BLUEGREEN CORP
<DOCUMENT>
<TYPE>EX-10.113
<SEQUENCE>7
<FILENAME>ex10-113.txt
<TEXT>

                                                                  EXHIBIT 10.113

                              AMENDED AND RESTATED

                                    INDENTURE

                                     between

                       BXG RECEIVABLES NOTE TRUST 2001-A,

                                    as Issuer

                                       and

                         U.S. BANK NATIONAL ASSOCIATION
            (formerly known as U.S. Bank Trust National Association),

                              as Indenture Trustee

                           Dated as of April 17, 2002

                        BXG RECEIVABLES NOTE TRUST 2001-A
                        Asset Backed Notes, Series 2001-A

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
         <S>                  <C>                                                                                <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................2
         SECTION 1.1.         Definitions.........................................................................2
         SECTION 1.2.         Rules of Construction...............................................................7

ARTICLE II. THE NOTES.............................................................................................8
         SECTION 2.1.         Form; Authorized Amount.............................................................8
         SECTION 2.2.         Execution, Authentication, Delivery and Dating......................................9
         SECTION 2.3.         Registration; Registration of Transfer and Exchange.................................9
         SECTION 2.4.         Mutilated, Destroyed, Lost or Stolen Notes.........................................10
         SECTION 2.5.         Persons Deemed Registered Noteholders..............................................11
         SECTION 2.6.         Payment of Principal and Interest..................................................11
         SECTION 2.7.         Cancellation.......................................................................12
         SECTION 2.8.         Release of Collateral..............................................................12
         SECTION 2.9.         Restriction on Transfers of Notes..................................................13
         SECTION 2.10.        Tax Treatment......................................................................13

ARTICLE III. COVENANTS...........................................................................................13
         SECTION 3.1.         Payment of Principal and Interest..................................................13
         SECTION 3.2.         Money for Payments To Be Held in Trust.............................................13
         SECTION 3.3.         Existence..........................................................................15
         SECTION 3.4.         Protection of Collateral...........................................................15
         SECTION 3.5.         Opinions as to Collateral..........................................................15
         SECTION 3.6.         Performance of Obligations; Servicing of Receivables...............................16
         SECTION 3.7.         Negative Covenants.................................................................17
         SECTION 3.8.         Annual Statement as to Compliance..................................................18
         SECTION 3.9.         Covenants of the Issuer............................................................18
         SECTION 3.10.        Investment Company Act.............................................................18
         SECTION 3.11.        Restricted Payments................................................................18
         SECTION 3.12.        Treatment of Notes as Debt for Tax Purposes........................................19
         SECTION 3.13.        Notice of Amortization Events......................................................19
         SECTION 3.14.        Further Instruments and Acts.......................................................19
         SECTION 3.15.        Capital Expenditures...............................................................19

ARTICLE IV. SATISFACTION AND DISCHARGE...........................................................................19
         SECTION 4.1.         Satisfaction and Discharge of Indenture............................................19
         SECTION 4.2.         Application of Trust Money.........................................................20
         SECTION 4.3.         Repayment of Moneys Held by Paying Agent...........................................20

ARTICLE V. REMEDIES..............................................................................................21
         SECTION 5.1.         Amortization Events................................................................21
         SECTION 5.2.         Acceleration of Maturity; Rescission and Annulment.................................22
         SECTION 5.3.         Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..........23
</TABLE>


                                      -i-
<PAGE>

<TABLE>

         <S>                  <C>                                                                                <C>
         SECTION 5.4.         Remedies; Priorities...............................................................25
         SECTION 5.5.         Optional Preservation of the Collateral............................................26
         SECTION 5.6.         Limitation of Suits................................................................26
         SECTION 5.7.         Unconditional Rights of Registered Noteholders To Receive Principal and
                              Interest...........................................................................27
         SECTION 5.8.         Restoration of Rights and Remedies.................................................27
         SECTION 5.9.         Rights and Remedies Cumulative.....................................................28
         SECTION 5.10.        Delay or Omission Not a Waiver.....................................................28
         SECTION 5.11.        Control by Registered Noteholders..................................................28
         SECTION 5.12.        Waiver of Past Amortization Events.................................................29
         SECTION 5.13.        Undertaking for Costs..............................................................29
         SECTION 5.14.        Waiver of Stay or Extension Laws...................................................29
         SECTION 5.15.        Action on Notes....................................................................29
         SECTION 5.16.        Performance and Enforcement of Certain Obligations.................................30

ARTICLE VI. THE INDENTURE TRUSTEE................................................................................30
         SECTION 6.1.         Duties of Indenture Trustee........................................................30
         SECTION 6.2.         Rights of Indenture Trustee........................................................32
         SECTION 6.3.         Individual Rights of Indenture Trustee.............................................32
         SECTION 6.4.         Indenture Trustee's Disclaimer.....................................................33
         SECTION 6.5.         Notice of Amortization Events......................................................33
         SECTION 6.6.         Reports by Indenture Trustee to Registered Noteholders.............................33
         SECTION 6.7.         Compensation and Indemnity.........................................................33
         SECTION 6.8.         Replacement of Indenture Trustee...................................................33
         SECTION 6.9.         Successor Indenture Trustee by Merger..............................................34
         SECTION 6.10.        Appointment of Co-Indenture Trustee or Separate-Indenture Trustee..................35
         SECTION 6.11.        Eligibility; Disqualification......................................................36
         SECTION 6.12.        Maintenance of Office or Agency....................................................36

ARTICLE VII. NOTEHOLDERS' LISTS AND REPORTS......................................................................37
         SECTION 7.1.         Preservation of Information; Communications to Registered Noteholders..............37

ARTICLE VIII. ACCOUNTS, DISBURSEMENTS AND RELEASES...............................................................37
         SECTION 8.1.         Collection of Money................................................................37
         SECTION 8.2.         Accounts; Distributions............................................................37
         SECTION 8.3.         General Provisions Regarding Accounts..............................................37
         SECTION 8.4.         Release of Collateral..............................................................37

ARTICLE IX. SUPPLEMENTAL INDENTURE...............................................................................38
         SECTION 9.1.         Reserved...........................................................................38
         SECTION 9.2.         Supplemental Indentures............................................................38
         SECTION 9.3.         Execution of Supplemental Indenture................................................39
         SECTION 9.4.         Effect of Supplemental Indenture...................................................39
         SECTION 9.5.         Reference in Notes to Supplemental Indenture.......................................40
</TABLE>


                                      -ii-
<PAGE>

<TABLE>

         <S>                  <C>                                                                                <C>
ARTICLE X. BORROWINGS............................................................................................40
         SECTION 10.1.        Optional Borrowing.................................................................40

ARTICLE XI. MISCELLANEOUS........................................................................................41
         SECTION 11.1.        Compliance Certificates and Opinions, etc..........................................41
         SECTION 11.2.        Form of Documents Delivered to Indenture Trustee...................................41
         SECTION 11.3.        Acts of Registered Noteholders.....................................................42
         SECTION 11.4.        Notices, etc., to Indenture Trustee and Issuer.....................................43
         SECTION 11.5.        Notices to Registered Noteholders; Waiver..........................................43
         SECTION 11.6.        Effect of Headings and Table of Contents...........................................44
         SECTION 11.7.        Successors and Assigns.............................................................44
         SECTION 11.8.        Separability.......................................................................44
         SECTION 11.9.        Benefits of Indenture..............................................................44
         SECTION 11.10.       Legal Holidays.....................................................................44
         SECTION 11.11.       Governing Law......................................................................44
         SECTION 11.12.       Counterparts.......................................................................44
         SECTION 11.13.       Recording of Indenture.............................................................44
         SECTION 11.14.       Trust Obligation...................................................................44
         SECTION 11.15.       No Petition........................................................................45
         SECTION 11.16.       Inspection.........................................................................45
         SECTION 11.17.       Limitation of Liability of Owner Trustee...........................................45
</TABLE>

EXHIBITS

EXHIBIT A     -    Form of Note
EXHIBIT B-1   -    Form of Certificate Regarding Transfer (Accredited Investor)
EXHIBIT B-2   -    Form of Certificate Regarding Transfer (Rule 144A)
EXHIBIT B-2   -    Form of Borrowing Certification


                                      -iii-
<PAGE>

     This AMENDED AND RESTATED INDENTURE (this "Indenture" or this "Agreement")
dated as of April 17, 2002, between BXG RECEIVABLES NOTE TRUST 2001-A, a
Delaware business trust (the "Issuer"), and U.S. BANK NATIONAL ASSOCIATION
(formerly known as U.S. Bank Trust National Association), a national banking
association, as indenture trustee and not in its individual capacity (the
"Indenture Trustee") amends and restates in its entirety, the Indenture dated as
of June 29, 2001 (the "Old Indenture") by and among the parties hereto.

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Registered Noteholders of the BXG Receivables
Note Trust 2001-A Asset-Backed Notes, Series 2001-A.

                                 GRANTING CLAUSE

     Subject to the terms of the Old Indenture and this Indenture, the Issuer
has Granted, hereby Grants and shall continue to Grant to the Indenture Trustee
on the Closing Date, as Indenture Trustee for the benefit of the Registered
Noteholders, (i) all of the Issuer's right, title and interest in and to each
Receivable identified on the Schedule of Receivables, including the related
Receivables Documents, from time to time existing (x) at the close of business
on the Cut-Off Date, in the case of the Initial Receivables and (y) at the close
of business on each Additional Cut-Off Date, in the case of Additional
Receivables, (ii) any other property which secured such Receivable and which has
been acquired by foreclosure or deed in lieu of foreclosure or otherwise, (iii)
the portion of the Issuer's interest in any Insurance Policies relating to such
Receivables, (iv) the Issuer's interest in the Operative Documents, (v) all
funds on deposit from time to time in the Note Account, (vi) all payments on and
proceeds of any of the foregoing after the Cut-Off Date or the Additional
Cut-Off Date, as applicable, and (vii) all rights and remedies under each of the
Lock-Box Agreement, the Custodial Agreement, the Backup Servicing Agreement, the
Sale and Servicing Agreement, each Addition Agreement, each Substitution
Agreement and each Hedge Agreement (collectively, the "Trust Estate" or the
"Collateral"), excluding, in each case, monies and other property which have
been properly paid or released in accordance with the terms of this Indenture
and the other Operative Documents.

     The foregoing Grants are made in trust to secure (i) the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, (ii) the
payment of all other amounts payable under this Indenture and (iii) compliance
with the provisions of this Indenture, all as provided in this Indenture.

     The Indenture Trustee, as indenture trustee on behalf of the Registered
Noteholders, acknowledges such Grants, accepts the trusts hereunder and agrees
to perform its duties required in this Indenture in accordance with its terms.

     The Indenture Trustee (or the Custodian, on behalf of the Indenture
Trustee) shall hold the Receivables Documents in trust, for the use and benefit
of the Issuer and all present and future Registered Noteholders, and shall
retain possession thereof. The Indenture Trustee further agrees and acknowledges
that each other item of Collateral that is physically delivered to the


<PAGE>

Indenture Trustee or the Custodian on its behalf will be held by the Indenture
Trustee, or by a Custodian, on behalf of the Indenture Trustee, 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 Receivables by the Depositor to the Issuer pursuant to the Sale and
Servicing Agreement is determined to constitute a financing, the Indenture
Trustee (or the Servicer as its agent) holds the Receivables as the assignee of
the Issuer.

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1. Definitions. Except as otherwise specified herein or as the
context may otherwise require, the following terms have the respective meanings
set forth below for all purposes of this Indenture. Capitalized terms used but
not otherwise defined herein have the respective meanings set forth in the Sale
and Servicing Agreement.

     "Act": The meaning specified in Section 11.3(a) hereof.

     "Additional Borrowing Test": with respect to any Borrowing, a test
satisfied if, after giving effect to such Borrowing, the Borrowing Base exceeds
the sum of the Note Principal Balance plus the amount of interest which will
accrue on the Notes through the next Payment Date.

