................................................................85

   NON-PETITION AND LIMITED RECOURSE..........................................85

   SECTION 15.1.  Limited Recourse Against the Structured Purchaser...........85

   SECTION 15.2.  No Bankruptcy Petition Against Structured Purchaser.........86

Exhibit A          Form of Notes

Exhibit B          Form of Investor Representation Letter

Exhibit C          Reserved

Exhibit D          Form of Monthly Servicer Report

Exhibit E          Servicing Officer's Certificate

Exhibit F          Form of Investor Certification

Exhibit G          Form of ROAP Waiver Letter

Exhibit H          Form of Aruba Notice

Exhibit I          Resort Ratings

Exhibit J          Collection Policy dated March 31, 2006

Exhibit K          Credit Policy dated March 31, 2006

Annex A            Standard Definitions

Schedule I         Schedule of Timeshare Loans

Schedule 12.2(e)   Pending Litigation/Proceedings


                                      vii
<PAGE>

                                    INDENTURE

            This INDENTURE, dated as of May 1, 2006 (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").

                             RECITALS OF THE ISSUER

            WHEREAS,  the Issuer has duly  authorized 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");

            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.


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<PAGE>

                   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 accordance with the terms hereof and any Related  Security,
Timeshare Loan Documents,  income or proceeds related to such released Timeshare
Loan, (ii) any amount distributed  pursuant to Section 3.4 or Section 6.6 hereof
or (iii) any Misdirected Deposits.

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

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

            The Custodian shall hold the Timeshare Loan Documents in trust,  for
the use and benefit of the Issuer and all present  and future  Noteholders,  and
shall retain possession  thereof.  The Custodian further agrees and acknowledges
that each other item making up the Trust Estate


                                       2
<PAGE>

that is physically  delivered to the Custodian  will be held by the Custodian in
the State of  Minnesota or in any other  location  acceptable  to the  Indenture
Trustee and the Servicer.

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

                                   ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

      SECTION 1.1. General Definitions and Usage of Terms.

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

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

      SECTION 1.2. Compliance Certificates and Opinions.

            Upon any written  application or request (or oral  application  with
prompt  written  or  telecopied  confirmation)  by the  Issuer to the  Indenture
Trustee to take any action under any provision of this Indenture, other than any
request that (a) the Indenture Trustee  authenticate the Notes specified in such
request,  (b) the Indenture  Trustee  invest moneys in any of the Trust Accounts
pursuant  to the  written  directions  specified  in  such  request  or (c)  the
Indenture  Trustee  pay moneys due and  payable to the Issuer  hereunder  to the
Issuer's assignee specified in such request, the Indenture Trustee 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.


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<PAGE>

      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
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


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<PAGE>

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  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


                                       5
<PAGE>

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.

      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


                                       6
<PAGE>

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 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 May 5, 2006.


                                       7
<PAGE>

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

      SECTION 2.2. Definitive Notes.

            The Notes shall be issued in definitive form only.

      SECTION 2.3. [RESERVED]


                                       8
<PAGE>

      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 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


                                       9
<PAGE>

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.

            (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


                                       10
<PAGE>

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
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.


                                       11
<PAGE>

      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.

      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


                                       12
<PAGE>

cases be distributed by the Agent to the Purchasers)  except that the Noteholder
(or  Purchasers) may disclose such  information (i) to its officers,  directors,
members,  employees,  agents,  counsel,   accountants,   auditors,  advisors  or
representatives  who have an obligation to maintain the  confidentiality of such
information,  (ii) to the extent such  information  has become  available to the
public  other than as a result of a  disclosure  by or through  the  Noteholder,
Agent or such Purchaser,  (iii) to the extent such  information was available to
the Noteholder, Agent or such Purchaser on a non-confidential basis prior to its
disclosure to the  Noteholder,  Agent or such Purchaser in connection  with this
transaction,  (iv) with the  consent  of the  Servicer,  (v) to the  extent  the
Noteholder,  Agent or such Purchaser  should be (A) required in connection  with
any  legal  or  regulatory  proceeding  or (B)  requested  by  any  Governmental
Authority to disclose  such  information;  provided,  that,  in the case of this
clause (v), the  Noteholder,  the Agent or such  Purchaser,  as the case may be,
will  (unless  otherwise  prohibited  by  law  or  in  connection  with  regular
regulatory  reviews) notify the Issuer 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;  or (vi) in the case of the  Structured
Purchaser, to any rating agency rating or proposing to rate any commercial paper
issued by the Structured Purchaser or a related Liquidity Institution.

