Exhibit 10.117

                                                                  Execution Copy

================================================================================

                                 TRUST AGREEMENT

                                  by and among

                  BLUEGREEN RECEIVABLES FINANCE CORPORATION IX,
                    as Depositor and Residual Interest Owner,

                               GSS HOLDINGS, INC.
                                    as Owner

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                          Dated as of November 2, 2004

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
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<S>                                                                                                         <C>
ARTICLE I. DEFINITIONS.......................................................................................1
      Section 1.01.    Capitalized Terms.....................................................................1
      Section 1.02.    Usage of Terms........................................................................1
      Section 1.03.    Section References....................................................................1
      Section 1.04.    Accounting Terms......................................................................1

ARTICLE II. ORGANIZATION.....................................................................................2
      Section 2.01.    Name..................................................................................2
      Section 2.02.    Office................................................................................2
      Section 2.03.    Purposes and Powers...................................................................2
      Section 2.04.    Appointment of Owner Trustee..........................................................3
      Section 2.05.    Capital Contribution of initial Trust Estate..........................................3
      Section 2.06.    Declaration of Trust..................................................................3
      Section 2.07.    Liability of Depositor................................................................4
      Section 2.08.    Title to Trust Property...............................................................4
      Section 2.09.    Situs of Trust........................................................................4
      Section 2.10.    Representations and Warranties........................................................5
      Section 2.11.    Federal Income Tax Treatment..........................................................7
      Section 2.12.    Covenants of the Depositor and Owner..................................................7
      Section 2.13.    Separateness of Trust.................................................................8

ARTICLE III. CERTIFICATE AND TRANSFER OF INTERESTS..........................................................10
      Section 3.01.    Trust Certificate Ownership..........................................................10
      Section 3.02.    The Trust Certificate................................................................10
      Section 3.03.    Authentication and Delivery of Trust Certificate.....................................10
      Section 3.04.    Registration of Transfer and Exchange of Trust Certificate...........................11
      Section 3.05.    Residual Interest Certificate Ownership..............................................11
      Section 3.06.    The Residual Interest Certificate....................................................12
      Section 3.07.    Authentication and Delivery of Residual Interest Certificate.........................12
      Section 3.08.    Registration of Transfer and Exchange of Residual Interest Certificate...............12
      Section 3.09.    Mutilated, Destroyed, Lost or Stolen Certificates....................................13
      Section 3.10.    Persons Deemed Owners................................................................13
      Section 3.11.    Access to List of Certificateholder's Name and Addresses.............................13
      Section 3.12.    Maintenance of Office or Agency......................................................14
      Section 3.13.    Appointment of Trust Paying Agent....................................................14
      Section 3.14.    Ownership by Owner of Trust Certificate..............................................14
      Section 3.15.    Ownership by Depositor of Residual Interest Certificate..............................14

ARTICLE IV. ACTIONS BY OWNER TRUSTEE........................................................................15
      Section 4.01.    Prior Notice to Residual Interest Owner with Respect to Certain Matters..............15
</TABLE>


                                      - i-
<PAGE>

<TABLE>
<S>                                                                                                         <C>
      Section 4.02.    Action by Residual Interest Owner with Respect to Certain Matters....................15
      Section 4.03.    Action by Residual Interest Owner with Respect to Bankruptcy.........................15
      Section 4.04.    Restrictions on Residual Interest Owner's Power......................................15

ARTICLE V. APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.......................................................16
      Section 5.01.    Establishment of Certificate Distribution Account....................................16
      Section 5.02.    Application of Trust Funds...........................................................16
      Section 5.03.    Method of Payment....................................................................16
      Section 5.04.    No Segregation of Moneys; No Interest................................................17
      Section 5.05.    Accounting and Reports to the Certificateholder, the Internal Revenue
                       Service and Others...................................................................17
      Section 5.06.    Signature on Returns; Tax Matters Partner............................................17

ARTICLE VI. AUTHORITY AND DUTIES OF OWNER TRUSTEE...........................................................17
      Section 6.01.    General Authority....................................................................17
      Section 6.02.    General Duties.......................................................................18
      Section 6.03.    Action Upon Instruction..............................................................18
      Section 6.04.    No Duties Except as Specified in this Agreement or in Instructions...................19
      Section 6.05.    No Action Except Under Specified Documents or Instructions...........................19
      Section 6.06.    Restrictions.........................................................................20

ARTICLE VII. CONCERNING THE OWNER TRUSTEE...................................................................20
      Section 7.01.    Acceptance of Trusts and Duties......................................................20
      Section 7.02.    Furnishing of Documents..............................................................21
      Section 7.03.    Representations and Warranties of the Trust Company..................................21
      Section 7.04.    Reliance; Advice of Counsel..........................................................21
      Section 7.05.    Not Acting in Individual Capacity....................................................22
      Section 7.06.    Owner Trustee Not Liable for Trust Certificate, Residual Interest
                       Certificate Notes or Timeshare Loans.................................................22
      Section 7.07.    Owner Trustee May Own Certificates and Notes.........................................23

ARTICLE VIII. COMPENSATION OF OWNER TRUSTEE.................................................................23
      Section 8.01.    Owner Trustee's Fees and Expenses....................................................23
      Section 8.02.    Indemnification......................................................................23
      Section 8.03.    Payments to the Owner Trustee........................................................23

ARTICLE IX. TERMINATION OF TRUST AGREEMENT..................................................................24
      Section 9.01.    Termination of Trust Agreement.......................................................24

ARTICLE X. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES...........................................25
      Section 10.01.   Eligibility Requirements for Owner Trustee...........................................25
      Section 10.02.   Resignation or Removal of Owner Trustee..............................................25
      Section 10.03.   Successor Owner Trustee..............................................................26
      Section 10.04.   Merger or Consolidation of Owner Trustee.............................................26
</TABLE>


                                     - ii -
<PAGE>

<TABLE>
<S>                                                                                                         <C>
      Section 10.05.   Appointment of Co-Trustee or Separate Trustee........................................27
ARTICLE XI. MISCELLANEOUS...................................................................................28
      Section 11.01.   Supplements and Amendments...........................................................28
      Section 11.02.   No Legal Title to Trust Estate in Owner..............................................29
      Section 11.03.   Limitations on Rights of Others......................................................29
      Section 11.04.   Notices..............................................................................30
      Section 11.05.   Severability of Provisions...........................................................31
      Section 11.06.   Counterparts.........................................................................31
      Section 11.07.   Successors and Assigns...............................................................31
      Section 11.08.   No Petition..........................................................................31
      Section 11.09.   No Recourse..........................................................................32
      Section 11.10.   Headings.............................................................................32
      Section 11.11.   Governing Law........................................................................32
      Section 11.12.   Trust Certificate Transfer Restrictions..............................................32
      Section 11.13.   Extraordinary Transactions...........................................................32

EXHIBITS

Exhibit A     Form of Certificate of Trust.................................................................A-1
Exhibit B-1   Form of Trust Certificate....................................................................B-1
Exhibit B-2   Form of Residual Interest Certificate........................................................B-2
</TABLE>


                                    - iii -
<PAGE>

      This TRUST AGREEMENT dated as of November 2, 2004 (this  "Agreement"),  is
by  and  among  BLUEGREEN   RECEIVABLES   FINANCE  CORPORATION  IX,  a  Delaware
corporation,  as Depositor (the "Depositor" or the "Residual  Interest  Owner"),
GSS HOLDINGS,  INC., as owner (the  "Owner"),  and WILMINGTON  TRUST COMPANY,  a
Delaware banking corporation (the "Trust Company"), as owner trustee (the "Owner
Trustee").

      WHEREAS,  in order to consummate  the  transactions  contemplated  by that
certain Indenture, (the "Indenture"),  to be entered into by and among the trust
to be created hereby, Bluegreen Corporation,  as servicer, Vacation Trust, Inc.,
as club trustee,  Concord  Servicing  Corporation,  as backup  servicer,  Branch
Banking and Trust  Company,  as agent,  and U.S. Bank National  Association,  as
indenture  trustee,  the  Depositor,  the Residual  Interest Owner and the Owner
Trustee desire, pursuant to the terms of this Agreement, to create a trust known
as "BXG Receivables Note Trust 2004-C";

      WHEREAS, in connection herewith,  the Depositor is willing to purchase the
Residual Interest  Certificate (as defined herein) to be issued pursuant to this
Agreement and to assume certain rights and obligations pursuant hereto; and

      WHEREAS, the Owner is willing to purchase the Trust Certificate and assume
certain rights and obligations pursuant hereto.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

      Section  1.01.  Capitalized  Terms.  Except as otherwise  provided in this
Agreement, capitalized terms used but not defined herein shall have the meanings
specified in "Standard Definitions" attached hereto as Annex A.