     "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agent": ING Capital LLC, in its capacity as agent for the purchasers
parties to the Note Purchase Agreement and its successors and assigns in such
capacity.

     "Aggregate Undrawn Amount": At any time, the excess, if any, of (i) the
aggregate amount of the Commitments over (ii) the Outstanding Amount at such
time.

     "Amortization Event": The meaning specified in Section 5.1 hereof.

     "Authorized Officer": With respect to the Issuer, any officer of the Owner
Trustee who is authorized to act for the Owner Trustee in matters relating to
the Issuer and who is identified on the list of Authorized Officers delivered by
the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may
be modified or supplemented from time to time thereafter).

     "Borrowing": The meaning specified in Section 10.1 hereof.


                                      -2-
<PAGE>

     "Borrowing Base": On each Determination Date, the sum of (i) the product of
(x) the Borrowing Base Percentage and (y) the Aggregate Outstanding Receivable
Balance of Eligible Receivables as of the close of business on the last day of
the related Collection Period minus the Excluded Receivables Balance as of the
close of business on the last day of the related Collection Period plus (ii) the
amount, if any, on deposit in the Note Account as of the close of business on
the last day of the related Collection Period.

     "Borrowing Base Percentage": On any day, the lower of (i) 85% and (ii) (x)
100% minus (y) the percentage credit enhancement required by Moody's and Fitch
to achieve a rating of Baa2 and BBB, respectively, from such Rating Agencies
with respect to a securitization by the Seller or its Affiliates of Eligible
Receivables similar to those included in the Trust Estate. Such percentage
credit enhancement shall be evidenced by the credit enhancement required with
respect to the most recent such securitization or pursuant to special request of
the Agent or the Servicer to such Rating Agencies.

     "Borrowing Base Deficiency": On any date, the excess, if any, of the sum of
the Note Principal Balance as of such date plus the amount of interest accrued
on the Notes as of such date over the Borrowing Base as of such date.

     "Borrowing Certification": The Borrowing Certification attached hereto,
substantially in the form of Exhibit C.

     "Borrowing Date": The meaning specified in Section 10.1 hereof.

     "Business Day": Any day other than (i) a Saturday or a Sunday or (ii) a day
on which commercial banking institutions in the states of New York,
Massachusetts, Minnesota or the state in which the Corporate Trust Office is
located are authorized or obligated by law or executive to be closed.

     "Certificate of Trust": The certificate of trust of the Issuer
substantially in the form of Exhibit A to the Trust Agreement.

     "Closing Date": June 29, 2001.

     "Commitment": "Commitment" as defined in the Note Purchase Agreement.

     "Code": The Internal Revenue Code of 1986, as amended.

     "Collateral": The meaning specified in the Granting Clause of this
Indenture.

     "Corporate Trust Office": The principal office of the Indenture Trustee at
180 East Fifth Street, St. Paul, MN 55101, Attn: Ms. Tammy Schultz-Fugh, or the
principal office of any successor Indenture Trustee hereunder.

     "Custodian's Receipt": The meaning set forth in the Custodial Agreement.


                                      -3-
<PAGE>

     "Default Ratio (Pledged)": For any Determination Date, the ratio (expressed
as a percentage) the numerator of which is the product of (i) 12 and (ii) the
Aggregate Outstanding Receivables Balance of all Receivables that became
Defaulted Receivables during the related Collection Period (less any reinstated
Receivables) and the denominator of which is the Aggregate Outstanding
Receivables Balance of all Receivables in the Trust Estate, in each case as of
the last day of the related Collection Period (expressed as a percentage).

     "Delinquency Ratio (Pledged)": With respect to any date of determination,
the ratio (expressed as a percentage) of (i) the Aggregate Outstanding
Receivables Balance of all Delinquent Receivables in the Trust Estate divided by
the Aggregate Outstanding Receivables Balance of all Receivables in the Trust
Estate, in each case as of the last day of the related Collection Period
(expressed as a percentage).

     "Depositor": Bluegreen Receivables Finance Corporation V, a Delaware
corporation, or any successor thereto.

     "Designated Depository Institution": A federal or state chartered
depository institution acceptable to the Indenture Trustee, acting in its
fiduciary capacity, having combined capital and surplus of at least $50,000,000.

     "Exchange Act": The Securities Exchange Act of 1934, as amended.

     "Final Payment Date": the Payment Date in March 2006.

     "Grant": To mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a security
interest in and right of set-off against, deposit, set over and confirm pursuant
to this Indenture. A Grant of the Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise, and generally to do
and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

     "Indenture Trustee": U.S. Bank National Association (formerly known as U.S.
Bank Trust National Association), a national banking association, as Indenture
Trustee under this Indenture, or any successor Indenture Trustee under this
Indenture.

     "Independent": When used with respect to any specified Person, that the
Person (a) is in fact independent of the Issuer, any other obligor on the Notes,
the Depositor, the Servicer, the Seller and any Affiliate of any of the
foregoing Persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the
Depositor, the Servicer, the Seller or any Affiliate of any of the foregoing
Persons and (c) is not connected with the Issuer, any such other obligor, the
Depositor, the Servicer, the Seller or any Affiliate of any of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee,


                                      -4-
<PAGE>

partner, director or person performing similar functions; provided, however,
that a Person shall not be excluded from the definition of "Independent" solely
because such Person is a director of Bluegreen Receivables Finance Corporation
IV and/or Bluegreen Receivables Finance Corporation V, each, a Delaware
Corporation.

     "Independent Certificate": A certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.1, made by an Independent
appraiser or other expert appointed by an Issuer Order and approved by the Agent
in the exercise of reasonable care, and such opinion or certificate shall state
that the signer has read the definition of "Independent" in this Indenture and
that the signer is Independent within the meaning thereof.

     "Initial Borrowing Date": The date on which the initial Borrowing takes
place.

     "Issuer": BXG Receivables Note Trust 2001-A, until a successor replaces it
and, thereafter, the successor.

     "Issuer Order" and "Issuer Request": A written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to
the Indenture Trustee.

     "Note": A BXG Receivables Note Trust 2001-A, Asset Backed Note, Series
2001-A, substantially in the Form of Exhibit A hereto.

     "Note Principal Balance": As of any time of determination, the Original
Note Principal Balance plus the aggregate principal amount of all additional
Borrowings pursuant to Section 10.1 hereof less the aggregate of all amounts
actually distributed to the holders of the Notes on account of principal
pursuant to Section 3.2 or 3.8 of the Sale and Servicing Agreement prior to such
date.

     "Note Purchase Agreement": The Amended and Restated Note Purchase Agreement
dated as of April 17, 2002, among the Trust, the Depositor, the Seller, the
Servicer, the Purchasers parties thereto and the Agent.

     "Note Register" and "Note Registrar": The respective meanings specified in
Section 2.3.

     "Officer's Certificate": A certificate signed by any Authorized Officer of
the Issuer, under the circumstances described in, and otherwise complying with,
the applicable requirements of Section 11.1, and delivered to the Indenture
Trustee.

     "Opinion of Counsel": One or more written opinions of counsel who may,
except as otherwise expressly provided in this Indenture, be counsel to the
Issuer or an Affiliate of the Issuer and who shall be satisfactory to the
Indenture Trustee, and which opinion or opinions shall be addressed to the
Indenture Trustee, as Indenture Trustee, and shall comply with any applicable
requirements of Section 11.1 and shall be in form and substance reasonably
satisfactory to the Indenture Trustee.


                                      -5-
<PAGE>

     "Outstanding": With respect to any Note and as of the date of
determination, any Note theretofore authenticated and delivered under this
Indenture except:

     (i) Notes theretofore canceled by the Note Registrar or delivered to the
Note Registrar for cancellation;

     (ii) Notes the payment for which money in the necessary amount has been
theretofore deposited with the Indenture Trustee or any Paying Agent in trust
for the Registered Noteholders of such Notes;

     (iii) Notes in exchange for or in lieu of which other Notes have been
authenticated and delivered pursuant to this Indenture unless proof satisfactory
to the Indenture Trustee is presented that any such Notes are held by a bona
fide purchaser; and

     (iv) Notes as to which the Indenture Trustee has made final payment,
whether or not such Notes are ever surrendered or otherwise returned to the
Indenture Trustee;

     provided, that in determining whether the Registered Noteholders of the
requisite Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent, or waiver hereunder or under any
Operative Document, Notes owned by the Issuer, any other obligor upon the Notes,
the Depositor, the Seller, the Servicer, or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding (unless
such person owns 100% of the Notes), except that, in determining whether the
Indenture Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, or waiver, only Notes that the
Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned
that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Indenture Trustee the pledgee's
right so to act with respect to such Notes and that the pledgee is not the
Issuer, any other obligor upon the Notes, the Depositor, the Seller, the
Servicer or any Affiliate of any of the foregoing Persons.

     "Outstanding Amount": The aggregate principal amount of all Notes that are
Outstanding at the date of determination. The Outstanding Amount shall not
include the Aggregate Undrawn Amount.

     "Owner Trustee": Wilmington Trust Company, not in its individual capacity
but solely as Owner Trustee under the Trust Agreement, or any successor Owner
Trustee under the Trust Agreement.

     "Paying Agent": The Indenture Trustee or any other Person that meets the
eligibility standards for the Indenture Trustee specified in Section 6.11 and is
authorized by the Issuer to make payments to and distributions from the Note
Account, including payment of principal of or interest on the Notes on behalf of
the Issuer.

     "Payment Date": The first Business Day of each month, commencing in August
2001.


                                      -6-
<PAGE>

     "Principal Distribution Amount" With respect to each Payment Date before a
Facility Termination Date, the principal amount of Notes which are required to
be repaid to prevent the existence of a Borrowing Base Deficiency after giving
effect to all distributions of principal on such Payment Date and for each
Payment Date on or after a Facility Termination Date, an amount equal to the
Note Principal Balance.

     "Proceeding": Any suit in equity, action at law or other judicial or
administrative proceeding.

     "Record Date": With respect to any Payment Date, the close of business on
the Business Day immediately preceding a Payment Date.

     "Registered Noteholder": The Person in whose name a Note is registered on
the Note Register on the applicable Record Date.

     "Responsible Officer": With respect to the Indenture Trustee, any officer
within the Corporate Trust Office of the Indenture Trustee, including any Vice
President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or
any other officer of the Indenture Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

     "Sale and Servicing Agreement": The Amended and Restated Sale and Servicing
Agreement dated as of April 17, 2002, among the Issuer, the Depositor, the
Seller, the Servicer, Concord Servicing Corporation, as Backup Servicer,
Vacation Trust, Inc., as Club Trustee, U.S. Bank National Association, as
Custodian, and the Indenture Trustee.

     "Securities Act": The Securities Act of 1933, as amended.

     "Seller": Bluegreen Corporation, a Massachusetts corporation in its
capacity as Seller under the Sale and Servicing Agreement, and its permitted
successors and assigns.

     "Servicer": Bluegreen Corporation, a Massachusetts corporation in its
capacity as Servicer under the Sale and Servicing Agreement, and its permitted
successors and assigns.

     "State": Any one of the 50 States of the United States of America or the
District of Columbia.

     "Successor Servicer": The meaning specified in Section 3.5(e).

     "Trust Estate": The meaning specified in the granting clause.

     "UCC": Unless the context otherwise requires, the Uniform Commercial Code,
as in effect in the relevant jurisdiction, as amended from time to time.

     SECTION 1.2. Rules of Construction. Unless the context otherwise requires:


                                      -7-
<PAGE>

          (i) a term has the meaning assigned to it;

          (ii) an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principles as in effect
from time to time;

          (iii) "or" is not exclusive;

          (iv) "including" means including without limitation;

          (v) words in the singular include the plural and words in the plural
include the singular; and

          (vi) any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented (as provided in such agreements) and includes (in the
case of agreements or instruments) references to all attachments thereto and
instruments incorporated therein; references to a Person are also to its
permitted successors and assigns.