                                  ARTICLE III.

                            ACCOUNTS; COLLECTION AND
                         APPLICATION OF MONEYS; REPORTS

      SECTION 3.1. Trust Accounts; Investments by Indenture Trustee.

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

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

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

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


                                       13
<PAGE>

            (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.

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

      SECTION 3.2. Establishment and Administration of the Trust Accounts.

            (a) Collection Account.  The Issuer hereby directs and the Indenture
Trustee hereby agrees to cause to be established  and maintained an account (the
"Collection Account") for the benefit of the Noteholders. The Collection Account
shall be an Eligible Bank Account


                                       14
<PAGE>

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 cause to be  established  and maintained an
account (the "General Reserve Account") for the benefit of the Noteholders.  The
General Reserve Account shall be an Eligible Bank Account initially  established
at  the  corporate  trust  department  of the  Indenture  Trustee,  bearing  the
following  designation "BXG 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 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


                                       15
<PAGE>

            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;

            (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;


                                       16
<PAGE>

            (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) on a pari passu basis, to the Class A Noteholders  holding LIBOR
      Notes and CP Notes,  the Class A LIBOR  Interest  Distribution  Amount and
      Class A CP Interest Distribution Amount, respectively;  provided, however,
      that amounts  distributable to the Class A Noteholders holding LIBOR Notes
      and CP  Notes  shall  not  exceed  the  Class  A  Maximum  LIBOR  Interest
      Distribution  Amount  and the Class A  Maximum  CP  Interest  Distribution
      Amount, respectively;

            (xi) on a pari passu basis, to the Class B Noteholders holding LIBOR
      Notes and CP Notes, the Class B LIBOR Interest Distribution Amount and the
      Class B CP Interest Distribution Amount, respectively;  provided, however,
      that amounts  distributable to the Class B Noteholders holding LIBOR Notes
      and CP  Notes  shall  not  exceed  the  Class  B  Maximum  LIBOR  Interest
      Distribution  Amount  and the Class B  Maximum  CP  Interest  Distribution
      Amount, respectively;

            (xii) on a pari  passu  basis,  to the Class C  Noteholders  holding
      LIBOR Notes and CP Notes, the Class C LIBOR Interest  Distribution  Amount
      and the Class C CP Interest Distribution Amount,  respectively;  provided,
      however,  that amounts  distributable  to the Class C Noteholders  holding
      LIBOR  Notes and CP Notes  shall  not  exceed  the  Class C Maximum  LIBOR
      Interest   Distribution  Amount  and  the  Class  C  Maximum  CP  Interest
      Distribution Amount, respectively;

            (xiii) on a pari passu  basis,  to the Class D  Noteholders  holding
      LIBOR Notes and CP Notes, the Class D LIBOR Interest  Distribution  Amount
      and the Class D CP Interest Distribution Amount,  respectively;  provided,
      however,  that amounts  distributable  to the Class D Noteholders  holding
      LIBOR  Notes and CP Notes  shall  not  exceed  the  Class D Maximum  LIBOR
      Interest   Distribution  Amount  and  the  Class  D  Maximum  CP  Interest
      Distribution Amount, respectively;

            (xiv) on a pari  passu  basis,  to the Class E  Noteholders  holding
      LIBOR Notes and CP Notes, the Class E LIBOR Interest  Distribution  Amount
      and the Class E CP Interest Distribution Amount,  respectively;  provided,
      however,  that amounts  distributable  to the Class E Noteholders  holding
      LIBOR  Notes and CP Notes  shall  not  exceed  the  Class E Maximum  LIBOR
      Interest  Distribution Amount and Class E Maximum CP Interest Distribution
      Amount, respectively;

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

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


                                       17
<PAGE>

            (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) on a pari passu basis, to the Class A Noteholders holding LIBOR
      Notes  and CP  Notes,  the  Class A  LIBOR  Interest  Distribution  Amount
      Shortfall  and the  Class A CP  Interest  Distribution  Amount  Shortfall,
      respectively, if any;