      Section 1.02. Usage of Terms. With respect to all terms in this Agreement,
the singular  includes the plural and the plural the singular;  words  importing
any  gender  including  the  other  genders;  references  to  "writing"  include
printing,  typing, lithography and other means of reproducing words in a visible
form;  references to agreements and other  contractual  instruments  include all
amendments, modifications and supplements thereto or any changes therein entered
into in  accordance  with  their  respective  terms and not  prohibited  by this
Agreement;  references to Persons include their successors and assigns;  and the
term "including" means "including without limitation".

      Section 1.03. Section References. All section references, unless otherwise
indicated, shall be to Sections in this Agreement.

      Section  1.04.  Accounting  Terms.  All  accounting  terms  used  but  not
specifically  defined  herein shall be construed in  accordance  with  generally
accepted accounting principles in the United States.


                                       1
<PAGE>

                                  ARTICLE II.

                                  ORGANIZATION

      Section  2.01.  Name.  The  Trust  created  hereby  shall be known as "BXG
Receivables  Note Trust 2004-C" in which name the Owner Trustee shall have power
and  authority  and is hereby  authorized  and  empowered to and may conduct the
business  of the Trust,  make and execute  contracts  and other  instruments  on
behalf of the Trust and sue and be sued.

      Section  2.02.  Office.  The  office of the Trust  shall be in care of the
Owner  Trustee  at the Owner  Trustee  Corporate  Trust  Office or at such other
address in Delaware as the Owner Trustee may designate by written  notice to the
Owner and the Depositor.

      Section 2.03. Purposes and Powers.

      (a) The purpose of the Trust is to engage  exclusively  in the  activities
set forth in this Section 2.03. The Trust shall have the power and authority and
is hereby  authorized and empowered,  without the need for further action on the
part of the Trust, and the Owner Trustee shall have power and authority,  and is
hereby  authorized and empowered,  in the name and on behalf of the Trust, to do
or cause to be done all acts and things necessary,  appropriate or convenient to
cause the Trust,  to engage in the  activities set forth in this Section 2.03 as
follows:

          (i)       to issue the Notes  pursuant to the  Indenture and the Trust
                    Certificate and Residual  Interest  Certificate  pursuant to
                    this Agreement and to sell the Notes;

          (ii)      with the proceeds of  Borrowings  made  pursuant to the Note
                    Funding  Agreement,  acquire the Timeshare  Loans and to pay
                    the organizational,  start-up and transactional  expenses of
                    the Trust and to pay the balance to the  Depositor  pursuant
                    to the Sale Agreement;

          (iii)     to assign, grant, transfer,  pledge, mortgage and convey the
                    assets   constituting  the  Trust  Estate  pursuant  to  the
                    Indenture;

          (iv)      to distribute to the Residual  Interest Owner any portion of
                    the Trust  Estate  released  from the Lien of the  Indenture
                    simultaneously   with  the  release  of  such   property  in
                    accordance with the Indenture;

          (v)       to enter into and perform the Trust's  obligations under the
                    Transaction Documents to which it is to be a party;

          (vi)      to  engage  in those  activities,  including  entering  into
                    agreements,  that are  necessary,  suitable or convenient to
                    accomplish  the  foregoing  or  are  incidental  thereto  or
                    connected therewith;

          (vii)     subject to compliance  with the  Transaction  Documents,  to
                    engage  in  such  other  activities  as may be  required  in
                    connection with conservation of the


                                       2
<PAGE>

                    Trust Estate and the making of distributions to the Residual
                    Interest Owner and the Noteholders; and

          (viii)    to file with the  Delaware  Secretary  of State  pursuant to
                    Section  3810  of  the  Statutory   Trust  Statute,   (a)  a
                    certificate  of  trust,   and  any  amendments   thereto  or
                    restatements   thereof   which  may  become   necessary   or
                    advisable,  and (b) upon the  dissolution  and winding up of
                    the affairs of the Trust, a certificate of cancellation.

      (b) The Trust shall not engage in any activities  other than in connection
with the foregoing.  Nothing  contained  herein shall be deemed to authorize the
Owner Trustee to engage in any business  operations or any activities other than
those  set  forth  in the  introductory  sentence  of  Section  2.03(a)  hereof.
Specifically,  the  Owner  Trustee  shall  have no  authority  to  engage in any
business  operations,  or  acquire  any assets  other  than  those  specifically
included in the Trust  Estate,  or otherwise  vary the assets held by the Trust.
Similarly,  the Owner  Trustee  shall have no  discretionary  duties  other than
performing those acts set forth above necessary to accomplish the purpose of the
Trust as set forth in the introductory sentence of Section 2.03(a) hereof.

      Section 2.04.  Appointment of Owner Trustee. The Depositor hereby appoints
the Trust  Company as trustee of the Trust  effective as of the date hereof,  to
have all the rights,  powers and duties set forth herein,  and the Trust Company
hereby accepts such appointment.

      Section 2.05. Capital  Contribution of initial Trust Estate. The Depositor
hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as
of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges receipt
in  trust  from  the  Depositor,  as  of  the  date  hereof,  of  the  foregoing
contribution,  which shall  constitute the initial Trust Estate (prior to giving
effect  to the  conveyances  described  in the  Sale  Agreement)  and  shall  be
deposited in the  Certificate  Distribution  Account.  The  Depositor  shall pay
organizational  expenses  of the  Trust as they may  arise  or  shall,  upon the
request of the Owner Trustee,  promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

      Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that
it will hold the Trust  Estate in trust upon and subject to the  conditions  set
forth herein for the sole purpose of conserving  the Trust Estate and collecting
and  disbursing  the periodic  income  therefrom  for the use and benefit of the
Residual  Interest  Owner,  subject to the  obligations  of the Trust  under the
Transaction  Documents.  It is the  intention of the parties that the Owner,  as
holder of the Trust Certificate shall have no economic interest in the Trust. It
is the  intention of the parties  hereto that the Residual  Interest  Owner have
only an economic  interest  in the Trust,  and that the Trust not  constitute  a
Subsidiary  or  Affiliate  of  the  Residual  Interest  Owner  (or of any of its
Affiliates) for any purpose.  It is the intention of the parties hereto that the
Trust  constitutes a statutory  trust under the Statutory Trust Statute and that
this Agreement  constitutes the governing instrument of such statutory trust. It
is the  intention  of the  parties  hereto  that the Trust be  disregarded  as a
separate entity as to the Depositor for federal income tax purposes  pursuant to
Treasury Regulation Section  301.7701-3(b)(1)(ii) as in effect for periods after
January 1, 1997. The parties agree not to take any action inconsistent with such
intended  federal  income tax  treatment.  Effective as of the date hereof,  the
Owner Trustee  shall have all rights,  powers and duties set


                                       3
<PAGE>

forth herein and in the Statutory  Trust Statute for the sole purpose and to the
extent  necessary  to  accomplish  the  purpose of the Trust as set forth in the
introductory sentence of Section 2.03(a) hereof.

      Section 2.07. Liability of Depositor.

      (a)  Pursuant  to Section  3803(a) of the  Statutory  Trust  Statute,  the
Depositor  shall be liable  directly to and will  indemnify any injured party or
any other creditor of the Trust for all losses, claims, damages, liabilities and
expenses  of the Trust to the extent that the  Depositor  would be liable if the
Trust were a partnership under the Delaware Revised Uniform Limited  Partnership
Act in which the  Depositor  were a general  partner;  provided,  however,  that
neither the Depositor nor the Owner shall under any  circumstances be liable for
any losses incurred by a Noteholder in the capacity of an investor in the Notes.
In addition,  any third party  creditors of the Trust (other than in  connection
with the obligations  described in the immediately  preceding sentence for which
the  Depositor  and the Owner shall not be liable)  shall be deemed  third party
beneficiaries  of  the  Depositor's   obligations  under  this  paragraph.   The
obligations  of the  Depositor  under this  paragraph  shall be evidenced by the
Residual Interest Certificate described in Section 3.05 hereof.

      (b) The Owner, solely by virtue of its being the  Certificateholder of the
Trust  Certificate,  shall not have any personal  liability for any liability or
obligation of the Trust.

      Section  2.08.  Title to Trust  Property.  Legal title to the Trust Estate
shall be  vested at all times in the Trust as a  separate  legal  entity  except
where applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in an Owner Trustee or Owner  Trustees,  in which case title
shall be  deemed  to be  vested in the  Owner  Trustee,  a  co-trustee  and/or a
separate trustee, as the case may be.

      Neither the Owner nor the Residual  Interest Holder shall have legal title
to any part of the Trust Estate or any interest in specific property  comprising
the Trust  Estate.  No transfer by operation of law or otherwise of any interest
of the Owner or the Residual  Interest  Holder shall  operate to terminate  this
Agreement or the Trust  hereunder or entitle any transferee to any accounting or
to the transfer to it of any part of the Trust Estate.  No creditor of the Owner
or the Residual Interest Holder shall have any right to obtain possession of, or
otherwise  exercise legal or equitable  remedies with respect to any property of
the Trust. The Owner's  beneficial  non-economic  interest in the Trust shall be
personal property notwithstanding the nature of any property of the Trust.