                                   ARTICLE II.

                                    THE NOTES

     SECTION 2.1. Form; Authorized Amount. The Notes shall be designated as the
"BXG Receivables Note Trust 2001-A, Asset Backed Notes, Series 2001-A". The
aggregate maximum principal amount of Notes which may be issued under this
Indenture shall not exceed $125,000,000. The Notes, together with the Indenture
Trustee's certificate of authentication, shall be in substantially the form set
forth in Exhibit A hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officer or officers executing such Notes, as evidenced by
their execution thereof. Any portion of the text of any Note may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the
Note.

     The Notes will be issued and registered in certificated form and will be
typewritten, printed, lithographed or engraved or produced by any combination of
these methods, all as determined by the officer or officers executing such
Notes, as evidenced by the execution of such Notes.

     The terms of the Notes set forth in Exhibit A are part of the terms of this
Indenture. The Notes are revolving notes -- additional borrowings may be made
under the Notes pursuant to Section 10.1 and the principal of the Notes may be
repaid and reborrowed without penalty pursuant to the terms hereof.

     The Notes may be marked as temporary, and any Note being so marked may be
cancelled and destroyed for substitution by a replacement Note, subject to the
provisions of Section 2.2.


                                      -8-
<PAGE>

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

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

     Upon Issuer Request, receipt of the Notes registered in the name of Credit
Suisse First Boston, New York Branch (the "CSFB Note") and cancellation of the
CSFB Note, the Indenture Trustee shall authenticate the Notes for original issue
in the form of a single, fully registered Note in the name of ING Capital LLC,
as Agent and in the principal amount of $125,000,000 and deliver such Note to
the Agent against payment of the principal amount of the initial Borrowing
pursuant to Section 10.1 hereof by wire transfer of immediately available funds
to the Issuer.

     The Notes that are authenticated and delivered by the Indenture Trustee to
or upon the order of the Issuer on the Initial Borrowing Date shall be dated the
Initial Borrowing Date. All other Notes that are authenticated after the Closing
Date for any other purpose under this Indenture shall be dated the date of their
authentication. The Notes shall be issuable as registered Notes in the minimum
denomination of $10,000,000 and integral multiples of $1,000 in excess thereof,
but will evidence only the pro rata portion of the Outstanding Amount of
advances made in respect thereof pursuant hereto.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.

     SECTION 2.3. Registration; Registration of Transfer and Exchange. The
Indenture Trustee shall cause to be kept a register (the "Note Register") in
which, subject to such reasonable regulations as it may prescribe, the Indenture
Trustee shall provide for the registration of Notes and the registration of
transfers of Notes. The Indenture Trustee initially shall be the "Note
Registrar" for the purpose of registering Notes and transfers of Notes as herein
provided. Upon any resignation of any Note Registrar, the Indenture Trustee
shall promptly appoint a successor or, if it elects not to make such an
appointment, assume the duties of Note Registrar.

     If a Person other than the Indenture Trustee is appointed by the Indenture
Trustee as Note Registrar, the Indenture Trustee will give the Issuer and the
Agent prompt written notice of the appointment of such Note Registrar and of the
location, and any change in the location, of the Note Register. The Issuer, the
Servicer and their respective designees shall have the right to inspect the Note
Register at all reasonable times and to obtain copies thereof, and the Issuer
and the Servicer shall have the right to obtain from time to time and to rely
upon a certificate


                                      -9-
<PAGE>

executed on behalf of the Note Registrar by an Authorized Officer thereof as to
the names and addresses of the Registered Noteholders and the principal amounts
and number of such Notes.

     Subject to the terms and conditions of this Indenture, upon surrender for
registration of transfer of any Note in compliance with the requirements of this
Section 2.3 and Section 2.9 at the office or agency of the Indenture Trustee to
be maintained as provided in Section 6.12, the Issuer shall execute, and the
Indenture Trustee shall authenticate and the Registered Noteholder shall obtain
from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes in any authorized denominations, of a like
aggregate principal amount.

     At the option of any Registered Noteholder, Notes owned by such Registered
Noteholder may be exchanged for other Notes in any authorized denominations, of
a like aggregate principal amount, upon surrender of the Notes to be exchanged
at such office or agency. Subject to the terms and conditions of this Indenture,
whenever any Notes are so surrendered for exchange, the Issuer shall execute,
and the Indenture Trustee shall authenticate and the Registered Noteholder shall
obtain from the Indenture Trustee, the Notes which the Registered Noteholder
making the exchange is entitled to receive.

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

     Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, and be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Registered Noteholder thereof or such Registered Noteholder's attorney duly
authorized in writing.

     The Notes represent the sole obligation of the Issuer payable from the
Collateral and do not represent the obligations of the Seller, the Servicer, the
Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee or the
Custodian.

     No service charge shall be made to a Registered Noteholder for any
registration of transfer or exchange of Notes, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Notes, other than exchanges pursuant to Section 2.4 not involving any transfer.

     SECTION 2.4. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or (ii) the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer, the Seller, the Servicer,
the Depositor and the Indenture Trustee harmless (the unsecured indemnity of the
Agent, in its individual capacity and not as Agent, being sufficient for such
purpose), then, in the absence of notice to the Issuer, the Note Registrar or
the Indenture Trustee that the destroyed, lost or stolen Note has been acquired
by a bona fide purchaser, and provided that the requirements of Section 8-405 of
the UCC are met as to such destroyed, lost or stolen Note, the Issuer shall
execute, and upon its request the Indenture Trustee shall authenticate and
deliver, in


                                      -10-
<PAGE>

exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become or within seven days shall be
due and payable, instead of issuing a replacement Note, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable without surrender thereof.
If, after the delivery of such replacement Note or payment of a destroyed, lost
or stolen Note pursuant to the proviso to the preceding sentence, a bona fide
purchaser of the original Note in lieu of which such replacement Note was issued
presents for payment such original Note, the Issuer and the Indenture Trustee
shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note from
such Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and each of the Issuer, Indenture Trustee,
Seller, Servicer and Depositor shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by it in connection therewith.

     Upon the issuance of any replacement Note under this Section, the Indenture
Trustee may require the payment by the Registered Noteholder of such Note, of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other reasonable fees and expenses of the Issuer and
the Indenture Trustee connected therewith.

     SECTION 2.5. Persons Deemed Registered Noteholders. Prior to due
presentment for registration of transfer of any Note, the Issuer, the Indenture
Trustee and any agent of the Issuer or the Indenture Trustee may treat the
Person in whose name any Note is registered (as of the day of determination) as
the owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever, whether or
not such Note be overdue, and none of the Issuer, the Indenture Trustee or any
agent of the Issuer or the Indenture Trustee shall be affected by notice to the
contrary.

     SECTION 2.6. Payment of Principal and Interest. The Note Principal Balance
shall accrue interest on each day the Notes are outstanding as follows: (i) the
Note Principal Balance outstanding after giving effect to all payments on a
Payment Date shall accrue interest at the "Note Interest Rate", determined as
provided in the Note Purchase Agreement, for the Interest Period beginning on
such Payment Date, and (ii) the principal amount of each Borrowing during an
Interest Period shall accrue interest for the period from the related Borrowing
Date to the end of such Interest Period at the "Note Interest Rate", determined
as provided in the Note Purchase Agreement, with respect to such period and such
Borrowing, determined as provided in the Note Purchase Agreement. The amount of
interest payable in respect of the Notes on each Payment Date shall be equal to
the aggregate amount of interest determined pursuant to the preceding sentence,
provided that if any principal amount described in clause (i) or (ii) of the
preceding sentence together with interest accrued thereon to the date of payment
is paid prior to the end of such Interest Period pursuant to Section 3.8 of the
Sale and Servicing Agreement, then (x) Note Monthly Interest with respect to
such Interest Period shall not include the amount of interest so prepaid and (y)
such principal amount shall cease accruing interest as of the date of such
prepayment.


                                      -11-
<PAGE>

     (a) The principal of each Note shall be payable as provided in the Sale and
Servicing Agreement and the form of the Notes set forth in Exhibit A.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the earlier of (i) the
Final Payment Date and (ii) the date on which an Amortization Event shall have
occurred and be continuing, if the Indenture Trustee or the Registered
Noteholders representing not less than a majority of the Outstanding Amount of
the Notes have declared the Notes to be immediately due and payable in the
manner provided in Section 5.2 (unless such declaration has been rescinded
pursuant to the terms hereof).

     (b) Any installment of interest or principal payable on any Note that is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid to the Person in whose name such Note is registered on the
related Record Date by wire transfer in immediately available funds to the
account designated by such Person prior to such Record Date, or, in the absence
of any such designation, by check mailed to such Person at the address of such
Person appearing in the Note Register; except that the final installment of
principal and interest payable with respect to such Note on a Payment Date or on
the applicable Final Payment Date shall be payable as provided in paragraph (c)
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.2.

     (c) All principal and interest payments on the Notes shall be made pro rata
to the Registered Noteholders. The Indenture Trustee shall notify the Person in
whose name a Note is registered at the close of business on the Record Date
preceding the Payment Date on which it expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be mailed
or transmitted by facsimile prior to such final Payment Date and shall specify
that such final installment will be payable only upon presentation and surrender
of such Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. Such final installment shall be
paid only upon presentation and surrender of such Note to the Indenture Trustee.

     SECTION 2.7. Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder 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, except as expressly permitted by
this Indenture. All canceled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time, unless the Issuer shall direct by an Issuer Order that they
be destroyed or returned to it; provided, that such Issuer Order is timely and
the Notes have not been previously disposed of by the Indenture Trustee.

     SECTION 2.8. Release of Collateral. The Indenture Trustee shall not release
property from the lien of this Indenture except in accordance with the terms of
this Indenture, the Sale and Servicing Agreement and the Custodial Agreement.


                                      -12-
<PAGE>

     SECTION 2.9. Restriction on Transfers of Notes. No sale, pledge or other
transfer of record or beneficial ownership of a Note or any interest therein
shall be made unless such transfer is exempt from the registration requirements
of the Securities Act, and any applicable state securities laws or is made in
accordance with said Securities Act and laws, this Indenture and the Note
Purchase Agreement. The Issuer and the Indenture Trustee shall require the
transferee to execute an investment letter in the form of Exhibit B-1 or B-2
hereto certifying to the Issuer, the Indenture Trustee, the Servicer, the
Depositor and the Seller the facts surrounding such transfer, which investment
letter shall not be an expense of any such Person. The Registered Noteholder of
a Note desiring to effect such transfer shall, and does hereby agree to,
indemnify the Issuer, the Indenture Trustee, the Servicer, the Depositor and the
Seller against any liability that may result if the transfer is not so exempt or
is not made in accordance with such federal and state laws.

     SECTION 2.10. Tax Treatment. The Issuer has entered into this Indenture,
and the Notes will be issued, with the intention that, for federal, state and
local income, single business and franchise tax purposes, the Notes will qualify
as indebtedness of the Issuer secured by the Collateral. The Issuer, by entering
into this Indenture, and each Registered Noteholder, by its acceptance of a
Note, agrees to treat the Notes for federal, state and local income, single
business and franchise tax purposes as indebtedness of the Issuer.

                                  ARTICLE III.

                                    COVENANTS

     SECTION 3.1. Payment of Principal and Interest. The Issuer will duly and
punctually pay (or will cause to be duly and punctually paid) the principal of
and interest, if any, on the Notes in accordance with the terms of the Notes,
this Indenture and the other Operative Documents. Without limiting the
foregoing, subject to and in accordance with Section 8.2(b), on each Payment
Date the Issuer will cause to be distributed to the Registered Noteholders from
Available Funds on deposit in the Note Account all amounts required to be so
distributed pursuant to the Sale and Servicing Agreement. Amounts properly
withheld under the Code or any applicable state law by any Person from a payment
to any Registered Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Registered Noteholder for all purposes of
this Indenture.