            (xxi) on a pari  passu  basis,  to the Class B  Noteholders  holding
      LIBOR Notes and CP Notes, the Class B LIBOR Interest  Distribution  Amount
      Shortfall  and the  Class B CP  Interest  Distribution  Amount  Shortfall,
      respectively, if any;

            (xxii) on a pari passu  basis,  to the Class C  Noteholders  holding
      LIBOR Notes and CP Notes, the Class C LIBOR Interest  Distribution  Amount
      Shortfall  and the  Class C CP  Interest  Distribution  Amount  Shortfall,
      respectively, if any;

            (xxiii) on a pari passu basis,  to the Class D  Noteholders  holding
      LIBOR Notes and CP Notes, the Class D LIBOR Interest  Distribution  Amount
      Shortfall  and the  Class D CP  Interest  Distribution  Amount  Shortfall,
      respectively, if any;

            (xxiv) on a pari passu  basis,  to the Class E  Noteholders  holding
      LIBOR Notes and CP Notes, the Class E LIBOR Interest  Distribution  Amount
      Shortfall  and the  Class E CP  Interest  Distribution  Amount  Shortfall,
      respectively, if any;

            (xxv) 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;

            (xxvi) 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;

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

            (xxviii)  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

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


                                       18
<PAGE>

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

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

      SECTION 3.5. Reports to Noteholders.

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

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

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


                                       19
<PAGE>

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

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

      SECTION 3.6. [RESERVED].

      SECTION 3.7. Withholding Taxes.

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

                                  ARTICLE IV.

                                THE TRUST ESTATE

      SECTION 4.1. Acceptance by Indenture Trustee.

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


                                       20
<PAGE>

                  (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.

            (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


                                       21
<PAGE>

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 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


                                       22
<PAGE>

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

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


                                       23
<PAGE>

            (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.

            (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 initial  Custodian  shall be U.S.  Bank  National
Association.  The  Indenture


                                       24
<PAGE>

Trustee  shall not be  responsible  for  paying the  Custodian  Fee or any other
amounts owed to the Custodian.

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

                                   ARTICLE V.

                          SERVICING OF TIMESHARE LOANS

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

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

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

      SECTION 5.2. Payments on the Timeshare Loans.

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

            (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


                                       25
<PAGE>

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;

                  (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;


                                       26
<PAGE>

                  (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;

                  (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


                                       27
<PAGE>

            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 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 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.


                                       28
<PAGE>

            (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.

            (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  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.  All notices  delivered to the Agent  pursuant to this  Section  5.3(h)
shall also be  delivered to the Rating  Agency,  to the extent that any Class of
Notes Outstanding is rated by the Rating Agency.

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

      SECTION 5.4. Servicer Events of Default.

            (a) If any  Servicer  Event of Default  shall have  occurred and not
been  waived  hereunder,  the  Indenture  Trustee  may,  and  upon  notice  from
Noteholders  representing  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


                                       29
<PAGE>

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  termination  of  the  Servicer's   responsibilities  and  rights
hereunder  and the  assumption  by a  successor  of the  Servicer's  obligations
hereunder,  including,  without limitation, the transfer within one Business Day
to the Indenture  Trustee or its designee for  administration  by it of all cash
amounts which shall at the time or thereafter received by it with respect to the
Timeshare  Loans  (provided,  however,  that the Servicer  shall  continue to be
entitled to receive all amounts  accrued or owing to it under this  Indenture on
or  prior to the  date of such  termination).  The  Indenture  Trustee  shall be
entitled to renegotiate the Servicing Fee; provided,  however,  no change to the
Servicing Fee may be made unless the Indenture  Trustee shall have (i) submitted
a servicing fee proposal (a "New Servicing Fee Proposal") to S&P seeking written
confirmation as to whether or not the New Servicing Fee Proposal would result in
a  qualification,  downgrade or withdrawal of any rating  assigned to a Class of
Notes, to the extent there are Notes  Outstanding that are rated,  (ii) notified
the  Noteholders of S&P's  response,  and (iii) 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


                                       30
<PAGE>

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

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

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

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

      SECTION 5.5. Accountings; Statements and Reports.