      Section 2.09.  Situs of Trust.  The Trust will be located and administered
in the State of Delaware.  All bank accounts  maintained by the Owner Trustee on
behalf of the Trust  shall be  located  in the State of  Florida or the State of
Delaware.  The  Trust  shall not have any  employees  in any  state  other  than
Delaware;  provided, however, that nothing herein shall restrict or prohibit the
Owner  Trustee  from having  employees  within or without the State of Delaware.
Payments  will be received by the Trust only in Delaware  and  payments  will be
made by the Trust only from  Delaware.  The only  office of the Trust will be at
the Owner Trustee Corporate Trust Office.


                                       4
<PAGE>

      Section 2.10. Representations and Warranties.

      (a) Representations and Warranties of the Depositor.  The Depositor hereby
represents and warrants to the Owner Trustee that:

            (i)   The  Depositor  is duly  organized  and validly  existing as a
                  corporation  organized and existing and in good standing under
                  the laws of the State of Delaware, with power and authority to
                  own its  properties and to conduct its business and had at all
                  relevant times,  and has, power,  authority and legal right to
                  acquire and own the Trust Estate.

            (ii)  The  Depositor  is duly  qualified to do business as a foreign
                  corporation  in good  standing and has obtained all  necessary
                  licenses  and  approvals  in all  jurisdictions  in which  the
                  ownership  or lease of property or the conduct of its business
                  requires such qualifications.

            (iii) The  Depositor  has the power and  authority  to  execute  and
                  deliver  this  Agreement  and to  carry  out  its  terms;  the
                  Depositor  has full power and authority to sell and assign the
                  property  to be sold and  assigned to and  deposited  with the
                  Owner  Trustee  on  behalf  of the  Trust as part of the Trust
                  Estate and has duly  authorized  such sale and  assignment and
                  deposit  with the Owner  Trustee on behalf of the Trust by all
                  necessary  corporate action;  and the execution,  delivery and
                  performance of this Agreement have been duly authorized by the
                  Depositor by all necessary corporate action.

            (iv)  The  consummation  of the  transactions  contemplated  by this
                  Agreement  and the  fulfillment  of the  terms  hereof  do not
                  conflict  with,  result in any  breach of any of the terms and
                  provisions of, nor constitute (with or without notice or lapse
                  of time) a default under,  the certificate of incorporation or
                  bylaws of the Depositor, or any indenture,  agreement or other
                  instrument to which the Depositor is a party or by which it is
                  bound;  nor result in the creation or  imposition  of any Lien
                  upon any of the  properties of the  Depositor  pursuant to the
                  terms of any such  indenture,  agreement  or other  instrument
                  (other  than  pursuant  to  the  Transaction  Documents);  nor
                  violate any law or any order, role or regulation applicable to
                  the  Depositor  of  any  court  or of  any  federal  or  state
                  regulatory body,  administrative  agency or other governmental
                  instrumentality  having jurisdiction over the Depositor or its
                  properties.

            (v)   All  approvals,  authorizations,  consents,  orders  or  other
                  actions of any person or any  governmental  entity required in
                  connection  with the execution and delivery of this  Agreement
                  and the fulfillment of the terms hereof have been obtained.

            (vi)  There are no proceedings or investigations  pending, or to the
                  Depositor's   Knowledge,   threatened,   before   any   court,
                  regulatory body,  administrative


                                       5
<PAGE>

                  agency   or   other   governmental    instrumentality   having
                  jurisdiction  over  the  Depositor  or  its  properties:   (A)
                  asserting the invalidity of this  Agreement,  any of the other
                  Transaction  Documents or the Residual  Interest  Certificate,
                  (B) seeking to prevent the issuance of the  Residual  Interest
                  Certificate  or the  consummation  of any of the  transactions
                  contemplated by this Agreement or any of the other Transaction
                  Documents,  (C) seeking any determination or ruling that might
                  materially  and  adversely   affect  the  performance  by  the
                  Depositor  of  its  obligations  under,  or  the  validity  or
                  enforceability   of,   this   Agreement,   any  of  the  other
                  Transaction  Documents or the Residual Interest Certificate or
                  (D) involving the Depositor and which might  adversely  affect
                  the federal  income tax or other  federal,  state or local tax
                  attributes of the Residual Interest Certificate.

      (b)  Representations  and Warranties of Owner. The Owner hereby represents
and warrants to the Owner Trustee that:

            (i)   The  Owner  is  duly  organized  and  validly  existing  as  a
                  corporation  organized and existing and in good standing under
                  the laws of the State of Delaware, with power and authority to
                  own its properties and to conduct its business.

            (ii)  The  Owner  is duly  qualified  to do  business  as a  foreign
                  corporation  in good  standing and has obtained all  necessary
                  licenses  and  approvals  in all  jurisdictions  in which  the
                  ownership  or lease of property or the conduct of its business
                  requires such qualifications.

            (iii) The Owner has the power and  authority  to execute and deliver
                  this Agreement and to carry out its terms;  and the execution,
                  delivery  and  performance  of this  Agreement  have been duly
                  authorized by the Owner by all necessary corporate action.

            (iv)  The  consummation  of the  transactions  contemplated  by this
                  Agreement  and the  fulfillment  of the  terms  hereof  do not
                  conflict  with,  result in any  breach of any of the terms and
                  provisions of, nor constitute (with or without notice or lapse
                  of time) a default under,  the certificate of incorporation or
                  bylaws of the  Owner,  or any  indenture,  agreement  or other
                  instrument  to  which  the  Owner is a party or by which it is
                  bound;  nor result in the creation or  imposition  of any Lien
                  upon any of the  properties of the Owner pursuant to the terms
                  of any such indenture,  agreement or other  instrument  (other
                  than pursuant to the Transaction  Documents),  nor violate any
                  law or any order,  rule or regulation  applicable to the Owner
                  of any  court  or of any  federal  or state  regulatory  body,
                  administrative  agency or other  governmental  instrumentality
                  having jurisdiction over the Owner or its properties.


                                       6
<PAGE>

            (v)   All  approvals,  authorizations,  consents,  orders  or  other
                  actions of any person or any  governmental  entity required in
                  connection  with the execution and delivery of this  Agreement
                  and the fulfillment of the terms hereof have been obtained.

            (vi)  There are no proceedings or investigations  pending, or to the
                  Owner's  Knowledge  threatened,  before any court,  regulatory
                  body,    administrative    agency   or   other    governmental
                  instrumentality  having  jurisdiction  over  the  Owner or its
                  properties:  (A) asserting the  invalidity of this  Agreement,
                  any  of  the  other   Transaction   Documents   or  the  Trust
                  Certificate,  (B) seeking to prevent the issuance of the Trust
                  Certificate  or the  consummation  of any of the  transactions
                  contemplated by this Agreement or any of the other Transaction
                  Documents,  (C) seeking any determination or ruling that might
                  materially and adversely  affect the  performance by the Owner
                  of its obligations  under,  or the validity or  enforceability
                  of, this Agreement,  any of the other Transaction Documents or
                  the Trust  Certificate  or (D)  involving  the Owner and which
                  might  adversely  affect  the  federal  income  tax  or  other
                  federal,   state  or  local  tax   attributes   of  the  Trust
                  Certificate.

      Section 2.11. Federal Income Tax Treatment.

      (a) It is the  intention of the  Depositor and the Owner that the Trust be
disregarded  as a separate  entity as to the  Depositor  for federal  income tax
purposes pursuant to Treasury  Regulations  Section  301.7701-3(b)(1)(ii)  as in
effect for periods  after  January 1, 1997.  The Trust  Certificate  must at all
times be held by either the Owner or its  transferee  as sole owner and does not
represent an economic interest in the Trust. The Residual  Interest  Certificate
constitutes the entire residual  economic  interest in the Trust (after payments
to the Noteholders in accordance  with the terms of the  Transaction  Documents)
and must at all  times be held by the Trust  Depositor  or its  transferee.  The
Depositor  and the Owner  agree not to take any  action  inconsistent  with such
intended federal income tax treatment.  Because for federal income tax purposes,
the Trust will be disregarded as a separate entity,  items of income, gain, loss
and  deduction of the Trust for any month as determined  for federal  income tax
purposes shall be allocated  entirely to the Depositor (or subsequent  purchaser
of the Residual Interest Certificate) as the sole owner of the residual economic
interest in the Trust.