     SECTION 3.2. Money for Payments To Be Held in Trust. All payments of
amounts due and payable with respect to any Notes pursuant to Section 8.2 shall
be made on behalf of the Issuer by the Indenture Trustee or by the Paying Agent,
and no such amounts shall be paid over to the Issuer except as provided in this
Section 3.2.

     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
6.11. The Issuer shall not appoint any Paying Agent (other


                                      -13-
<PAGE>

than the Indenture Trustee) which is not, at the time of such appointment, a
Designated Depository Institution.

     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 acts as Paying Agent, it hereby
so agrees), subject to the provisions of this Section 3.2, that such Paying
Agent will:

          (i) hold all sums held by it for the payment of amounts due with
respect to the Notes in trust for the benefit of the Registered Noteholders
entitled thereto until such sums shall be paid to such Registered Noteholders or
otherwise disposed of as herein provided and pay such sums to such Registered
Noteholders as herein provided;

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

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

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

          (v) 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; and

          (vi) not commence a bankruptcy proceeding against the Issuer in
connection with this Indenture.

     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 money.

     Subject to applicable laws with respect to escheat of funds or abandoned
property, any money held by the Indenture Trustee or any Paying Agent in trust
for the payment of any amount due with respect to any Note and remaining
unclaimed for two years after such amount has become due and payable shall be
discharged from such trust and be paid to the Issuer on Issuer Request; and the
Registered Noteholder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent of
the amounts so


                                      -14-
<PAGE>

paid to the Issuer), and all liability of the Indenture Trustee or such Paying
Agent with respect to such trust money shall thereupon cease; provided, however,
that the Indenture Trustee or such Paying Agent, before being required to make
any such repayment, shall at the expense and direction of the Issuer cause to be
published once, 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 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 Registered
Noteholders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Registered
Noteholder).

     SECTION 3.3. Existence. The Issuer will keep in full effect its existence,
rights and franchises as a business trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other State or of the United States of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes and the Collateral.

     SECTION 3.4. Protection of Collateral. The Issuer will, from time to time,
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable
to:

          (i) provide further assurance with respect to the Grant of all or any
portion of the Collateral;

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

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

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

          (v) preserve and defend title to the Collateral and the rights of the
Indenture Trustee in such Collateral against the claims of all persons and
parties.

     SECTION 3.5. Opinions as to Collateral. Once each year commencing on May 1,
2003, the Issuer shall furnish, to the Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and with respect to the execution and filing of any financing statements and


                                      -15-
<PAGE>

continuation statements as is necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action or
stating that in the opinion of such counsel no such action is necessary to
maintain such lien and security interest. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture during the following 12-month period.

     SECTION 3.6. Performance of Obligations; Servicing of Receivables.

     (a) 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 Collateral or that would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or
agreement, except as expressly provided in this Indenture, the Sale and
Servicing Agreement, the Custodial Agreement or such other instrument or
agreement.

     (b) 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. Initially, the Issuer has contracted with the Servicer pursuant to
the Sale and Servicing Agreement to assist the Issuer in performing its duties
under this Indenture and the other Operative Documents.

     (c) The Issuer will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the Operative Documents and in the
instruments and agreements included in the Collateral, including but not limited
to filing or causing to be filed all UCC financing statements and continuation
statements required to be filed by the terms of this Indenture and the Sale and
Servicing Agreement, in accordance with and within the time periods provided for
in this Indenture and/or the Sale and Servicing Agreement, as applicable.

     (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Termination Event under the Sale and Servicing Agreement, the Issuer shall
promptly notify the Indenture Trustee in writing thereof, and shall specify in
such notice the action, if any, the Issuer is taking with respect of such
Servicer Termination Event.

     (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 Registered Noteholders of at
least a majority of the Outstanding Amount of the Notes, amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of any Collateral
(except to the extent otherwise provided in the Sale and Servicing Agreement or
in the Receivables Documents) or the Operative Documents, or waive timely
performance or observance by the Servicer or the Seller


                                      -16-
<PAGE>

under the Sale and Servicing Agreement; 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 Registered
Noteholders or (B) reduce the aforesaid percentage of the Notes that is required
to consent to any such amendment, without the consent of the Registered
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
Registered Noteholders, the Issuer agrees, promptly following a request by the
Indenture Trustee to do so, to execute and deliver, in its own name and at its
own expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may deem necessary or appropriate in the circumstances.

     SECTION 3.7. Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:

          (i) except as expressly permitted by this Indenture, the Custodial
Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or
otherwise dispose of any of the properties or assets of the Issuer, including
those included in the Collateral;

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

          (iii) engage in any business or activity other than as permitted by
this Indenture, Trust Agreement and the other Operative 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 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 Receivables), 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 Receivables);

          (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 to be
impaired, or permit the lien of this Indenture to be subordinated, terminated or
discharged, (B) permit any lien, charge, excise, claim, security interest,
mortgage or other encumbrance (other than the lien of this Indenture) to be
created on or extend to or otherwise arise upon or burden the Collateral or any
part thereof or any interest therein (other than tax liens, mechanics' liens and
other liens that arise by operation of law, in each case on any of the Intervals
or Units and arising solely as a


                                      -17-
<PAGE>

result of an action or omission of the related Obligor) or (C) permit the lien
of this Indenture not to constitute a valid first priority (other than with
respect to any Permitted Lien or such tax, mechanics' or other lien) security
interest in the Collateral;

          (viii) take any other action or fail to take any action which may
cause the Issuer to be taxable as (a) 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; and

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

     SECTION 3.8. Annual Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee, within 120 days after the end of each fiscal year of the
Issuer (commencing with the fiscal year ended on or about March 31, 2002), an
Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that:

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

          (ii) to the best of such Authorized Officer's knowledge, based on such
review, the Issuer has complied with all conditions and covenants under the
Indenture throughout such year, or, if it has failed to comply with any such
condition or covenant, specifying each such failure to comply known to such
Authorized Officer and the nature and status thereof.

     SECTION 3.9. Covenants of the Issuer. All covenants of the Issuer in this
Indenture are covenants of the Issuer and are not covenants of the Owner
Trustee. The Owner Trustee is, and any successor Owner Trustee under the Trust
Agreement will be, entering into this Indenture solely as Owner Trustee under
the Trust Agreement and not in its respective individual capacity, and in no
case whatsoever shall the Owner Trustee or any such successor Owner Trustee be
personally liable on, or for any loss in respect of, any of the statements,
representations, warranties or obligations of the Issuer hereunder, as to all of
which the parties hereto agree to look solely to the property of the Issuer.

     SECTION 3.10. Investment Company Act. 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 3.10
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 3.11. 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


                                      -18-
<PAGE>

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 or security in or of the Issuer, the Seller, 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 Seller, the Depositor, the Indenture Trustee, the
Owner Trustee, the Registered Noteholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under,
this Indenture, the Sale and Servicing Agreement, the Trust Agreement or the
other Operative Documents. The Issuer will not, directly or indirectly, make or
cause to be made payments to or distributions from the Note Account except in
accordance with this Indenture and the other Operative Documents.

     SECTION 3.12. 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 3.13. Notice of Amortization Events. The Issuer shall give the
Indenture Trustee written notice within five Business Days of when it obtains
actual knowledge of each occurrence that is, or with notice or with the lapse of
time or both would become, an Amortization Event. Each such notice shall
describe what action the Issuer is taking or proposes to take with respect
thereto.

     SECTION 3.14. Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

     SECTION 3.15. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty) except as contemplated by the Sale and Servicing
Agreement.

                                  ARTICLE IV.

                           SATISFACTION AND DISCHARGE

     SECTION 4.1. Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes (except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Registered Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.2,
3.3 and 3.4 hereof, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the
rights of Registered Noteholders as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee payable to all or any of them),
and the Indenture Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes, when all of the following have occurred:


                                      -19-
<PAGE>

          (A)  either

               (1) all Notes theretofore authenticated and delivered (other than
          (i) Notes that have been destroyed, lost or stolen and that have been
          replaced or paid as provided in Section 2.4 and (ii) Notes for whose
          payment money has theretofore been deposited in trust or segregated
          and held in trust by the Issuer and thereafter repaid to the Issuer or
          discharged from such trust, as provided in Section 3.2) have been
          delivered to the Indenture Trustee for cancellation; or

               (2) all Notes not theretofore delivered to the Indenture Trustee
          for cancellation, either:

                    (a) have become due and payable, or

                    (b) are to be called for redemption within one year under
               arrangements satisfactory to the Indenture Trustee for the giving
               of notice of redemption by the Indenture Trustee in the name, and
               at the expense, of the Issuer, and the Issuer, in the case of
               (a.) above, has irrevocably deposited or caused to be irrevocably
               deposited with the Indenture Trustee cash or direct obligations
               of or obligations guaranteed by the United States of America
               (which will mature prior to the date such amounts are payable),
               in trust for such purpose, in an amount sufficient to pay and
               discharge the entire indebtedness on such Notes not theretofore
               delivered to the Indenture Trustee for cancellation when due to
               the Final Payment Date;

          (B) the date on which the Issuer has paid or caused to be paid all
     other sums payable hereunder and the other Operative Documents by the
     Issuer; and

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

     SECTION 4.2. Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Sections 3.2 and 4.3 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes, this
Indenture, the Sale and Servicing Agreement and the Trust Agreement, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Registered Noteholders for the payment of which such
moneys have been deposited with the Indenture Trustee, of all sums due and to
become due thereon for principal and interest; but such moneys need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.

     SECTION 4.3. Repayment of Moneys Held by Paying Agent. 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


                                      -20-
<PAGE>

Section 3.2 and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

                                   ARTICLE V.

                                    REMEDIES

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

     (a) failure to pay any Current Interest on any Note which continues
unremedied for a period of two Business Day after the date when the same becomes
due and payable; or

     (b) failure to pay the principal of or any installment of the principal of
any Note (other than due to a Borrowing Base Deficiency resulting from a
reduction in the Borrowing Base Percentage) which continues unremedied for a
period of two Business Day after the date when the same becomes due and payable;
or

     (c) failure to observe or perform any covenant or agreement of the Issuer
made in this Indenture (other than a covenant or agreement, a failure in the
observance or performance of which is elsewhere in this Section 5.1 specifically
dealt with) or the Issuer, the Seller, the Servicer, the Depositor or the Club
Trustee in the Sale and Servicing Agreement or the other Operative Documents, or
any representation or warranty of the Issuer, the Seller, the Servicer, the
Depositor or the Club Trustee made in this Indenture, the Sale and Servicing
Agreement or the other Operative Documents or in any certificate or other
writing delivered pursuant hereto or in connection herewith proving to have been
incorrect in any material respect as of the time when the same shall have been
made, and shall continue or not be cured, or the circumstance or condition in
respect of which such misrepresentation or warranty was incorrect shall not have
been eliminated or otherwise cured, for a period of 10 days after there shall
have been given, by registered or certified mail, to the Issuer and the Servicer
by the Indenture Trustee or to the Issuer, the Servicer and the Indenture
Trustee by the Registered Noteholders of a majority of the Outstanding Amount of
the Notes or the Agent on behalf of the Registered Noteholders, a written notice
specifying such failure to observe or perform covenants or incorrect
representation or warranty and requiring it to be remedied and stating that such
notice is a notice of Amortization Event hereunder; or

     (d) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect any of the Issuer, the Seller, the
Servicer, the Depositor or the Club Trustee or any substantial part of the



                                      -21-
<PAGE>

Collateral in an involuntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of any of the Issuer, the Seller, the Servicer, the Depositor
or the Club Trustee or for any substantial part of the Collateral, or ordering
the winding-up or liquidation of such Person's affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or

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

     (f) the Issuer becomes subject to regulation under the Investment Company
Act of 1940, as amended; or

     (g) a Servicer Termination Event shall have occurred and be continuing
(other than pursuant to Section 6.1(a)(x) of the Sale and Servicing Agreement);
or

     (h) a Borrowing Base Deficiency (other than a Borrowing Base Deficiency due
to a reduction in the Borrowing Base Percentage) shall exist for more than two
Business Days after any Determination Date; or

     (i) on any Determination Date, (A) the 6 month rolling average Delinquency
Ratio (Pledged) exceeds 8.0% or (B) the 6 month rolling average Default Ratio
(Pledged) exceeds 10.0%; or

     (j) the Indenture Trustee shall fail to have a first priority perfected
security interest in the Trust Estate subject to Permitted Liens.