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


                                       31
<PAGE>

            (b)  Certification  as to Compliance.  The Servicer shall deliver to
the Issuer,  the  Indenture  Trustee,  the Rating Agency (to the extent that any
Notes are rated) and the Agent,  an Officer's  Certificate on or before April 30
of each  year  commencing  in  2007:  (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 2007,  the Servicer  shall (i) cause a firm of  independent
public accountants to furnish a certificate or statement (and the Servicer shall
provide a copy of such certificate or statement to the Issuer, the Rating Agency
(to the extent that any Notes are rated),  the Indenture Trustee and the Agent),
to the  effect  that (1) such  firm has  examined  and  audited  the  Servicer's
servicing  controls and procedures for the previous  calendar year and that such
independent  public  accountants  have  examined  certain  documents and records
(including  computer records) and servicing  procedures of the Servicer relating
to the Timeshare  Loans, (2) they have examined the most recent Monthly Servicer
Report prepared by the Servicer and three other Monthly  Servicer Reports chosen
at random by such firm and  compared  such  Monthly  Servicer  Reports  with the
information  contained  in such  documents  and records,  (3) their  examination
included  such  tests  and  procedures  as  they  considered  necessary  in  the
circumstances,  (4) their  examinations and comparisons  described under clauses
(1) and (2)  above  disclosed  no  exceptions  which,  in  their  opinion,  were
material, relating to such Timeshare Loans or such Monthly Servicer Reports, or,
if any such  exceptions  were disclosed  thereby,  setting forth such exceptions
which,  in  their  opinion,  were  material,  and  (5)  on  the  basis  of  such
examinations and comparisons, such firm is of the opinion that the Servicer has,
during the relevant period, serviced the Timeshare Loans in compliance with this
Indenture and the other Transaction  Documents in all material respects and that
such  documents  and  records  have  been  maintained  in  accordance  with this
Indenture and the other Transaction  Documents in all material respects,  except
in each case for (A) such exceptions as such firm shall believe to be immaterial
and (B) such other exceptions as shall be set forth in such written report.  The
report will also indicate that such firm is independent  of the Servicer  within
the meaning of the Code of  Professional  Ethics of the  American  Institute  of
Certified  Public  Accountants.  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


                                       32
<PAGE>

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.

      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


                                       33
<PAGE>

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

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

      SECTION 5.9. Sub-Servicing.

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


                                       34
<PAGE>

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,  (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,  and (iii) to the extent that any Note is
rated,  the rating of such Notes will not be qualified,  downgraded or withdrawn
(as evidenced by a letter from the Rating Agency to the Indenture Trustee or the
Agent to such  effect,  which  letter  shall be  obtained  at the expense of the
Servicer without right of  reimbursement).  Upon such resignation,  the Servicer
shall comply with Section 5.4(b) hereunder.

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

      SECTION 5.11. Fees and Expenses.

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

      SECTION 5.12. Access to Certain Documentation.

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


                                       35
<PAGE>

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 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.


                                       36
<PAGE>

      SECTION 5.16. Backup Servicer.

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

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

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

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

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


                                       37
<PAGE>

      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 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


                                       38
<PAGE>

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 applicable Note Rate, and

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

            and

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

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


                                       39
<PAGE>

            (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  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.


                                       40
<PAGE>

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 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


                                       41
<PAGE>

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;

                  (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) on a pari passu basis, to the Class A Noteholders  holding
            LIBOR Notes and CP Notes,  the Class A LIBOR  Interest  Distribution
            Amount and Class A CP Interest  Distribution  Amount,  respectively,
            provided,  however,  that  amounts  distributable  to  the  Class  A
            Noteholders  holding  LIBOR  Notes and CP Notes shall not exceed the
            Class A Maximum LIBOR Interest  Distribution  Amount and the Class A
            Maximum CP Interest Distribution Amount, respectively;


                                       42
<PAGE>

                  (xi) on a pari passu basis, to the Class B Noteholders holding
            LIBOR Notes and CP Notes,  the Class B LIBOR  Interest  Distribution
            Amount and Class B CP Interest  Distribution  Amount,  respectively,
            provided,  however,  that  amounts  distributable  to  the  Class  B
            Noteholders  holding  LIBOR  Notes and CP Notes shall not exceed the
            Class B Maximum LIBOR Interest  Distribution  Amount and the Class B
            Maximum CP Interest Distribution Amount, respectively;