      Section 2.12.  Covenants of the Depositor and Owner. The Depositor and the
Owner agree and covenant (severally, as applicable) that during the term of this
Agreement, and to the fullest extent permitted by applicable law, that:

      (a) in the event that any  litigation  with claims in excess of $10,000 to
which the Depositor is a party which shall be  reasonably  likely to result in a
material  judgment  against the Depositor that the Depositor will not be able to
satisfy shall be commenced,  during the period beginning  immediately  following
the  commencement  of such  litigation and continuing  until such  litigation is
dismissed or otherwise  terminated  (and, if such  litigation  has resulted in a
final judgment  against the Depositor,  such judgment has been  satisfied),  the
Depositor shall not pay any dividend to its Affiliates, or make any distribution
on or in respect of its capital stock to its


                                       7
<PAGE>

Affiliates,  or repay the principal  amount of any indebtedness of the Depositor
held by its Affiliates, unless after giving effect to such payment, distribution
or repayment, the Depositor's liquid assets shall not be less than the amount of
actual damages claimed in such litigation;

      (b) neither the Depositor nor the Owner shall,  for any reason,  institute
proceedings for the Trust to be adjudicated a bankrupt or insolvent,  or consent
to the institution of bankruptcy or insolvency proceedings against the Trust, or
file a petition  seeking or  consenting  to  reorganization  or relief under any
applicable  federal or state law  relating to the  bankruptcy  of the Trust,  or
consent  to  the  appointment  of a  receiver,  liquidator,  assignee,  trustee,
sequestrator  (or other similar  official) of the Trust or a substantial part of
the  property  of the Trust or cause or permit the Trust to make any  assignment
for the benefit of creditors,  or admit in writing the inability of the Trust to
pay its debts generally as they become due, or declare or effect a moratorium on
the debt of the Trust or take any action in furtherance of any such action;

      (c) neither the Depositor  nor the Owner shall create,  incur or suffer to
exist any  indebtedness  or engage in any  business,  except,  in each case,  as
permitted  by its  certificate  of  incorporation,  by-laws and the  Transaction
Documents;

      (d) it shall obtain from each other party to each Transaction  Document to
which it or the Trust is a party and each  other  agreement  entered  into on or
after the date hereof to which it or the Trust is a party,  an agreement by each
such counterparty that prior to the occurrence of the event specified in Section
9.01(e) hereof such counterparty shall not institute against,  or join any other
Person in instituting against, it or the Trust, any bankruptcy,  reorganization,
arrangement,  insolvency or liquidation proceedings or other similar proceedings
under the laws of the United States or any state of the United States;

      (e) it shall not,  for any reason,  withdraw  or attempt to withdraw  from
this  Agreement,  dissolve,  institute  proceedings  for it to be  adjudicated a
bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings   against  it,  or  file  a  petition   seeking  or   consenting  to
reorganization  or relief under any applicable  federal or state law relating to
bankruptcy, or consent to the appointment of a receiver,  liquidator,  assignee,
trustee, sequestrator (or other similar official) of it or a substantial part of
its property,  or make any assignment for the benefit of creditors,  or admit in
writing its inability to pay its debts  generally as they become due, or declare
or effect a moratorium on its debt or take any action in furtherance of any such
action; and

      (f) it shall not transfer the Trust Certificate (in the case of the Owner)
or the Residual  Interest  Certificate (in the case of the Depositor) unless the
transferee  agrees that it shall comply with the  provisions of this  Agreement,
including, but not limited to, paragraph (b) above.

      Section 2.13.  Separateness  of Trust.  The  Depositor,  the Owner and the
Owner Trustee agree and covenant (severally, as applicable) that during the term
of this Agreement, and to the fullest extent permitted by applicable law, that:

      (a) The Trust shall  maintain its chief  executive  office and a telephone
number separate from that of any Controlling Entity (as hereinafter defined) and
shall conspicuously identify such office as its office.


                                       8
<PAGE>

      (b) The Trust shall maintain its financial statements,  accounting records
and other  organization  documents separate from those of any Controlling Entity
or any other person or entity.

      (c) The Trust shall prepare unaudited annual financial statements, and the
Trust's  financial  statements shall comply with generally  accepted  accounting
principles (except as noted in such financial statements).

      (d) The Trust shall  maintain its own separate  bank accounts and correct,
complete and separate books of account.

      (e)  The  Trust  shall  hold  itself  out to  the  public  (including  any
Controlling Entity's creditors) under the Trust's own name and as a separate and
distinct  corporate  entity.  The  Trust's  name  may not be  used by any  other
Controlling  Entity in the  conduct of its  business,  nor may the Trust use the
name of any other Controlling  Entity in the conduct of its business.  The Trust
must have a separate telephone number, stationery and other business forms.

      (f) All customary  formalities  regarding the existence of the Trust shall
be observed.

      (g)  All  business  transactions  entered  into  by  the  Trust  with  any
Controlling  Entity  shall be on such  terms  and  conditions  (including  terms
relating  to  amounts  paid  under  such  transactions)  as would  be  generally
available in comparable  transactions if such business transactions were with an
entity that was not a Controlling  Entity and shall be approved by the Indenture
Trustee.

      (h)  Except as  provided  in  Section  2.03  hereof,  the Trust  shall not
guarantee or assume or hold itself out or permit itself to be held out as having
guaranteed or assumed any liabilities or obligations of a Controlling  Entity or
any other person or entity.

      (i)  Other  than  organizational  expenses,  the  Trust  shall pay its own
liabilities,   indebtedness   and   obligations  of  any  kind,   including  all
administrative  expenses,  from its own separate  assets in accordance  with the
provisions hereunder and in the Indenture.

      (j) Assets of the Trust shall be  separately  identified,  maintained  and
segregated. The Trust's assets shall at all times be held by or on behalf of the
Trust  and,  if held on behalf of the Trust by  another  entity  (including  any
Controlling  Entity),  shall be kept  identifiable (in accordance with customary
usages) as assets owned by the Trust.

      As  defined  herein,  "Controlling  Entity"  means  any  entity  (A) which
beneficially  owns,  directly  or  indirectly,  10% or more  of the  outstanding
Certificates  of  Trust,  (B) of  which  10% or more of the  outstanding  voting
securities  are  beneficially  owned,  directly  or  indirectly,  by any  entity
described in clause (A) above, or (C) which  otherwise  controls or otherwise is
controlled  by or otherwise  is under  common  control with any person or entity
described  in  clause  (A)  above;  provided,  however,  for  purposes  of  this
definition, the terms "control," "controlled by" and "under common control with"
shall have the meanings assigned to them in Rule 405 under the Securities Act of
1933, as amended.


                                       9
<PAGE>

                                  ARTICLE III.

                      CERTIFICATE AND TRANSFER OF INTERESTS

      Section 3.01. Trust Certificate Ownership.

      (a) Upon the formation of the Trust by the  contribution  by the Depositor
pursuant to Section 2.05 hereof and until the issuance of the Trust Certificate,
the Owner shall be the sole  equity  owner of the Trust.  The Trust  Certificate
must at all times be held by either the Owner or its transferee as sole owner.

      (b) No  transfer  of the  Trust  Certificate  shall  be made  unless  such
transfer  is made in a  transaction  which  does  not  require  registration  or
qualification  under  the  Securities  Act  or  qualification  under  any  state
securities  or "Blue Sky" laws.  Neither the Owner  Trustee nor the  Certificate
Registrar shall effect the registration of any transfer of the Trust Certificate
unless (i) prior to such  transfer,  the Owner Trustee shall have received a tax
opinion,  substantially  similar  to and  covering  the same  issues  as the tax
opinion  rendered on the Closing Date and that there will be no adverse  federal
income tax  consequences  as a result of the transfer,  and (ii)  following such
transfer,  there would be no more than one holder of the Trust Certificate,  and
the  holder  of  the  Trust  Certificate  would  not  be  a  Foreign  Person,  a
partnership, Subchapter S corporation or grantor trust.

      Section 3.02. The Trust Certificate.  The Trust  Certificate,  which shall
represent only legal ownership of the Trust and shall not represent any economic
interest in the Trust, shall be substantially in the form of Exhibit B-2 hereto.
The Trust  Certificate  shall be executed by the Owner  Trustee on behalf of the
Trust by manual or  facsimile  signature of an  authorized  officer of the Owner
Trustee and shall be deemed to have been validly  issued when so  executed.  The
Trust Certificate  bearing the manual or facsimile  signature of individuals who
were,  at the time when such  signatures  were  affixed,  authorized  to sign on
behalf  of the Owner  Trustee  shall be a valid and  binding  obligation  of the
Trust,  notwithstanding that such individuals or any of them have eased to be so
authorized prior to the authentication and delivery of such Trust Certificate or
did not hold  such  offices  at the date of such  Trust  Certificate.  The Trust
Certificate shall be dated the date of its authentication.