     SECTION 5.2. Acceleration of Maturity; Rescission and Annulment. If an
Amortization Event should occur and be continuing, the Indenture Trustee shall,
at the direction of the Registered Noteholders representing not less than a
majority of the Outstanding Amount, declare all the Notes to be immediately due
and payable and the Commitments terminated, by a notice in writing to the Issuer
and to the Servicer (and to the Indenture Trustee if given by Registered
Noteholders), and upon any such declaration the unpaid principal amount of such
Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable.

     At any time after such declaration of acceleration of maturity (and the
termination of the Commitments) with respect to an Amortization Event has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter provided in this Article V
provided, the Registered Noteholders representing a majority of the Outstanding
Amount by written notice to the Issuer, the Servicer and the Indenture Trustee,
may


                                      -22-
<PAGE>

waive the related Amortization Event and rescind and annul such declaration and
its consequences if:

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

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

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

     (b)  all Amortization Events, other than the nonpayment of the principal of
the Notes that has become due solely by such acceleration, have been cured or
waived as provided in Section 5.12.

     No such rescission shall affect any subsequent occurrence that would
constitute an Amortization Event hereunder or impair any right consequent
thereto.

     SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

     (a) The Issuer covenants that if (i) it has failed to pay any interest on
any Note when the same becomes due and payable, and such failure to pay
continues for beyond any applicable grace period, or (ii) it has failed to pay
the principal of or any installment of the principal of any Note when the same
becomes due and payable, the Issuer will, upon demand of the Indenture Trustee,
pay to the Indenture Trustee, for the benefit of the Registered Noteholders, the
whole amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest at
the rate borne by the Notes and in addition thereto such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable out-of-pocket, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.

     (b) In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in own name and as trustee of an express trust,
may, in its discretion, and shall at the direction of the Registered Noteholders
representing a majority of the Outstanding Amount, institute a Proceeding for
the collection of the sums so due and unpaid, and may prosecute such Proceeding
to judgment or final decree, and may enforce the same against the Issuer upon
such Notes and collect in the manner provided by law out of the property of the
Issuer upon such Notes, wherever situated, the moneys adjudged or decreed to be
payable.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Operative Documents, none of the Issuer in its individual
capacity, the Owner Trustee in its individual capacity, the Indenture Trustee,
any owner of a beneficial interest in the Issuer, or any


                                      -23-
<PAGE>

of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on
any Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Indenture. Each Registered
Noteholder of a Note by its acceptance thereof agrees that, except as expressly
provided in the Operative Documents, in the case of an Amortization Event under
this Indenture, such Registered Noteholder shall have no claim against any of
the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in this Indenture or in any Note.

     (c)  If an Amortization Event occurs and is continuing, the Indenture
Trustee may, in its discretion, and shall at the direction of the Registered
Noteholders representing a majority of the Outstanding Amount, as more
particularly provided in Section 5.4, proceed to protect and enforce its rights
and the rights of the Registered Noteholders, by such appropriate Proceedings as
the Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or any other Operative Document or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or any other
Operative Document or by law.

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

          (i) to file and prove a claim or claims for the whole amount of
principal and interest owing and unpaid in respect of the Notes and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Indenture Trustee (including any claim for reasonable compensation
to the Indenture Trustee, each predecessor Indenture Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses
and liabilities incurred, and all advances made, by the Indenture Trustee and
each predecessor Indenture Trustee (except as a result of negligence or bad
faith)), and of the Registered Noteholders allowed in such Proceedings;

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


                                      -24-
<PAGE>

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

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

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

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

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

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

     SECTION 5.4. Remedies; Priorities.

     (a) If an Amortization Event shall have occurred and be continuing, the
Indenture Trustee may, and at the direction of the Registered Noteholders
representing a majority of the Outstanding Amount shall, upon receipt of
satisfactory indemnity and assurances (an unsecured indemnity of the initial
Registered Noteholder being sufficient for such purpose), do one or more of the
following (subject to Section 5.5):


                                      -25-
<PAGE>

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

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

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

          (iv) sell, securitize or otherwise dispose of the Collateral or any
portion thereof or rights or interests therein in a commercially reasonable
manner, at one or more public or private sales called and conducted in any
manner permitted by law.

     (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out the money or property in the order of priority
set forth in Section 3.2 of the Sale and Servicing Agreement.

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

     SECTION 5.5. Optional Preservation of the Collateral. If the Notes have
been declared to be due and payable under Section 5.2 following an Amortization
Event and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain possession
of the Collateral. It is the desire of the parties hereto and the Registered
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Collateral. In determining whether to maintain possession of the
Collateral, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Collateral for such purpose.

     SECTION 5.6. Limitation of Suits. No Registered Noteholder of any Note
shall have any right to institute any Proceeding, judicial or otherwise, with
respect to this Indenture, the Sale or Servicing Agreement or any other
Operative Document (other than the Note Purchase Agreement) or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

     (a) such Registered Noteholder has previously given written notice to the
Indenture Trustee of a continuing Amortization Event;


                                      -26-
<PAGE>

     (b) the Registered Noteholders of a majority of the Outstanding Amount have
made written request to the Indenture Trustee to institute such Proceeding in
respect of such Amortization Event in its own name as Indenture Trustee
hereunder;

     (c) such Registered Noteholder or Registered Noteholders have offered to
the Indenture Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in complying with such request (an unsecured
indemnity of the initial Registered Noteholder being sufficient for such
request);

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

     (e) no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Registered Noteholders of
a majority of the Outstanding Amount.

     It is understood and intended that no one or more Registered Noteholders
shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture or any other Operative Document to affect, disturb
or prejudice the rights of any other Registered Noteholders or to obtain or to
seek to obtain priority or preference over any other Registered Noteholders or
to enforce any right under this Indenture or any other Operative Document,
except in the manner herein provided.

     In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Registered
Noteholders, each representing less than a majority of the Outstanding Amount,
the Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture or any
other Operative Document.

     SECTION 5.7. Unconditional Rights of Registered Noteholders To Receive
Principal and Interest. Notwithstanding any other provisions in this Indenture,
the Registered Noteholder of any Note shall have the right, which is absolute
and unconditional, to receive payment of the principal of and interest, if any,
on such Note on or after the Final Payment Date and following an Amortization
Event and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Registered Noteholder.

     SECTION 5.8. Restoration of Rights and Remedies. If the Indenture Trustee
or any Registered 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 Registered Noteholder, then and in every such case the
Issuer, the Indenture Trustee and the Registered Noteholders shall, subject to
any determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee and the Registered Noteholders shall continue as though no
such Proceeding had been instituted.


                                      -27-
<PAGE>

     SECTION 5.9. Rights and Remedies Cumulative. No right or remedy herein or
in any other Operative Document conferred upon or reserved to the Indenture
Trustee or to the Registered 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, thereunder or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     SECTION 5.10. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Registered Noteholder of any Note to exercise any right
or remedy accruing upon any occurrence that is, or with notice or with the lapse
of time or both would become, an Amortization Event shall impair any such right
or remedy or constitute a waiver of any such occurrence that is, or with notice
or with the lapse of time or both would become, an Amortization Event or an
acquiescence therein. Every right and remedy given by this Indenture or any
other Operative Document or by law to the Indenture Trustee or to the Registered
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee or by the Registered Noteholders, as the
case may be.

     SECTION 5.11. Control by Registered Noteholders. The Registered Noteholders
of a majority of the Outstanding Amount shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

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

     (b) any direction to the Indenture Trustee to sell or liquidate the
Collateral shall be by Registered Noteholders representing not less than 100% of
the Outstanding Amount;

     (c) if the conditions set forth in Section 5.5 have been satisfied and the
Indenture Trustee elects to retain the Collateral pursuant to such Section, then
any direction to the Indenture Trustee by Registered Noteholders representing
less than 100% of the Outstanding Amount to sell or liquidate the Collateral
shall be of no force and effect; and

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

     Notwithstanding the rights of the Registered Noteholders set forth in this
Section, subject to Section 6.1, the Indenture Trustee need not take any action
that it determines might involve it in liability or might materially adversely
affect the rights of any Registered Noteholders not consenting to such action.

     Notwithstanding anything contained herein to the contrary, the Indenture
Trustee shall not be bound to, obligated or required to take any action at the
request or direction of any Registered Noteholder pursuant to this Indenture if
such Registered Noteholder shall not have made available to the Indenture
Trustee, security or indemnity reasonably acceptable to the Indenture Trustee
against the costs, expenses and liabilities (including fee and expenses of its


                                      -28-
<PAGE>

agents and counsel) which might be incurred by it in compliance with the written
request or direction.

     SECTION 5.12. Waiver of Past Amortization Events. The Registered
Noteholders representing 100% of the Outstanding Amount may waive any past
occurrence that is, or with notice or with the lapse of time or both would
become, an Amortization Event and its consequences. In the case of any such
waiver, the Issuer, the Indenture Trustee and the Registered Noteholders shall
be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Amortization Event or impair
any right consequent thereto.

     Upon any such waiver, such occurrence that is, or with notice or with the
lapse of time or both would become, an Amortization Event shall cease to exist
and be deemed to have been cured and not to have occurred, and any Amortization
Event arising therefrom shall be deemed to have been cured and not to have
occurred, for every purpose of this Indenture and each other Operative Document;
but no such waiver shall extend to any subsequent or other occurrence that is,
or with notice or with the lapse of time or both would become, an Amortization
Event or impair any right consequent thereto.

     SECTION 5.13. Undertaking for Costs. All parties to this Indenture agree,
and each Registered Noteholder of any Note by such Registered Noteholder's
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
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 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Registered Noteholder, or
group of Registered Noteholders, in each case holding in the aggregate more than
10% of the Outstanding Amount or (c) any suit instituted by any Registered
Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the respective due dates expressed in such Note and in this
Indenture.

     SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Indenture
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

     SECTION 5.15. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture or any other Operative
Document shall not be affected by the seeking, obtaining or application of any
other relief under or with respect


                                      -29-
<PAGE>

to this Indenture or any other Operative Document. Neither the lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Registered
Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Issuer or by the levy of any execution under such judgment
upon any portion of the Collateral or upon any of the assets of the Issuer. Any
money or property collected by the Indenture Trustee shall be applied in
accordance with Section 5.4(b).

     SECTION 5.16. Performance and Enforcement of Certain Obligations.

     (a) Promptly following a request from the Indenture Trustee to do so, 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 Seller and
the Servicer, as applicable, of each of their obligations to the Issuer under or
in connection with the Sale and Servicing Agreement and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement or any other Operative
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 Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Depositor, the Seller or the Servicer of each of their obligations under the
Sale and Servicing Agreement and the other Operative Documents.

     (b) If an Amortization Event has occurred and is continuing, the Indenture
Trustee may, and at the written direction of the Registered Noteholders of
66-2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers,
privileges and claims of the Issuer against the Depositor, the Seller or the
Servicer under or in connection with the Sale and Servicing Agreement and the
other Operative Documents including the right or power to take any action to
compel or secure performance or observance by the Depositor, the Seller or the
Servicer, as the case may be, of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension, or waiver under the Sale and Servicing Agreement or any other
Operative Document and any right of the Issuer to take such action shall be
suspended.