                  (xii)  on a pari  passu  basis,  to the  Class  C  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class C  LIBOR  Interest
            Distribution  Amount and Class C CP  Interest  Distribution  Amount,
            respectively,  provided,  however, that amounts distributable to the
            Class C  Noteholders  holding  LIBOR  Notes  and CP Notes  shall not
            exceed the Class C Maximum LIBOR  Interest  Distribution  Amount and
            the Class C Maximum CP Interest Distribution Amount, respectively;

                  (xiii)  on a pari  passu  basis,  to the  Class D  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class D  LIBOR  Interest
            Distribution  Amount and Class D CP  Interest  Distribution  Amount,
            respectively,  provided,  however, that amounts distributable to the
            Class D  Noteholders  holding  LIBOR  Notes  and CP Notes  shall not
            exceed the Class D Maximum LIBOR  Interest  Distribution  Amount and
            the Class D Maximum CP Interest Distribution Amount, respectively;

                  (xiv)  on a pari  passu  basis,  to the  Class  E  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class E  LIBOR  Interest
            Distribution  Amount and Class E CP  Interest  Distribution  Amount,
            respectively,  provided,  however, that amounts distributable to the
            Class E  Noteholders  holding  LIBOR  Notes  and CP Notes  shall not
            exceed the Class E Maximum LIBOR  Interest  Distribution  Amount and
            the Class E Maximum CP Interest Distribution Amount, respectively;

                  (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) on a pari passu basis, to the Class A Noteholders holding
            LIBOR Notes and CP Notes,  the Class A LIBOR  Interest  Distribution
            Amount  Shortfall  and the Class A CP Interest  Distribution  Amount
            Shortfall, respectively, if any;


                                       43
<PAGE>

                  (xxi)  on a pari  passu  basis,  to the  Class  B  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class B  LIBOR  Interest
            Distribution   Amount   Shortfall   and  the  Class  B  CP  Interest
            Distribution Amount Shortfall, respectively, if any;

                  (xxii)  on a pari  passu  basis,  to the  Class C  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class C  LIBOR  Interest
            Distribution   Amount   Shortfall   and  the  Class  C  CP  Interest
            Distribution Amount Shortfall, respectively, if any;

                  (xxiii)  on a pari  passu  basis,  to the Class D  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class D  LIBOR  Interest
            Distribution   Amount   Shortfall   and  the  Class  D  CP  Interest
            Distribution Amount Shortfall, respectively, if any;

                  (xxiv)  on a pari  passu  basis,  to the  Class E  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class E  LIBOR  Interest
            Distribution   Amount   Shortfall   and  the  Class  E  CP  Interest
            Distribution Amount Shortfall, respectively, if any;

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

                  (xxvi) 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;

                  (xxvii) 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

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

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

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

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

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

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


                                       44
<PAGE>

                  (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) on a pari passu basis, to the Class A Noteholders  holding
            LIBOR Notes and CP Notes,  the Class A LIBOR  Interest  Distribution
            Amount   and  the   Class  A  CP   Interest   Distribution   Amount,
            respectively;

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

                  (xii)  on a pari  passu  basis,  to the  Class  B  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class B  LIBOR  Interest
            Distribution Amount and the Class B CP Interest Distribution Amount,
            respectively;

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

                  (xiv)  on a pari  passu  basis,  to the  Class  C  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class C  LIBOR  Interest
            Distribution Amount and the Class C CP Interest Distribution Amount,
            respectively;

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

                  (xvi)  on a pari  passu  basis,  to the  Class  D  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class D  LIBOR  Interest
            Distribution Amount and the Class D CP Interest Distribution Amount,
            respectively;

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

                  (xviii)  on a pari  passu  basis,  to the Class E  Noteholders
            holding  LIBOR  Notes  and CP  Notes,  the  Class E  LIBOR  Interest
            Distribution Amount and the Class E CP Interest Distribution Amount,
            respectively;

                  (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


                                       45
<PAGE>

            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 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


                                       46
<PAGE>

payments of principal and interest become due, including on the Stated Maturity,
and such right shall not be impaired without the consent of such Noteholder.