      Section 3.03. Authentication and Delivery of Trust Certificate.  The Owner
Trustee  shall cause to be  authenticated  and  delivered  upon the order of the
Depositor,  in exchange for the assets  constituting  the Trust Estate,  a Trust
Certificate  duly  authenticated  by the Owner  Trustee,  evidencing  the entire
ownership of the Trust.  No Trust  Certificate  shall be entitled to any benefit
under this  Agreement,  or be vacated for any purpose,  unless there  appears on
such Trust Certificate a certificate of authentication substantially in the form
set  forth in the form of Trust  Certificate  attached  hereto as  Exhibit  B-2,
executed by the Owner Trustee or its authenticating  agent, by manual signature,
and such certificate upon any Trust  Certificate  shall be conclusive  evidence,
and the only evidence,  that such Trust Certificate has been duly  authenticated
and


                                       10
<PAGE>

delivered hereunder.  Upon issuance,  authorization and delivery pursuant to the
terms  hereof,  the Trust  Certificate  will be entitled to the benefits of this
Agreement.

      Section 3.04. Registration of Transfer and Exchange of Trust Certificate.

      (a)  The  Certificate  Registrar  shall  keep  or  cause  to  be  kept,  a
Certificate  Register,   subject  to  such  reasonable  regulations  as  it  may
prescribe.  The Certificate Register shall provide for the registration of Trust
Certificate  and transfers and  exchanges of the Trust  Certificate  as provided
herein. The Owner Trustee is hereby initially appointed "Certificate  Registrar"
for the purpose of registering the Trust Certificate and transfers and exchanges
of the Trust  Certificate as herein provided.  In the event that,  subsequent to
the Closing Date,  the Owner Trustee  notifies the Servicer that it is unable to
act as Certificate  Registrar,  the Servicer shall appoint another bank or trust
company,  having an office or agency located in the State of Delaware,  agreeing
to act in accordance with the provisions of this Agreement applicable to it, and
otherwise  acceptable  to the Owner  Trustee,  to act as  successor  Certificate
Registrar hereunder.

      (b) Upon surrender for  registration of transfer of any Trust  Certificate
at the Owner Trustee  Corporate  Trust Office,  the Owner Trustee shall execute,
authenticate   and  deliver  (or  shall  cause  its   authenticating   agent  to
authenticate  and deliver),  in the name of the designated  transferee,  one new
Trust Certificate having the same aggregate principal amount.

      (c) Every Trust  Certificate  presented or surrendered for registration of
transfer  shall be  accompanied  by a written  instrument  of  transfer  in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Certificateholder thereof or his attorney duly authorized in writing.

      (d) No service  charge shall be made for any  registration  of transfer or
exchange of the Trust Certificate,  but the Owner Trustee may require payment of
a sum sufficient to cover any tax or governmental  charge that may be imposed in
connection with any transfer of the Trust Certificate.

      (e) All Trust Certificates  surrendered for registration of transfer shall
be canceled and subsequently destroyed by the Owner Trustee.

      Section 3.05. Residual Interest Certificate Ownership.

      (a) Upon the formation of the Trust by the  contribution  by the Depositor
pursuant to Section  2.05 hereof the Owner shall be the sole equity owner of the
Trust. The Residual Interest Certificate must at all times be held by either the
Residual Interest Owner or its transferee.

      (b) No transfer of the Residual Interest  Certificate shall be made unless
such transfer is made in a transaction  which does not require  registration  or
qualification  under the  Securities Act of 1933, as amended,  or  qualification
under any state securities or "Blue Sky" laws. Neither the Owner Trustee nor the
Certificate  Registrar  shall  effect the  registration  of any  transfer of the
Residual  Interest  Certificate  unless  (i)  prior to such  transfer  the Owner
Trustee shall have received a tax opinion, substantially similar to and covering
the same issues as the tax opinion  rendered on the Closing  Date and that there
will be no adverse federal income tax  consequences


                                       11
<PAGE>

as a result of the transfer, and (ii) following such transfer, there would be no
more than one holder of the Residual Interest  Certificate and the holder of the
Residual  Interest  Certificate  would not be a Foreign  Person,  a partnership,
Subchapter S corporation or grantor trust.

      Section 3.06. The Residual  Interest  Certificate.  The Residual  Interest
Certificate  shall be  substantially  in the form of  Exhibit  B-2  hereto.  The
Residual  Interest  Certificate shall be executed by the Owner Trustee on behalf
of the Trust by manual or facsimile  signature of an  authorized  officer of the
Owner Trustee and shall be deemed to have been validly  issued when so executed.
The Trust Certificate  bearing the manual or facsimile  signature of individuals
who were, at the time when such signatures  were affixed,  authorized to sign on
behalf  of the Owner  Trustee  shall be a valid and  binding  obligation  of the
Trust, notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the  authentication  and delivery of such Residual  Interest
Certificate  or did not hold such offices at the date of such Residual  Interest
Certificate.  The Residual  Interest  Certificate shall be dated the date of its
authentication.

      Section   3.07.   Authentication   and   Delivery  of  Residual   Interest
Certificate.  The Owner Trustee shall cause to be authenticated and delivered to
the Residual Interest Owner upon the order of the Depositor, in exchange for the
assets  constituting  the Trust Estate,  a Residual  Interest  Certificate  duly
authenticated by the Owner Trustee, evidencing the entire residual economic (but
no equity  ownership) of the Trust. No Residual  Interest  Certificate  shall be
entitled  to any  benefit  under this  Agreement,  or be valid for any  purpose,
unless there appears on such  Residual  Interest  Certificate  a certificate  of
authentication  substantially  in the  form set  forth  in the form of  Residual
Interest  Certificate  attached  hereto as Exhibit  B-2,  executed  by the Owner
Trustee or its authenticating  agent, by manual signature,  and such certificate
upon any Residual  Interest  Certificate shall be conclusive  evidence,  and the
only  evidence,   that  such  Residual   Interest   Certificate  has  been  duly
authenticated and delivered hereunder. Upon issuance, authorization and delivery
pursuant to the terms hereof, the Residual Interest Certificate will be entitled
to the benefits of this Agreement.

      Section 3.08.  Registration of Transfer and Exchange of Residual  Interest
Certificate.

      (a)  The  Certificate  Registrar  shall  keep  or  cause  to  be  kept,  a
Certificate  Register,   subject  to  such  reasonable  regulations  as  it  may
prescribe.  The Certificate Register shall provide for the registration of Trust
Certificate and transfers and exchanges of the Residual Interest  Certificate as
provided  herein.  The Owner Trustee is hereby initially  appointed  Certificate
Registrar for the purpose of registering the Residual  Interest  Certificate and
transfers and exchanges of the Residual Interest Certificate as herein provided.
In the event that,  subsequent to the Closing Date,  the Owner Trustee  notifies
the Servicer  that it is unable to act as  Certificate  Registrar,  the Servicer
shall appoint another bank or trust company,  having an office or agency located
in the State of Delaware,  agreeing to act in accordance  with the provisions of
this Agreement  applicable to it, and otherwise acceptable to the Owner Trustee,
to act as successor Certificate Registrar hereunder.

      (b) Upon surrender for  registration of transfer of any Residual  Interest
Certificate at the Owner Trustee Corporate Trust Office, the Owner Trustee shall
execute,  authenticate and deliver (or shall cause its  authenticating  agent to
authenticate  and deliver),  in the name of the


                                       12
<PAGE>

designated  transferee,  one new Residual Interest  Certificate  having the same
aggregate principal amount.

      (c) Every  Residual  Interest  Certificate  presented or  surrendered  for
registration  of  transfer  shall be  accompanied  by a  written  instrument  of
transfer in form satisfactory to the Owner Trustee and the Certificate Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing.

      (d) No service  charge shall be made for any  registration  of transfer or
exchange of the Residual Interest Certificate, but the Owner Trustee may require
payment of a sum sufficient to cover any tax or governmental  charge that may be
imposed in connection with any transfer of the Residual Interest Certificate.

      (e) All Residual  Interest  Certificates  surrendered for  registration of
transfer shall be canceled and subsequently destroyed by the Owner Trustee.

      Section 3.09. Mutilated,  Destroyed,  Lost or Stolen Certificates.  If (i)
any mutilated  Certificate is surrendered to the Certificate  Registrar,  or the
Certificate  Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate
Registrar and the Owner Trustee such security or indemnity as may be required by
them to save each of them  harmless,  then,  in the  absence of notice that such
Certificate has been acquired by a bona fide purchaser,  the Owner Trustee shall
execute and the Owner Trustee or its authenticating agent shall authenticate and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen  certificate,  a new  Certificate of like tenor and fractional  undivided
interest,  in  connection  with the issuance or any new  Certificate  under this
Section 3.09, the Owner Trustee may require the payment by the Certificateholder
of a sum  sufficient to cover any tax or other  governmental  charge that may be
imposed in relation thereto.  Any duplicate  Certificate issued pursuant to this
Section 3.09 shall constitute complete and indefeasible evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

      Section  3.10.  Persons  Deemed  Owners.  Prior to due  presentation  of a
Certificate  for  registration of transfer,  the Owner Trustee,  the Certificate
Registrar and any of their respective  agents may treat the Person in whose name
any  Certificate is registered as the owner of such  Certificate for the purpose
of  receiving  distributions  pursuant to Section  5.02 hereof and for all other
purposes whatsoever,  and none of the Owner Trustee, the Certificate  Registrar,
and Trust  Paying Agent or any of their  respective  agents shall be affected by
any notice of the contrary.