                                  ARTICLE VI.

                              THE INDENTURE TRUSTEE

     SECTION 6.1. Duties of Indenture Trustee.

     (a) If an Amortization Event of which a Responsible Officer of the
Indenture Trustee shall have actual knowledge has occurred and is continuing,
the Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

     (b) Except during the continuance of an Amortization Event:


                                      -30-
<PAGE>

          (i) the Indenture Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Indenture
Trustee; and

          (ii) in the absence of bad faith on its part, the Indenture Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates (or similar documents) or
opinions furnished to the Indenture Trustee and conforming to the requirements
of this Indenture; however, the Indenture Trustee shall examine the certificates
(or similar documents) and opinions to determine whether or not they conform to
the requirements of this Indenture; provided that the Indenture Trustee shall
not be responsible for the accuracy or content of any certificate (or similar
document) or opinion furnished to it pursuant to the terms of this Indenture.

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

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

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

          (iii) the Indenture Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 5.11 or for exercising or omitting to
exercise any trust or power conferred upon the Indenture Trustee under this
Indenture.

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

     (e) The Indenture Trustee shall not be liable for interest on any money
received by it except to the extent of income or other gain on investments which
are deposits in or certificates of deposit of the Indenture Trustee in its
commercial capacity. In no event shall the Indenture Trustee be liable for the
selection of investments or for investment losses incurred thereon.

     (f) Money held in trust by the Indenture Trustee shall be segregated from
other funds except to the extent permitted by law or the terms of this Indenture
or the Sale and Servicing Agreement.

     (g) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. In determining that such repayment or indemnity is not
reasonably assured to it, the Indenture Trustee must consider not only the
likelihood of repayment or indemnity by or on behalf of the Issuer but also the
likelihood of repayment or indemnity from amounts payable to it from the
Collateral pursuant to Section 5.4.


                                      -31-
<PAGE>

     (h) The Indenture Trustee is authorized and directed to enter into that
certain lockbox agreement (the "Lock-Box Agreement"), among the Indenture
Trustee, Bluegreen and Fleet Bank with respect to Lock-Box Account No. specified
therein (the "Lock-Box Account"). Pursuant to the Lock-Box Agreement, the
Lock-Box Account will be titled as follows "U.S. Bank National Association, as
Indenture Trustee, of BXG Receivables Note Trust 2001-A". The Indenture Trustee
is authorized and directed to act as titleholder of the Lock-Box Account in
accordance with the terms of the Lock-Box Agreement for the benefit of the
Noteholders with interests in the funds on deposit in such accounts.

     SECTION 6.2. Rights of Indenture Trustee.

     (a) The Indenture Trustee may conclusively rely on any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Indenture Trustee need not investigate any fact or matter stated in the
document.

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

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

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

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

     (f) 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, entitlement order,
approval or other paper or document.

     SECTION 6.3. Individual Rights of Indenture Trustee. The Indenture Trustee
in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Indenture Trustee must comply with Sections 6.11 and 6.12.


                                      -32-
<PAGE>

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

     SECTION 6.5. Notice of Amortization Events. If an occurrence that is, or
with notice or with the lapse of time or both would become an Amortization Event
occurs and is continuing and if it is known to a Responsible Officer of the
Indenture Trustee, the Indenture Trustee shall mail to each Registered
Noteholder notice of the occurrence that is, or with notice or with the lapse of
time or both would become an Amortization Event within 10 days after it occurs.
Except in the case of an occurrence that is, or with notice or with the lapse of
time or both would become an Amortization Event in payment of principal of or
interest on any Note, the Indenture Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Registered Noteholders.

     SECTION 6.6. Reports by Indenture Trustee to Registered Noteholders. The
Indenture Trustee shall deliver to each Registered Noteholder such information
as may be required to enable such Registered Noteholder to prepare its federal
and state income tax returns.

     SECTION 6.7. Compensation and Indemnity. The Indenture Trustee shall
receive compensation for fees and reimbursement for expenses pursuant to Section
3.2 of the Sale and Servicing Agreement, subject to Section 6.1(g) of this
Indenture. The Indenture Trustee and any director, officer, employee or agent of
the Indenture Trustee shall be indemnified pursuant to Section 3.4 of the Sale
and Servicing Agreement and held harmless against any loss, liability, or
unanticipated out-of-pocket expense incurred or paid to third parties, including
reasonable attorneys' fees and expenses (which expenses shall not include
salaries paid to employees, or allocable overhead, of the Indenture Trustee) in
connection with the acceptance or administration of its trusts hereunder or the
Notes, or by reason of its participation in the transaction contemplated hereby,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder. The
provisions of this Section 6.7 shall survive the termination of this Indenture.

     This Section shall survive the discharge of this Indenture and the
replacement of the Indenture Trustee. When the Indenture Trustee incurs expenses
after the occurrence of an Amortization Event specified in Section 5.1(e) or (f)
with respect to the Issuer or the Servicer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.

     SECTION 6.8. Replacement of Indenture Trustee. No resignation or removal of
the Indenture Trustee and no appointment of a successor Indenture Trustee shall
become effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section. The Indenture Trustee may resign at any time
upon 30 day prior notice by so notifying


                                      -33-
<PAGE>

the Issuer, the Servicer and the Agent. The Registered Noteholders of a majority
of the Outstanding Amount may remove the Indenture Trustee by so notifying the
Indenture Trustee, the Issuer and the Servicer and may appoint a successor
Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

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

     (b) the Indenture Trustee is adjudged a bankrupt or insolvent;

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

     (d) the Indenture Trustee otherwise becomes incapable of acting; or

     (e) the Indenture Trustee breaches its obligations hereunder in a material
respect.

     If the Indenture Trustee resigns or is removed, or if a vacancy exists in
the office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuer
shall promptly appoint a successor Indenture Trustee reasonably acceptable to
the Registered Noteholders of a majority of the Outstanding Amount. A successor
Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee, the Servicer and the Issuer. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture. The successor Indenture Trustee
shall mail a notice of its succession to the Registered Noteholders. The
retiring Indenture Trustee shall promptly transfer all property held by it as
Indenture Trustee at the Issuer's expense to the successor Indenture Trustee.

     If a successor Indenture Trustee does not take office within 60 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer, the Servicer or the Registered Noteholders of a majority of
the Outstanding Amount may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.

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

     Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section, the Issuer's obligations under Section 6.7 shall continue for the
benefit of the retiring Indenture Trustee.

     SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act (other than the execution and delivery to the Issuer and
the Servicer of an assignment and assumption of this Indenture, to the extent
that such succession is not effected by operation of law) shall be the successor
Indenture Trustee;


                                      -34-
<PAGE>

provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11.

     In case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force provided in the Notes or in this Indenture.

     SECTION 6.10. Appointment of Co-Indenture Trustee or Separate-Indenture
Trustee.

     (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Collateral may at the time be located, the Indenture Trustee
shall have the power and may execute and deliver all instruments to appoint one
or more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Registered Noteholders,
such title to the Collateral, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Indenture Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 6.11 and no notice to Registered Noteholders
of the appointment of any co-trustee or separate trustee shall be required under
Section 6.8 hereof; provided that the Indenture Trustee shall deliver notice of
any such co-trustee or separate trustee to the Servicer.

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

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

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


                                      -35-
<PAGE>

          (iii) the Indenture Trustee may at any time accept the resignation of
or remove any separate trustee or co-trustee.

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

     (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Indenture on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall at
all times be authorized to exercise corporate trust powers. The Indenture
Trustee shall have or be a member of a bank holding company that has a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition and it or its parent shall have a long-term
debt rating of A3 or better by Moody's or shall otherwise be acceptable to
Moody's. If at any time the Indenture Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect specified in Section 6.8 hereof.

     SECTION 6.12. 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 Agent of the location, and of
any change in the location, of any such office or agency. If at any time the
Indenture Trustee shall fail to maintain any such office or agency or shall fail
to furnish the Issuer or the Servicer with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the
Issuer hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.


                                      -36-
<PAGE>

                                  ARTICLE VII.

                         NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.1. Preservation of Information; Communications to Registered
Noteholders. Registered Noteholders may communicate with other Registered
Noteholders with respect to their rights under this Indenture or under the
Notes.

                                 ARTICLE VIII.

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

     SECTION 8.2. Accounts; Distributions.

     (a) On or prior to the Closing Date, the Indenture Trustee shall establish
and maintain, in the name of the Indenture Trustee for the benefit of the
Registered Noteholders, the Note Account, as provided in the Sale and Servicing
Agreement. The Indenture Trustee shall make the allocations and disbursements
from the Available Funds held in the Note Account in accordance with the terms
hereof and the Sale and Servicing Agreement.

     (b) On each Payment Date, to the extent of Available Funds on deposit in
the Note Account, the Indenture Trustee or the Paying Agent shall make
distributions from Available Funds withdrawn from the Note Account in the order
of priority set forth in Section 3.2 of the Sale and Servicing Agreement.

     SECTION 8.3. General Provisions Regarding Accounts. The funds in the
Accounts shall be invested in accordance with the provisions of Section 3.3 of
the Sale and Servicing Agreement

     SECTION 8.4. Release of Collateral.

     (a) Subject to the payment of its fees and expenses pursuant to Section
6.7, the Indenture Trustee may, and when required by the provisions of this
Indenture, the Sale and Servicing Agreement or the Custodial Agreement shall,
execute instruments to release property


                                      -37-
<PAGE>

from the lien of this Indenture, or convey the Indenture Trustee's interest in
the same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture and the other Operative Documents. No party relying
upon an instrument executed by the Indenture Trustee as provided in this Article
VIII shall be bound to ascertain the Indenture Trustee's authority, inquire into
the satisfaction of any conditions precedent or see to the application of any
moneys.

     (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Indenture Trustee and the Owner Trustee in
respect of the Notes have been paid and the Commitments terminated, release any
remaining portion of the Collateral that secured the Notes from the lien of this
Indenture and release to the Issuer or any other Person entitled thereto any
funds then on deposit in the Accounts. The Indenture Trustee shall release
property from the lien of this Indenture pursuant to this Subsection (b) only
upon receipt of an Issuer Request accompanied by an Officer's Certificate and an
Opinion of Counsel meeting the applicable requirements of Section 11.1.

                                  ARTICLE IX.

                             SUPPLEMENTAL INDENTURE

     SECTION 9.1. Reserved.

     SECTION 9.2. Supplemental Indentures. The Issuer and the Indenture Trustee,
when authorized by an Issuer Order, may, with the consent of the Registered
Noteholders of not less than a majority of the Outstanding Amount, 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 Registered
Noteholders under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Registered Noteholder of each Note
affected thereby:

     (a) change the date of payment of any installment of principal of or
interest on any Note, or reduce the principal amount thereof, or the interest to
accrue thereon, change the provisions of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Collateral to
payment of principal of or interest on the Notes, or change any place of payment
where, or the coin or currency in which, any Note or the interest thereon is
payable, or impair the right to institute suit for the enforcement of the
provisions of this Indenture requiring the application of funds available
therefor, as provided in Article V, to the payment of any such amount due on the
Notes on or after the respective due dates thereof;

     (b) reduce the percentage of the Outstanding Amount, the consent of the
Registered Noteholders of which is required for any such supplemental indenture,
or the consent of the Registered Noteholders of which is required for any waiver
of compliance with certain provisions of this Indenture or certain failures to
comply with the terms hereof and their consequences provided for in this
Indenture;

     (c) reduce the percentage of the Outstanding Amount required to direct the
Indenture Trustee to direct the Issuer to sell or liquidate the Collateral
pursuant to Section 5.11;


                                      -38-
<PAGE>

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

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

     (f) permit the creation of any lien ranking prior to or on a parity with
the lien of this Indenture with respect to any part of the Collateral or, except
as otherwise permitted or contemplated herein or any other Operative Document,
terminate the lien of this Indenture on any property at any time subject hereto
or deprive the Registered Noteholder of any Note of the security provided by the
lien of this Indenture.