      SECTION 6.9. Restoration of Rights and Remedies.

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

      SECTION 6.10. Rights and Remedies Cumulative.

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

      SECTION 6.11. Delay or Omission Not Waiver.

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

      SECTION 6.12. Control by Agent.

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

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

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


                                       47
<PAGE>

            personal  liability on the part of the  Indenture  Trustee for which
            the Indenture Trustee is not adequately indemnified; and

                  (iii) the  Indenture  Trustee may take any other action deemed
            proper by the Indenture  Trustee which is not inconsistent  with any
            such  direction;  provided  that the  Indenture  Trustee  shall give
            notice of any such action to 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 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.  For the avoidance of doubt, the provisions of
this Section 6.14 shall not apply to the Structured Purchaser.


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<PAGE>

      SECTION 6.15. Waiver of Stay or Extension Laws.

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

      SECTION 6.16. Sale of Trust Estate.

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

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

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

                  (i) any one or more  Noteholders  (other than Bluegreen or any
            Affiliates  thereof  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;

                  (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;


                                       49
<PAGE>

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

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

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

                                  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.


                                       50
<PAGE>

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

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

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

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

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

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

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

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


                                       51
<PAGE>

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

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

      SECTION 7.2. Notice of Events of Default.

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

      SECTION 7.3. Certain Matters Affecting the Indenture Trustee.

            Subject to the provisions of Section 7.1 hereof:

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

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

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

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

            (e)  Prior to the  occurrence  of an Event of  Default  or after the
curing of all Events of Default which may have occurred,  the Indenture  Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution,  certificate,  statement,  instrument,  opinion, report, notice,
request,  consent,  order,  approval,  bond  or  other  paper  document,  unless
requested  in writing so to do by  Noteholders  representing  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


                                       52
<PAGE>

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

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

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

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

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

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

      SECTION 7.5. Indenture Trustee May Own Notes.

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


                                       53
<PAGE>

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

      SECTION 7.6. Indenture Trustee's Fees and Expenses.

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

      SECTION 7.7. Eligibility Requirements for Indenture Trustee.

            Other than the initial  Indenture  Trustee,  the  Indenture  Trustee
hereunder shall at all times (a) be a corporation,  depository  institution,  or
trust company  organized and doing  business under the laws of the United States
of America or any state thereof authorized under such laws to exercise corporate
trust powers,  having a combined  capital and surplus of at least  $100,000,000,
(b) be subject to supervision or examination by federal or state authority,  (c)
be capable  of  maintaining  an  Eligible  Bank  Account,  (d) have a  long-term
unsecured  debt rating of not less than "Baa2" from  Moody's and "BBB" from S&P,
and (e) shall be  acceptable  to  Noteholders  representing  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,  the Issuer,  the Agent and the Rating Agency (to the extent any Class
of Notes are rated). Upon receiving such notice of resignation, the Issuer shall
promptly  appoint a successor  Indenture  Trustee not objected to by Noteholders
representing 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 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


                                       54
<PAGE>

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  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


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<PAGE>

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.

      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.


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<PAGE>

Notwithstanding  the  appointment of any separate or  co-trustee,  the Indenture
Trustee shall remain  obligated and liable for the  obligations of the Indenture
Trustee under this Indenture.

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

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

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


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<PAGE>

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

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

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

      SECTION 7.12. Paying Agent and Note Registrar Rights.

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

      SECTION 7.13. Authorization.

            (a) The Issuer hereby  authorizes and directs the Indenture  Trustee
to enter into the Lockbox  Agreement.  Pursuant to the  Lockbox  Agreement,  the
Indenture  Trustee agrees to cause to be  established  and maintained an account
(the "Lockbox Account") for the benefit of the Noteholders.  The Lockbox Account
will be titled as 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 is authorized  and directed to act as  titleholder of
the Lockbox  Account in accordance  with the terms of the Lockbox  Agreement for
the benefit of the  Noteholders  with  interests in the funds on deposit in such
accounts. In addition, the Indenture Trustee is hereby authorized to enter into,
execute,   deliver  and  perform  under,  each  of  the  applicable  Transaction
Documents.  The Lockbox  Bank will be required to transfer and will be permitted
to  withdraw  funds from the  Lockbox  Account in  accordance  with the  Lockbox
Agreement.