      Section 3.11.  Access to List of  Certificateholder's  Name and Addresses.
The Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Depositor,  within 15 days  after  receipt  by the  Certificate  Registrar  of a
written  request  therefor  from the  Servicer  or the  Depositor,  the name and
address of the  Certificateholder as of the most recent Record Date in such form
as   the   Servicer   or   the   Depositor   may   reasonably   require.   Every
Certificateholder,  by  receiving  and  holding a  Certificate,  agrees with the
Servicer,  the Depositor  and the Owner  Trustee that none of the Servicer,  the
Depositor  or the  Owner  Trustee  shall be held  accountable


                                       13
<PAGE>

by reason of the  disclosure of any such  information as to the name and address
of the  Certificateholder  hereunder,  regardless  of the source from which such
information was derived.

      Section  3.12.  Maintenance  of Office or Agency.  The Owner Trustee shall
maintain  in  Delaware,  an office or  offices or agency or  agencies  where the
Certificates  may be surrendered  for  registration  of transfer or exchange and
where  notices  and  demands  to or upon the Owner  Trustee  in  respect  of the
Certificates  and  this  Agreement  may be  served.  The  Owner  Trustee  hereby
designates  the Owner  Trustee  Corporate  Trust  Office as its  office for such
purposes.  The Owner Trustee shall give prompt  written notice to the Depositor,
the Servicer and to the  Certificateholder  of any change in the location of the
Certificate Register or any such office or agency.

      Section 3.13.  Appointment  of Trust Paying Agent.  The Trust Paying Agent
shall make  distributions  to the Residual  Interest  Owner  pursuant to Section
5.02(a) hereof and shall report the amounts of such  distributions  to the Owner
Trustee.  The Owner  Trustee may revoke  such power and remove the Trust  Paying
Agent if the Owner Trustee  determines,  in its sole discretion,  that the Trust
Paying Agent shall have failed to perform its  obligations  under this Agreement
in any material  respect.  The "Trust Paying Agent" initially shall be U.S. Bank
National  Association,  and any co-Trust Paying Agent chosen by the Trust Paying
Agent that is acceptable to the Owner Trustee.  Each Trust Paying Agent shall be
permitted to resign as Trust Paying  Agent upon 30 days'  written  notice to the
Owner Trustee. In the event that U.S. Bank National  Association shall no longer
be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as
Trust Paying  Agent (which shall be a bank or trust  company of similar size and
credit rating).  The Owner Trustee shall cause such successor Trust Paying Agent
or any additional  Trust Paying Agent  appointed by the Owner Trustee to execute
and deliver to the Owner  Trustee an instrument  in which such  successor  Trust
Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee
that, as Trust Paying  Agent,  such  successor  Trust Paying Agent or additional
Trust  Paying  Agent will hold all sums,  if any,  held by it for payment to the
Certificateholders in trust for the benefit of the  Certificateholders  entitled
thereto  until  such sums  shall be paid to such  Certificateholders.  The Trust
Paying  Agent shall  return all  unclaimed  funds to the Owner  Trustee and upon
removal of a Trust Paying  Agent,  such Trust Paying Agent shall also return all
funds in its possession to the Owner  Trustee.  The provisions of Sections 7.01,
7,03,  7.04 and 8.01 hereof shall apply to the Owner Trustee also in its role as
Trust Paying  Agent,  for so long as the Owner Trustee shall act as Trust Paying
Agent and, to the extent  applicable,  to any other Trust Paying Agent appointed
hereunder.  Any  reference  in this  Agreement  to the Trust  Paying Agent shall
include any co-Trust Paying Agent unless the context requires otherwise.

      Section 3.14. Ownership by Owner of Trust Certificate.  Owner shall on the
Closing Date purchase from the Trust a Trust Certificate.

      Section  3.15.  Ownership by Depositor of Residual  Interest  Certificate.
Depositor shall on the Closing Date purchase from the Trust a Residual  Interest
Certificate.


                                       14
<PAGE>

                                  ARTICLE IV.

                            ACTIONS BY OWNER TRUSTEE

      Section  4.01.  Prior  Notice to Residual  Interest  Owner with Respect to
Certain  Matters.  Subject to the  provisions and  limitations  contained in the
Indenture  and  other  Transaction  Documents,  with  respect  to the  following
matters,  unless  otherwise  instructed in writing by the Owner, the Trust shall
not take  action  unless at least 30 days  before the taking of such  action the
Owner Trustee shall have notified the Owner that such action will be taken:

      (a) the  initiation of any claim or lawsuit by the Trust (except claims or
lawsuits  brought in connection with the collection of the Timeshare  Loans) and
the compromise of any action,  claim or lawsuit  brought by or against the Trust
(except  with  respect  to claims  or  lawsuits  for  collection  of the  assets
comprising the Trust Estate);

      (b) the election by the Trust to file an amendment to the  Certificate  of
Trust (unless such  amendment is required to be filed under the Statutory  Trust
Statute);

      (c) the amendment of the Indenture by a supplemental indenture; or

      (d)  the  appointment  pursuant  to  the  Indenture  of a  successor  Note
Registrar, Trust Paying Agent or Indenture Trustee or pursuant to this Agreement
of a successor  Certificate  Registrar,  or the consent to the assignment by the
Note Registrar,  Trust Paying Agent,  Indenture Trustee or Certificate Registrar
of its obligations under the Indenture or this Agreement, as applicable.

      Section 4.02.  Action by Residual  Interest  Owner with Respect to Certain
Matters.  Subject to the provisions and limitations of Section 4.04 hereof,  the
Owner Trustee shall not have the power, except upon the written direction of the
Residual  Interest Owner,  to (a) initiate any claim,  suit or proceeding by the
Trust or  compromise  any claim,  suit or  proceeding  brought by or against the
Trust,  (b) authorize the merger or  consolidation of the Trust with or into any
other business trust or entity (other than in accordance with Section 8.4 of the
Indenture) or (c) amend the  Certificate of Trust.  The Owner Trustee shall take
the actions referred to in the preceding sentence only upon written instructions
signed by the Residual Interest Owner.

      Section  4.03.   Action  by  Residual   Interest  Owner  with  Respect  to
Bankruptcy.  Subject to Sections 2.12(b) and (f) hereof, the Owner Trustee shall
not have the power to commence a voluntary  proceeding in a bankruptcy  relating
to the Trust without the prior  approval of the Residual  Interest Owner and the
delivery to the Owner Trustee by such Residual  Interest  Owner of a certificate
certifying that such Residual Interest Owner reasonably  believes that the Trust
is insolvent.

      Section  4.04.  Restrictions  on  Residual  Interest  Owner's  Power.  The
Residual Interest Owner shall not direct the Owner Trustee to take or to refrain
from  taking any action if such  action or  inaction  would be  contrary  to any
obligation of the Trust or the Owner Trustee under this  Agreement or any of the
Transaction  Documents  or would be contrary to the purpose of this


                                       15
<PAGE>

Trust as set forth in Section  2.03(a)  hereof,  nor shall the Owner  Trustee be
obligated to follow any such direction, if given.

                                   ARTICLE V.

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

      Section 5.01. Establishment of Certificate Distribution Account. The Owner
Trustee shall cause the Servicer, for the benefit of the Certificateholders,  to
establish and maintain with U.S.  Bank National  Association  for the benefit of
the Owner  Trustee,  a trust account (the  "Certificate  Distribution  Account")
which,  while the Trust  Paying  Agent  holds such  account,  shall be  entitled
"CERTIFICATE  DISTRIBUTION  ACCOUNT,  U.S. BANK NATIONAL  ASSOCIATION,  AS TRUST
PAYING  AGENT,  IN TRUST FOR THE BXG  RECEIVABLES  NOTE TRUST  2004-C,  RESIDUAL
INTEREST CERTIFICATE." Funds shall be deposited in the Certificate  Distribution
Account as required by the Indenture,  or following  satisfaction  or release of
the Indenture.

      Section 5.02. Application of Trust Funds.

      (a) On each Payment Date, the Trust Paying Agent shall distribute  amounts
to the parties  due  payments  under the  Transaction  Documents  for which such
payments are not provided for in Section 3.4 or Section 6.6 of the Indenture and
the remaining  amounts to the Residual Interest Owner, pro rata, from amounts on
deposit in the Certificate  Distribution  Account the amounts  deposited therein
pursuant to Sections  3.4 or 6.6 of the  Indenture  with respect to such Payment
Date.

      (b) On each  Payment  Date,  the  Trust  Paying  Agent  shall  send to the
Residual  Interest  Owner the  statement  or  statements  provided  to the Owner
Trustee by the Servicer pursuant to Section 5.5 of the Indenture with respect to
such Payment Date.