     The Indenture Trustee may in its discretion determine whether or not any
Notes would be affected by any supplemental indenture and any such determination
shall be conclusive upon the Registered Noteholders of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.

     In connection with requesting the consent of the Registered Noteholders
pursuant to this Section, the Indenture Trustee shall mail to the Registered
Noteholders to which such amendment or supplemental indenture relates a notice
setting forth in general terms the substance of such supplemental indenture. It
shall not be necessary for any Act of Registered Noteholders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

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

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


                                      -39-
<PAGE>

     SECTION 9.5. Reference in Notes to Supplemental Indenture. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Notes.

                                   ARTICLE X.

                                   BORROWINGS

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

          (i) the Custodian shall have delivered to the Indenture Trustee and
the Agent the Custodian's Certificate pursuant to the Custodial Agreement with
respect to the Receivables and related Receivables Documents being purchased by
the Depositor and the Issuer on such Borrowing Date;

          (ii) no Amortization Event has occurred and is continuing and no such
event would result from the conveyance of such Receivables under the Sale and
Servicing Agreement or hereunder;

          (iii) after giving effect to the purchase and transfer of Receivables
by the Depositor and the Issuer on such Borrowing Date, the Outstanding Note
Balance shall not exceed either the Facility Limit or the Borrowing Base;

          (iv) after giving effect to the purchase and transfer of Receivables
by the Depositor and the Issuer on such Borrowing Date, any Hedge Agreements
with a Qualified Hedge Counterparties and meeting the Required Hedge Amount
shall be in full force and effect;

          (v) no Authorized Officer of the Indenture Trustee has actual
knowledge or has received notice 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 Certification; and


                                      -40-
<PAGE>

          (vii) each of the conditions set forth in the Note Purchase Agreement
and Section 2.5 of the Sale and Servicing Agreement shall have been satisfied.

     (b) Borrowing Dates shall not occur more frequently than once every
calendar week unless otherwise approved by the Agent. Notice of any Borrowing
shall be given by the Issuer to the Indenture Trustee, and the Indenture Trustee
shall give notice of any such Borrowing to each Registered Noteholder of the
Notes. Each Borrowing shall be made pro rata according to the unused Commitments
pursuant to the Note Purchase Agreement.

     (c) For clarity, it is understood that the Receivables, related Receivables
Documents and other Assets will be conveyed by the Seller to the Depositor and
by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement
without recourse, representation on warranty except as expressly provided
therein. Without limiting the foregoing, none of the Seller, the Depositor or
any of their respective subsidiaries shall be responsible for payments on the
Receivables, and any other credit risks associated therewith shall be borne by
the Issuer and the holders of any obligations of the Issuer.

                                  ARTICLE XI.

                                  MISCELLANEOUS

     SECTION 11.1. Compliance Certificates and Opinions, etc. Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture as to which an Officer's Certificate or an
Opinion of Counsel is required, the Issuer shall furnish to the Indenture
Trustee an Officer's Certificate or an Opinion of Counsel, as the case may be,
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with.

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

          (1) a statement that each Person signing such certificate or opinion
     has read or has caused to be read such covenant or condition and the
     definitions herein relating thereto;

          (2) 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; and

          (3) a statement as to whether, in the opinion of each such signatory,
     such condition or covenant has been complied with.

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


                                      -41-
<PAGE>

Person may certify or give an opinion as to such matters in one or several
documents.

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

     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.

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

     SECTION 11.3. Acts of Registered Noteholders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Registered
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Registered 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 in writing to the Indenture Trustee, and, where it is hereby
expressly required, to each other Person to whom such instrument or instruments
are required to be delivered. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Registered 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 6.1) conclusive in favor of the Indenture Trustee, the Issuer and any
such other Person, if made in the manner provided in this Section.


                                      -42-
<PAGE>

     (b) The fact and date of the execution by any person of any such instrument
or writing may be proved in any manner that the Indenture Trustee deems
sufficient.

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

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

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

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

     (b) in the case of the Issuer or any other Person, as provided in Section
8.10 of the Sale and Servicing Agreement.

     SECTION 11.5. Notices to Registered Noteholders; Waiver. Where this
Indenture provides for notice to Registered Noteholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to each Registered
Noteholder affected by such event, at his address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Registered Noteholders is given by mail, neither the failure to mail such notice
nor any defect in any notice so mailed to any particular Registered Noteholder
shall affect the sufficiency of such notice with respect to other Registered
Noteholders, and any notice that is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Registered Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

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


                                      -43-
<PAGE>

     SECTION 11.6. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 11.7. Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors, co-trustees and agents.

     SECTION 11.8. Separability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     SECTION 11.9. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Registered Noteholders, and any
other party secured hereunder, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

     SECTION 11.10. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

     SECTION 11.11. Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

     SECTION 11.12. 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 11.13. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer at its expense upon certification by the Agent or the
Indenture Trustee to the effect that such recording is necessary or advisable
either for the protection of the Indenture Trustee or the Registered Noteholders
or for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.

     SECTION 11.14. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Depositor, the
Seller, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or
under this Indenture or any certificate or other writing delivered in connection
herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in
its individual capacity, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Indenture Trustee or the Owner Trustee in its individual capacity,
any Registered Noteholder of a


                                      -44-
<PAGE>

beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. By its acceptance
of a Note, each Registered Noteholder covenants and agrees to the foregoing. For
all purposes of this Indenture, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Article VI, VII and VIII of the
Trust Agreement.

     SECTION 11.15. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Registered Noteholder, by accepting a Note, hereby covenant
and agree that they will not institute against the Depositor or the Issuer, or
join in any institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the Operative Documents for one year and one day after payment of the Notes.

     SECTION 11.16. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees, and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

     SECTION 11.17. Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein or in any other Operative 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, 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.


                                      -45-
<PAGE>


     IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Indenture to be duly executed by their respective officers, thereunto duly
authorized and duly attested, all as of the day and year first above written.

                                BXG RECEIVABLES NOTE TRUST 2001-A

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

                                By:   /s/ Patricia A. Evans
                                      ------------------------------------------
                                      Name:      Patricia A. Evans
                                                 -------------------------------
                                      Title:     Assistant Vice President
                                                 -------------------------------

                                U.S. BANK NATIONAL ASSOCIATION
                                     (formerly known as U.S. Bank Trust National
                                     Association), as Indenture Trustee

                                By:   /s/ Tamara Schultz-Fugh
                                      ------------------------------------------
                                      Name       Tamara Schultz-Fugh
                                                 -------------------------------
                                      Title:     Vice President
                                                 -------------------------------


                         [SIGNATURE PAGE TO INDENTURE]
<PAGE>



STATE OF                                             )
         ---------------------------------------------
                                                     )  ss.:
COUNTY OF                                            )
          --------------------------------------------

     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared ______________________, known
to me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said
Wilmington Trust Company, not in its individual capacity, but solely as Owner
Trustee on behalf of BXG Receivables Note Trust 2001-A, a Delaware business
trust, and that such person executed the same as the act of said business trust
for the purpose and consideration therein expressed, and in the capacities
therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___ day of April, 2002.


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


Notary Public in and for the State of
                                      ------------------------
(Seal)

My commission expires:


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


                                        1

<PAGE>

STATE OF                                             )
         ---------------------------------------------
                                                     )  ss.:
COUNTY OF                                            )
          --------------------------------------------

     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared _____________, known to me to
be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of U.S. Bank National
Association, not in its individual capacity, but solely as Indenture Trustee,
and that such person executed the same as the act of said corporation for the
purpose and consideration therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___ day of April, 2002.


Notary Public in and for the State of
                                      ------------------------
(Seal)

My commission expires:


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


                                        1

<PAGE>

                                    EXHIBIT A

                                  Form of Note

NEITHER THIS NOTE NOR ANY INTEREST HEREIN HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE
SECURITIES LAW. ANY RESALE OR TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN)
WITHOUT REGISTRATION THEREOF UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES
LAW MAY BE MADE ONLY IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 2.9 OF THE INDENTURE REFERRED TO HEREIN.

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

THIS IS A REVOLVING NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO COMPLY WITH THE TERMS
OF THE INDENTURE AND OTHER OPERATIVE DOCUMENTS (AS DEFINED IN THE INDENTURE)
APPLICABLE TO REGISTERED HOLDERS OF THE NOTES.

Date of Indenture: As of April 17, 2002
First Payment Date: ____________________
Denomination:  $_________________
Initial Note Principal Balance:  $[ ]
Maximum Note Principal Amount:  $125,000,000
                                    Note No: 0001


                                   A-1
<PAGE>

                        BXG RECEIVABLES NOTE TRUST 2001-A
                        ASSET BACKED NOTES, SERIES 2001-A

     BXG RECEIVABLES NOTE TRUST 2001-A, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to __________, or registered assigns,
the lesser of (a) the principal sum of _______________________ ($_____________)
and (b) the aggregate outstanding amount of advances hereunder made pursuant to
Section 10.1 of the Amended and Restated Indenture dated as of April 17, 2002,
between the Issuer and U.S. Bank National Association (formerly known as U.S.
Bank Trust National Association), a national banking association, as Indenture
Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of (i) the
Payment Date occurring in March 2006 (the "Final Payment Date") and (ii) the
date on which an Amortization Event shall have occurred and be continuing, if
the Indenture Trustee, at the direction of the Registered Noteholders
representing not less than a majority of the Outstanding Amount, has declared
the Notes to be immediately due and payable in the manner provided in Section
5.2 of the Indenture (unless such declaration has been rescinded in accordance
with the terms of the Indenture). Capitalized terms used but not defined herein
are defined in Article I of the Indenture.

     Pursuant to the terms of the Indenture, payments will be made on the 1st
day of each month or, if such day is not a Business Day, on the Business Day
immediately following such day (the "Payment Date"), commencing on the first
Payment Date specified above, to the Person in whose name this Note is
registered at the close of business on the applicable Record Date, in such
amounts as are determined pursuant to the Indenture and the Sale and Servicing
Agreement.

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

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

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

                               [Signatures follow]

<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

Date:  ________________________

                         BXG RECEIVABLES NOTE TRUST 2001-A

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

                         By:
                                  _____________________________________________
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

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

Date:  ______________________________

________________________ ,
as Indenture Trustee

By:      ______________________________
Authorized Signatory


                                       2
<PAGE>

                                [Reverse of Note]

     This Note is one of a Series of a duly authorized issue of Notes of the
Issuer, designated as the BXG Receivables Note Trust 2001-A, Asset Backed Notes,
Series 2001-A (herein called the "Notes"), issued under the Indenture, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Registered Noteholders. To the extent that any
provision of this Note contradicts or is inconsistent with the provisions of the
Indenture, the provisions of the Indenture shall control and supersede such
contradictory or inconsistent provision herein. Terms not defined herein will
have the definitions as provided in the Indenture. The Notes are subject to all
terms of the Indenture.

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

     The Notes are revolving notes, the principal of which may be repaid and
reborrowed without penalty pursuant to the terms of the Indenture.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the Final Payment Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Amortization Event shall have occurred and be
continuing and the Indenture Trustee, at the direction of the Registered
Noteholders representing not less than a majority of the Outstanding Amount, has
declared the Notes to be immediately due and payable in the manner provided in
Section 5.2 of the Indenture (unless such declaration has been rescinded in
accordance with the terms of the Indenture). All principal payments on the Notes
shall be made pro rata to the Registered Noteholders entitled thereto on the
basis of their Note Principal Balance.