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

      SECTION 7.14. Maintenance of Office or Agency.

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


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<PAGE>

thereof,  such  surrenders,  notices  and  demands  may be made or served at the
Corporate Trust Office,  and the Issuer hereby appoints the Indenture Trustee as
its agent to receive all such surrenders, notices and demands.

                                 ARTICLE VIII.

                             COVENANTS OF THE ISSUER

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

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

      SECTION 8.2. Reserved.

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

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

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

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


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<PAGE>

whose  right to or  interest  in  moneys  due and  payable  but not  claimed  is
determinable)  from the records of the Indenture Trustee or of any Paying Agent,
at the last address of record for each such Noteholder.

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

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

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

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

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

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

      SECTION 8.4. Existence; Merger; Consolidation, etc.

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

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


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<PAGE>

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

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

      SECTION 8.5. Protection of Trust Estate; Further Assurances.

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

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

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

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

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

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


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<PAGE>

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

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


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<PAGE>

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

      SECTION 8.6. Additional Covenants.

            (a) The Issuer will not:

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

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

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

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

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

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

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


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<PAGE>

            (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.

      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


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<PAGE>

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 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.


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<PAGE>

            (b) The Indenture  Trustee  shall  promptly  deliver,  at least five
Business Days prior to the  effectiveness  thereof,  to each  Noteholder 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  modification  or waiver or to provide that certain
            other  provisions  of this  Indenture  cannot be  modified or waived
            without  the  consent of the  Noteholder  of each  Outstanding  Note
            affected thereby;

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

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

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

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


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<PAGE>

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

      SECTION 9.3. Execution of Supplemental Indentures.

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

      SECTION 9.4. Effect of Supplemental Indentures.

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

      SECTION 9.5. Reference in Notes to Supplemental Indentures.

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

                                   ARTICLE X.

                                   BORROWINGS

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

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


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<PAGE>

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

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

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

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

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

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

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

                                   ARTICLE XI.

                           SATISFACTION AND DISCHARGE

      SECTION 11.1. Satisfaction and Discharge of Indenture.

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

                  (i) either:

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


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<PAGE>

                        Section  8.3(c)  hereof)  have  been  delivered  to  the
                        Indenture Trustee for cancellation; or

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

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

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

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

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

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

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

            In connection with the satisfaction and discharge of this Indenture,
all moneys 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.


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<PAGE>

      SECTION 11.3. Trust Termination Date.

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

                                  ARTICLE XII.

                  REPRESENTATIONS AND WARRANTIES AND COVENANTS

      SECTION 12.1. Representations and Warranties of the Issuer.

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

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

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

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

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

            (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


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<PAGE>

Authority  (i)  asserting  the  invalidity  of  this  Indenture  or  any  of the
Transaction  Documents,  (ii) seeking to prevent the sale and  assignment of any
Timeshare  Loan  or the  consummation  of any of the  transactions  contemplated
thereby,  (iii) seeking any  determination  or ruling that might  materially and
adversely  affect (A) the  performance by the Issuer of this Indenture or any of
the Transaction Documents or the interests of the Noteholders,  (B) the validity
or enforceability of this Indenture or any of the Transaction Documents, (C) any
Timeshare  Loan, or (D) the Intended Tax  Characterization,  or (iv) asserting a
claim for payment of money  adverse to the Issuer or the conduct of its business
or  which  is  inconsistent  with  the  due  consummation  of  the  transactions
contemplated by this Indenture or any of the Transaction Documents;

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

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

      SECTION 12.2. Representations and Warranties of the Servicer.

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

            (a) Organization and Authority. The Servicer:

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

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

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

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


                                       71
<PAGE>

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

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

            (e) Pending Litigation or Other Proceedings. 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 Property or (iv) the Indenture Trustee's
ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

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

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

            (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.


                                       72
<PAGE>

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

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

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

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

            (m) Name.  The  legal  name of the  Servicer  is as set forth in the
signature page of this Indenture and the Servicer does not have any  tradenames,
fictitious  names,  assumed  names or  "doing  business  as"  names  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  Closing  Date  which  when  taken  as a  whole,  materially
adversely affect the financial  condition or assets or business of the Servicer,
or which may impair the ability of the Servicer to perform its obligations under
this Indenture,  which have not been disclosed herein or in the certificates 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.