      (c) In the  event  that any  withholding  tax is  imposed  on the  Trust's
payment (or allocation of income) to the Residual Interest Owner, such tax shall
reduce the amount  otherwise  distributable  to the Residual  Interest  Owner in
accordance  with this Section.  The Trust Paying Agent is hereby  authorized and
directed to retain from amounts otherwise distributable to the Residual Interest
Owner  sufficient funds for the payment of tax that is legally owed by the Trust
(but such authorization  shall not prevent the Owner Trustee from contesting any
such tax in appropriate  proceedings,  and  withholding  payment if such tax, if
permitted by law,  pending the outcome of such  proceedings).  The amount of any
withholding  tax imposed with respect to the  Residual  Interest  Owner shall be
treated as cash  distributed  to such Residual  Interest Owner at the time it is
withheld by the Trust and remitted to the appropriate taxing authority. If there
is a possibility that withholding tax is payable with respect to a distribution,
the Trust  Paying  Agent may in its sole  discretion  withhold  such  amounts in
accordance with this paragraph (c).

      Section  5.03.  Method of  Payment.  Subject  to  Section  9.01(c)  hereof
respecting  the  final  payment  upon   retirement  of  the  Residual   Interest
Certificate, distributions required to be made to the Residual Interest Owner of
record on the related Record Date shall be made by


                                       16
<PAGE>

check mailed to such  Residual  Interest  Owner at the address of such  Residual
Interest Owner appearing in the Certificate Register.

      Section 5.04. No Segregation of Moneys;  No Interest.  Subject to Sections
5.01 and 5.02 hereof,  moneys  received by the Trust Paying Agent  hereunder and
deposited into the Certificate Distribution Account will be segregated except to
the  extent  required  otherwise  by law  and  shall  be  invested  in  Eligible
Investments maturing no later than one Business Day prior to the related Payment
Date at the  direction  of the  Depositor.  The Trust  Paying Agent shall not be
liable  for  payment  of any  interest  or losses  in  respect  of such  moneys.
Investment  gains shall be for the account of and paid to the Residual  Interest
Owner.

      Section  5.05.  Accounting  and  Reports  to  the  Certificateholder,  the
Internal  Revenue  Service and Others.  The Owner Trustee shall (a) maintain (or
cause to be maintained)  the books of the Trust on a calendar year basis and the
accrual method of accounting, (b) deliver to the Residual Interest Owner, as may
be required by the Code and applicable Treasury Regulations, such information as
may be required to enable the Residual Interest Owner to prepare its federal and
state income tax returns,  (c) file such tax returns, if necessary,  relating to
the Trust  and make  such  elections  as from  time to time may be  required  or
appropriate  under  any  applicable  state  or  federal  statute  or any rule or
regulation thereunder so as to maintain the federal income tax treatment for the
Trust as set forth in Section  2.11  hereof,  (d) cause  such tax  returns to be
signed in the manner  required by law and (e)  collect or cause to be  collected
any  withholding  tax as described  in and in  accordance  with Section  5.02(c)
hereof with respect to income or distributions  to Residual  Interest Owner. The
Owner  Trustee  shall elect under  Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Timeshare  Loans.
If  applicable,  the Owner  Trustee shall not make the election  provided  under
Section 754 or Section 761 of the Code.

      Section 5.06. Signature on Returns; Tax Matters Partner.

      (a) The Depositor shall sign on behalf of the Trust the tax returns of the
Trust.

      (b) If  Subchapter K of the Code should be  applicable  to the Trust,  the
Residual  Interest  Owner shall be designated  the "tax matters  partner" of the
Trust  pursuant to Section 6231  (a)(7)(A) of the Code and  applicable  Treasury
Regulations.

                                  ARTICLE VI.

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

      Section 6.01. General Authority. Subject to the provisions and limitations
of Sections 2.03 and 2.06 hereof,  the Owner Trustee is authorized  and directed
to execute and deliver the  Transaction  Documents to which the Trust is to be a
party and each  certificate  or other  Document  attached  as an  exhibit  to or
contemplated  by the  Transaction  Documents to which the Trust is to be a party
and any amendment or other  agreement,  as evidenced  conclusively  by the Owner
Trustee's execution thereof. In addition to the foregoing,  the Owner Trustee is
authorized,  but shall not be  obligated,  to take all  actions  required of the
Trust pursuant to the Transaction Documents.


                                       17
<PAGE>

      Section 6.02. General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged)  all of its  responsibilities  pursuant to
the terms of this  Agreement  and the other  Transaction  Documents to which the
Trust is a party and to  administer  the Trust in the  interest of the Owner and
the  Residual  Interest  Owner,  subject  to the  Transaction  Documents  and in
accordance with the provisions of this Agreement. Notwithstanding the foregoing,
the  Owner  Trustee  shall  be  deemed  to  have   discharged   its  duties  and
responsibilities  hereunder  and under the other  Transaction  Documents  to the
extent the Administrator has agreed in the  Administration  Agreement or another
Transaction  Document to perform any act or to  discharge  any duty of the Owner
Trustee or the Trust under any Transaction Document, and the Owner Trustee shall
not be  personally  liable for the  default or failure of the  Administrator  to
carry out its obligations under the Administration Agreement.

      Section 6.03. Action Upon Instruction.

      (a)  Subject to Article IV  hereof,  in  accordance  with the terms of the
Transaction  Documents,  the Owner may by written  instruction  direct the Owner
Trustee in the management of the Trust.

      (b) Owner  Trustee  shall not be required to take any action  hereunder or
under any other Transaction  Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Owner Trustee or is contrary to the terms
hereof or of any other Transaction Documents or is otherwise contrary to law.

      (c) Whenever  the Owner  Trustee is unable to decide  between  alternative
courses of action  permitted or required by the terms of this Agreement or under
any other Transaction Document, the Owner Trustee shall promptly give notice (in
such form as shall be appropriate under the  circumstances) to the Owner and the
Residual Interest Owner requesting  instruction as to the course of action to be
adopted,  and to the extent the Owner  Trustee acts in good faith in  accordance
with any  written  instruction  of the Owner  and the  Residual  Interest  Owner
received, the Owner Trustee shall not be liable on account of such action to any
Person.  If the Owner Trustee shall not have  received  appropriate  instruction
within  ten days of such  notice  (or  within  such  shorter  period  of time as
reasonably  may be  specified  in such  notice  or may be  necessary  under  the
circumstances)  it may,  but  shall be under no duty to,  take or  refrain  from
taking  such  action  not  inconsistent   with  this  Agreement  and  the  other
Transaction Documents, as it shall deem to be in the best interests of the Owner
and the Residual  Interest Owner,  and shall have no liability to any Person for
such action or inaction.

      (d) In the event that the Owner Trustee is unsure as to the  applicability
of any provision of this Agreement or any other Transaction Document or any such
provision  is  ambiguous  as to its  application,  or is, or  appears  to be, in
conflict  with  any  other  applicable  provision,  or in the  event  that  this
Agreement  permits  any  determination  by the  Owner  Trustee  or is  silent or
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such form as shall be appropriate under the  circumstances) to the Owner and the
Residual Interest Owner requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in


                                       18
<PAGE>

accordance with any such  instruction  received,  the Owner Trustee shall not be
liable,  on account of such  action or  inaction,  to any  Person.  If the Owner
Trustee shall not have received appropriate  instruction within ten days of such
notice (or within such shorter  period of time as reasonably may be specified in
such notice or may be necessary  under the  circumstances)  it may, but shall be
under no duty to, take or refrain from taking such action not inconsistent  with
this Agreement or the other Transaction Documents, as it shall deem to be in the
best interests of the Owner and the Residual  Interest Owner,  and shall have no
liability to any Person for such action or inaction.

      (e) Notwithstanding  anything contained herein to the contrary,  the Owner
Trustee shall not be required to take any action in any jurisdiction  other than
in the State of  Delaware  if the taking of such  action  will (i)  require  the
registration  with,  licensing by or the taking of any other  similar  action in
respect  of,  any  state  or  other  governmental  authority  or  agency  of any
jurisdiction  other than the State of Delaware  by or with  respect to the Owner
Trustee; (ii) result in any fee, tax or other governmental charge under the laws
of any  jurisdiction  or an political  subdivisions  thereof in existence on the
date hereof other than the State of Delaware being payable by the Owner Trustee;
or (iii) subject the Owner Trustee to personal  jurisdiction in any jurisdiction
other  than the  State of  Delaware  for  causes  of  action  arising  from acts
unrelated  to  the  consummation  of  the  transactions  by  the  Owner  Trustee
contemplated  in this  Agreement.  In the  event  that  the  Owner  Trustee  has
determined  that any action set forth in clauses  (i)  through  (iii) above will
result in the consequences  stated therein,  the Owner Trustee shall appoint one
or more Persons to act as co-trustee pursuant to Section 10.05 hereof.