     Payments of interest on this Note are due and payable on each Payment Date,
together with the installment of principal, if any, and to the extent not in
full payment of this Note, shall be made by check mailed to the Person whose
name appears as the Registered Noteholder of the Note on the Note Register as of
the close of business on each Record Date, or by wire transfer in immediately
available funds to the account designated by such Person. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of the applicable Record Date without requiring
that this Note be submitted for notation of payment. Any reduction in the
principal amount of this Note effected by any payments made on any Payment Date
shall be binding upon all future Registered Noteholders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Noteholder hereof as of the Record Date preceding such Payment Date
by notice mailed or transmitted by facsimile prior to such Payment Date, and the
amount then due and payable shall be payable only upon presentation and
surrender of this


                                        3
<PAGE>

Note at the Indenture Trustee's principal Corporate Trust Office or at the
office of the Indenture Trustee's agent appointed for such purposes located in
The City of New York.

     As provided in the Indenture and subject to certain limitations and
restrictions on transfer set forth therein, the transfer of this Note may be
registered on the Note Register upon surrender of this Note for registration of
transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by or accompanied by a written instrument of transfer
in form satisfactory to the Indenture Trustee duly executed by the Registered
Noteholder hereof or such Registered Noteholder's attorney duly authorized in
writing and thereupon one or more new Notes of authorized denominations and in
the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of
transfer or exchange of this Note but the transferor may be required to pay a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any such registration of transfer or exchange, other than for
exchanges as provided under Sections 2.4 of the Indenture.

     Each Registered Noteholder, by acceptance of a Note (or any interest
therein), covenants and agrees that the Trust Estate is the sole source of
payment for the obligations evidenced hereby and that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Depositor, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee
on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial or
other interest in the Issuer or (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer, the
Owner Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as any
such person may have expressly agreed in writing.

     Each Registered Noteholder, by acceptance of a Note, covenants and agrees
by accepting the benefits of the Indenture that such Registered Noteholder will
not institute against the Seller, the Servicer, the Depositor or the Issuer, or
join in any institution against the Seller, the Servicer, the Depositor or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or similar
law in connection with any obligations relating to the Notes, the Indenture or
any of the Operative Documents for one year and one day after payment of the
Notes.

     The Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, state and local income, single business and
franchise tax purposes, the Note will qualify as indebtedness of the Issuer
secured by the Trust Estate. Each Registered Noteholder, by acceptance of a
Note, agrees to treat the Notes for federal, state and local income, single
business and franchise tax purposes as indebtedness of the Issuer.

     Prior to the due presentment for registration of transfer of this Note, the
Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this


                                        4
<PAGE>

Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Registered Noteholders under the Indenture at any
time by the Issuer with the consent of the Registered Noteholder of Notes
representing a majority of the Outstanding Amount. The Indenture also contains
provisions permitting the Registered Noteholders representing not less than a
majority of the Outstanding Amount on behalf of the Registered Noteholders of
all the Notes to waive compliance by the Issuer with certain provisions of the
Indenture and certain past failures to comply with the terms of the Indenture
and their consequences. Any such consent or waiver by the Registered Noteholder
of this Note shall be conclusive and binding upon such Registered Noteholder and
upon all future Registered Noteholders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.

     The term "Issuer" as used in this Note includes any successor to the Issuer
under the Indenture.

     The Notes are issuable only in registered form in denominations as provided
in the Indenture, subject to certain limitations therein set forth.

     This Note and the Indenture shall be construed in accordance with the laws
of the State of New York without reference to conflicts of laws principles, and
the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Operative Documents, none of the Issuer in its individual
capacity, the Owner Trustee in its individual capacity, any owner of a
beneficial or other interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Registered Noteholder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Operative
Documents, in the case of an Amortization Event under the Indenture, the
Registered Noteholder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


                                       5
<PAGE>

                                   ASSIGNMENT

     Social Security or Taxpayer I.D. or other identifying number of assignee:

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

------------------------------------------------------------------------
(name and address of assignee)

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

Dated: __________________*/

Signature Guaranteed:

________________________*/

     */ NOTICE: The signature to this assignment must correspond with the name
of the Registered Noteholder as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


                                       6
<PAGE>

                                   EXHIBIT B-1

                     FORM OF CERTIFICATE REGARDING TRANSFER
                              (ACCREDITED INVESTOR)

                                     [DATE]

[Indenture Trustee/Seller/Servicer//Depositor]

[addresses]

     Re: BXG Receivables Note Trust 2001-A, Asset Backed Notes, Series 2001-A
Ladies and Gentlemen:

     In connection with our purchase on the date hereof of are or more of the
above-referenced Notes or any interest in the Notes ("Notes") from
______________________ ("Seller"), [PURCHASER] (the "Purchaser") hereby
certifies that:

     1. The Purchaser is an "accredited investor" as defined in Rule 501,
promulgated by the Securities and Exchange Commission (the "Commission") under
the U.S. Securities Act of 1933, as amended (the "Act"), acquiring the Notes for
investment purposes only for the Purchaser's own account and not with a view to
or for sale or transfer in connection with any distribution thereof in any
manner which would violate Section 5 of the Act or any applicable state
securities law, provided that, subject to compliance with applicable securities
laws, the disposition of its property shall at all times be and remain within
its control. We understand that the Seller and other addressees of this letter
may rely on the accuracy and truth of the foregoing representations, and we
hereby consent to such reliance;

     2. The Purchaser understands that the Notes have not been and will not be
registered under the Act or any applicable state securities laws and may not be
resold, pledged or transferred unless they are (a) registered pursuant to the
Act and any applicable state securities laws, or (b) sold or transferred in
transactions which are exempt from registration;

     3. The Purchaser has received a copy of the Amended and Restated Indenture
dated as of April 17, 2002 (the "Indenture") pursuant to which the Notes are
being sold, and such other documents and information concerning the Notes and
the Receivables in which the Notes represent interests which it has requested
and has had the opportunity to ask such questions of the Issuer and its agents
as it deems appropriate;

     4. The Purchaser has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Notes and is able to bear the economic risks of such an
investment;

     5. [The Purchaser is not, and it is not acquiring the Notes with the assets
of an "employee benefit plan," within the meaning of Section 3(3) of the
Employment Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to the provisions of Title I of ERISA or a "plan" described in Section
4975(e)(1) of the Internal Revenue Code of 1986] OR


                                      B-1-1
<PAGE>

[The source of funds to be used by the Purchaser to purchase the Notes is a
general account and either (i) no part of the assets of such account constitutes
assets of an "employee benefit plan," within the meaning of Section 3(3) of
"ERISA" that is subject to the provisions of Title I of ERISA or a "plan"
described in Section 4975(e)(l) of the Internal Revenue Code of 1986, or (ii) to
the extent that such assets constitute assets of an "employee benefit plan"
within the meaning of Section 3(3) of ERISA that is subject to the provisions of
Title I of ERISA, or a "plan" within the meaning of Section 4975(e)(1) of the
Code, it acknowledges that in the discharge of its duty as a plan fiduciary in
connection with the purchase of the Notes it has concluded that such purchase
will not constitute a violation of Section 404(a) of ERISA or result in a
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.]

     6. If the Purchaser sells any of the Notes at its option, it will (i)
comply with the terms of the Indenture, (ii) obtain from any investor that
purchases any Note from it a letter substantially in the form of Exhibit B-1 or
B-2 to the Indenture and (iii) to the extent required by the Indenture, cause an
opinion of counsel to be delivered, addressed and satisfactory to the Seller,
the Servicer, the Issuer and the Indenture Trustee, to the effect that such sale
is in compliance with all applicable federal and state securities laws; and

     7. The Purchaser certifies that for purposes of the Note Register, its
address, including telecopier number and telephone number, is as follows:

        telecopier:
        telephone:

     8. The purchase of the Notes by the Purchaser does not violate the
provisions of the first sentence of Section 2.9 of the Indenture, and the
Purchaser agrees to comply with the Indenture.

     IN WITNESS WHEREOF, the Purchaser has caused this letter to be executed by
its signatory, duly authorized, as of the date first above written.

                               [PURCHASER]

                               By:
                                         ---------------------------------------
                               Name:
                                         ---------------------------------------
                               Title:
                                         ---------------------------------------

                                      B-1-2
<PAGE>

                                   EXHIBIT B-2

                     FORM OF CERTIFICATE REGARDING TRANSFER
                                   (RULE 144A)

                                     [DATE]

[Indenture Trustee/Seller/Servicer/Depositor]

[addresses]

     Re: BXG Receivables Note Trust 2001-A, Asset Backed Notes, Series 2001-A

Ladies and Gentlemen:

     In connection with our purchase on the date hereof of the above-referenced
Notes or any interest in the Notes ("Notes") from _______________ ("Seller") we
hereby certify that:

     1. We are a "qualified institutional buyer" within the meaning of Rule 144A
under the U.S. Securities Act of 1933, as amended (the "Act"), acquiring the
Notes for our own account for investment and not with a view to or for sale or
transfer in connection with any distribution thereof in any manner which would
violate the Act or any applicable state securities law, provided that, subject
to compliance with applicable securities laws, the disposition of our property
shall at all times be and remain within our control. We understand that the
Seller may rely on the accuracy and truth of the foregoing representations, and
we hereby consent to such reliance;

     2. We understand that the Notes have not been and will not be registered
under the Act and may not be resold, pledged or transferred unless they are (a)
registered pursuant to the Act and any applicable state securities laws or (b)
sold or transferred in transactions which are exempt from registration;

     3. We have received a copy of the Amended and Restated Indenture dated as
of April 17, 2002 (the "Indenture") pursuant to which the Notes are being sold,
and such other documents and information concerning the Notes and the
Receivables in which the Notes represent interests which we have requested;

     4. We have such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Notes and are able to bear the economic risks of such an investment;

     5. If we sell any of the Notes, we will (i) obtain from any investor that
purchases any Note from us a letter substantially in the form of Exhibit B-1 or
B-2 to the Indenture and (ii) to the extent required by the Indenture, cause an
opinion of counsel to be delivered, addressed and satisfactory to the Seller,
the Issuer and the Indenture Trustee, to the effect that such sale is in
compliance with all applicable federal and state securities laws;


                                      B-2-1
<PAGE>

     6. [The Purchaser is not, and it is not acquiring the Notes with the assets
of an "employee benefit plan," within the meaning of Section 3(3) of the
Employment Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to the provisions of Title I of ERISA or a "plan" described in Section
4975(e)(1) of the Internal Revenue Code of 1986] OR [The source of funds to be
used by the Purchaser to purchase the Notes is a general account and either (i)
no part of the assets of such account constitutes assets of an "employee benefit
plan," within the meaning of Section 3(3) of "ERISA" that is subject to the
provisions of Title I of ERISA or a "plan" described in Section 4975(e)(l) of
the Internal Revenue Code of 1986, or (ii) to the extent that such assets
constitute assets of an "employee benefit plan" within the meaning of Section
3(3) of ERISA that is subject to the provisions of Title I of ERISA, or a "plan"
within the meaning of Section 4975(e)(1) of the Code, it acknowledges that in
the discharge of its duty as a plan fiduciary in connection with the purchase of
the Notes it has concluded that such purchase will not constitute a violation of
Section 404(a) of ERISA or result in a prohibited transaction under Section 406
of ERISA or Section 4975 of the Code.]

     7. We certify that for purposes of the Note Register, our address,
including telecopier number and telephone number, is as follows:

        telecopier:
        telephone:

     8. Our purchase of the Notes does not violate the provisions of the first
sentence of Section 2.9 of the Indenture.

     9. We have received the information specified in paragraph (d)(4) of Rule
144A under the Securities Act with respect to the Notes. We are familiar with
Rule 144A under the Act and are aware that the addressees of this letter intend
to rely on the certifications made herein and the exemption from the
registration requirements of the Act provided by Rule 144A.

     IN WITNESS WHEREOF, we have signed this certificate as of the date first
written above.

                               By:
                                        ----------------------------------------
                               Name:
                                        ----------------------------------------
                               Title:
                                        ----------------------------------------

                                      B-2-2

</TEXT>
</DOCUMENT>