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<PAGE>

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

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

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

      SECTION 12.3. Representations and Warranties of the Indenture Trustee.

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

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

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

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

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


                                       74
<PAGE>

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

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

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

      SECTION 12.4. Multiple Roles.

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

      SECTION 12.5. [Reserved].

      SECTION 12.6. Covenants of the Club Trustee.

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

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


                                       75
<PAGE>

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

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

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

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

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

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

            (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,


                                       76
<PAGE>

transfer or lease  substantially all the assets of the Club Trustee, as the case
may be, as an entirety, can lawfully perform the obligations of the Club Trustee
hereunder  and executes and  delivers to the  Indenture  Trustee an agreement in
form and  substance  reasonably  satisfactory  to the  Indenture  Trustee  which
contains  an  assumption  by such  successor  entity  of the  due  and  punctual
performance  and  observance  of each  covenant and condition to be performed or
observed by the Club Trustee under this Indenture.

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

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

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

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

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

            (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


                                       77
<PAGE>

course of business  consistent with past practices;  provided,  that in no event
shall the Club Trustee incur indebtedness for borrowed money.

      SECTION 12.7. Representations and Warranties of the Backup Servicer.

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

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

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

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

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

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

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


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<PAGE>

delivery and performance of the Transaction  Documents to which it is a party do
not and will not cause the  Backup  Servicer  to be in  violation  of any law or
ordinance, or any order, rule or regulation, of any federal, state, municipal or
other  governmental  or public  authority or agency where such violation  would,
either  individually  or in  the  aggregate,  materially  adversely  affect  its
business, earnings, properties or condition (financial or other).

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

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

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

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

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

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

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


                                       79
<PAGE>

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

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

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

                                  ARTICLE XIII.

                                  MISCELLANEOUS

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

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

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

            (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.


                                       80
<PAGE>

      SECTION 13.2. Statements Required in Certificate or Opinion.

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

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

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

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

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

      SECTION 13.3. Notices.

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

            If to the Issuer:

            BXG Timeshare Trust I
            c/o Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890-0001
            Attention: Corporate Trust Administration
            Telecopier No.: (302) 636-4140

            With a copy to:

            Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
            150 West Flagler Street
            Suite 2200
            Miami, Florida 33130
            Attention: Stuart D. Ames, Esq.
            Telecopier No.: (305) 789-3395


                                       81
<PAGE>

           If to the Club Trustee:

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

           If to the Servicer:

           Bluegreen Corporation
           4960 Conference Way North, Suite 100
           Boca Raton, Florida 33431
           Attention: Anthony M. Puleo, Senior Vice President, CFO and Treasurer
           Telecopier No.: (561) 912-8123

           With a copy to:

           Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
           150 West Flagler Street
           Suite 2200
           Miami, Florida 33130
           Attention: Stuart D. Ames, Esq.
           Telecopier No.: (305) 789-3395

           If to the Backup Servicer:

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

           If to the Indenture Trustee and Paying Agent:

           U.S. Bank National Association
           60 Livingston Avenue
           EP-MN-WS3D
           St. Paul, Minnesota 55107
           Attention: Corporate Trust Services/Attn: BXG Timeshare Trust I
           Facsimile Number: (651) 495-8090
           Telephone Number: (651) 495-3880


                                       82
<PAGE>

            If to the Agent:

            BB&T Capital Markets
            1133 Avenue of the Americas, 27th Floor
            New York, New York 10036
            Attention: Paul Richardson
            Fax No.: (646) 390-8844

            and

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

            If to the Rating Agency:

            Standard & Poor's Ratings Services
            55 Water Street, 41st Floor
            New York, New York 10041-0003
            Attention: ABS Surveillance Group - New Assets
            Fax No.: (212) 438-2662

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.


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<PAGE>

      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.

                                  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  and to the  Rating
Agencies,  to the extent rated.  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


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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).

      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.

                                  ARTICLE XV.

                        NON-PETITION AND LIMITED RECOURSE

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


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<PAGE>

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


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<PAGE>

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

                             BXG 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]


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