      Section  6.04.  No Duties  Except as  Specified  in this  Agreement  or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any  payment  with  respect  to,  register,  record,  sell,  dispose  of or
otherwise  deal with the Trust  Estate,  or to  otherwise  take or refrain  from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or any document or written  instruction  received by the Owner
Trustee  pursuant to Section 6.03 hereof;  and no implied  duties or obligations
shall be read into this Agreement or any other Transaction  Document against the
Owner  Trustee.  The Owner Trustee shall have no  responsibility  for filing any
financing  or  continuation  statement  in any  public  office at any time or to
otherwise  perfect or maintain the  perfection of any security  interest or lien
granted to it  hereunder  or to prepare  or file any  Commission  filing for the
Trust or to record this Agreement or any other Transaction  Document.  The Owner
Trustee nevertheless agrees that it will, at its own cost and expense,  promptly
take all action as may be necessary  to  discharge  any liens on any part of the
Trust Estate that result from actions by, or claims  against,  the Owner Trustee
that are not related to the ownership or the administration of the Trust Estate.

      Section 6.05. No Action Except Under Specified  Documents or Instructions.
The Owner Trustee shall not manage,  control, use, sell, dispose of or otherwise
deal with any part of the Trust Estate except (i) in accordance  with the powers
granted to and the authority  conferred upon the Owner Trustee  pursuant to this
Agreement,  (ii) in accordance with the other Transaction Documents and (iii) in
accordance  with any  document or  instruction  delivered  to the Owner  Trustee
pursuant to Section 6.03 hereof.


                                       19
<PAGE>

      Section  6.06.  Restrictions.  The Owner Trustee shall not take any action
(i) that is  inconsistent  with the  purposes  of the Trust set forth in Section
2.03 hereof or (ii) that, to the actual  knowledge of a  Responsible  Officer of
the Owner Trustee, would result in the Trust's becoming taxable as a corporation
for federal or state  income tax  purposes.  Neither the Owner nor the  Residual
Interest Owner shall direct the Owner Trustee to take actions that would violate
the provisions of this Section.

                                  ARTICLE VII.

                          CONCERNING THE OWNER TRUSTEE

      Section 7.01.  Acceptance of Trusts and Duties.  The Owner Trustee accepts
the  trusts  hereby  created  and agrees to perform  its duties  hereunder  with
respect  to such  trusts  but only upon the terms of this  Agreement.  The Owner
Trustee also agrees to disburse all moneys actually  received by it constituting
part of the Trust Estate upon the terms of the  Transaction  Documents  and this
Agreement. The Owner Trustee shall not be answerable or accountable hereunder or
under any other Transaction Document under any circumstances, except (i) for its
own willful  misconduct or  negligence or (ii) in the case of the  inaccuracy of
any  representation or warranty  contained in Section 7.03 hereof expressly made
by the Owner Trustee.  In particular,  but not by way of limitation (and subject
to the exceptions set forth in the preceding sentence);

      (a) the Owner  Trustee  shall not be liable for any error of judgment made
by a  responsible  officer  of the  Owner  Trustee  which  did not  result  from
negligence on the part of such responsible officer;

      (b) the Owner Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in accordance  with the  instructions  of the Owner
and the Residual Interest Owner;

      (c) no provision of this Agreement or any other Transaction Document shall
require  the  Owner  Trustee  to  expend or risk  funds or  otherwise  incur any
financial  liability in the performance of any of its rights or powers hereunder
or under any  Transaction  Document if the Owner Trustee  shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;

      (d)  under  no  circumstances  shall  the  Owner  Trustee  be  liable  for
indebtedness  evidenced by or arising  under any of the  Transaction  Documents,
including the principal of and interest on the Notes;

      (e) the Owner  Trustee shall not be  responsible  for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Depositor  or for  the  form,  character,  genuineness,  sufficiency,  value  or
validity  of any of the Trust  Estate,  or for or in respect of the  validity or
sufficiency  of  the  Transaction  Documents,  other  than  the  certificate  of
authentication on the Trust  Certificate and the Residual Interest  Certificate,
and the Owner Trustee shall in no event assume or incur any liability,  duty, or
obligation  to any  Noteholder or to


                                       20
<PAGE>

the Owner or the Residual Interest Owner,  other than as expressly  provided for
herein or expressly agreed to in the Transaction Documents; and

      (f) the Owner  Trustee shall be under no obligation to exercise any of the
rights or powers  vested in it by the  Agreement,  or to  institute,  conduct or
defend any  litigation  under this Agreement or otherwise or in relation to this
Agreement or any other Transaction Document, at the request,  order or direction
of the Owner or the  Residual  Interest  Owner unless such Owner or the Residual
Interest  Owner  has  offered  to  the  Owner  Trustee   security  or  indemnity
satisfactory  to it against  the costs,  expenses  and  liabilities  that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any  discretionary  act  enumerated in this Agreement or in any other
Transaction  Document  shall not be construed as a duty,  and the Owner  Trustee
shall not be answerable for other than its  negligence or willful  misconduct in
the performance of any such act.

      Section 7.02. Furnishing of Documents.  The Owner Trustee shall furnish to
the Owner and the Residual  Interest  Owner  promptly  upon receipt of a written
request  therefor,  duplicates  or copies  of all  reports,  notices,  requests,
demands, certificates,  financial statements and any other instruments furnished
to the Owner Trustee under the Transaction Documents.

      Section 7.03.  Representations  and Warranties of the Trust  Company.  The
Trust Company hereby  represents and warrants to the Depositor and the Owner and
the Residual Interest Owner that:

      (a) It is a banking  corporation  duly  organized and validly  existing in
good  standing  under the laws of the State of  Delaware.  It has all  requisite
corporate  power and authority to execute,  deliver and perform its  obligations
under this Agreement.

      (b) It has taken all corporate action necessary to authorize the execution
and delivery by it of this  Agreement,  and this  Agreement will be executed and
delivered by one of its officers who is duly  authorized  to execute and deliver
this Agreement on its behalf.

      (c) Neither the  execution nor the delivery by it of this  Agreement,  nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or  provisions  hereof will  contravene  any federal or
Delaware law,  governmental  rule or  regulation  governing the banking or trust
powers  of the  Trust  Company  or any  judgment  or  order  binding  on it,  or
constitute  any default under its charter  documents or bylaws or any indenture,
mortgage,  contract,  agreement or instrument to which it is a party or by which
any of its  properties  may be bound or result in the creation or  imposition of
any lien, charge or encumbrance on the Trust Estate resulting from actions by or
claims  against  the Trust  Company  individually  which are  unrelated  to this
Agreement or the other Transaction Documents.

      Section 7.04. Reliance; Advice of Counsel.

      (a) The Owner  Trustee  shall incur no  liability to anyone in acting upon
any  signature,   instrument,  notice,  resolution,   request,  consent,  order,
certificate,  report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper  party or parties.  The
Owner  Trustee  may  accept a  certified  copy of a  resolution  of the board of


                                       21
<PAGE>

directors or other governing body of any corporate party as conclusive  evidence
that such  resolution has been duly adopted by such body and that the same is in
full force and effect.  As to any fact or matter the method of  determination of
which is not  specifically  prescribed  herein,  the Owner  Trustee  may for all
purposes  hereof  rely on a  certificate,  signed by the  president  or any vice
president  or by the  treasurer  or other  authorized  officers of the  relevant
party,  as to such fact or matter and such  certificate  shall  constitute  full
protection  to the Owner  Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.

      (b) In the exercise or  administration  of the trusts hereunder and in the
performance  of its duties and  obligations  under this  Agreement  or the other
Transaction  Documents,  the Owner  Trustee (i) may act  directly or through its
agents or attorneys  pursuant to agreements entered into by any of them, and the
Owner  Trustee  shall not be liable for the conduct or misconduct of such agents
or attorneys as shall have been  selected by the Owner  Trustee with  reasonable
care and (ii) may consult with counsel, accountants and other skilled persons to
be selected with reasonable care and employed by it. The Owner Trustee shall not
be  liable  for  anything  done,  suffered  or  omitted  in good  faith by it in
accordance with the written  opinion or advice of any such counsel,  accountants
or other such persons.

      Section  7.05.  Not Acting in Individual  Capacity.  Except as provided in
this Article VII, in  accepting  the trusts  hereby  created,  Wilmington  Trust
Company  acts  solely  as  Owner  Trustee  hereunder  and not in its  individual
capacity,  and all Persons  having any claim against the Owner Trustee by reason
of the  transactions  contemplated  by this  Agreement or any other  Transaction
Document  shall  look only to the  Trust  Estate  for  payment  or  satisfaction
thereof.

      Section  7.06.  Owner Trustee Not Liable for Trust  Certificate,  Residual
Interest Certificate Notes or Timeshare Loans. The recitals contained herein and
in the Trust Certificate and the Residual Interest  Certificate  (other than the
signature  and  countersignature  of the Owner  Trustee and the  certificate  of
authentication  on such  Certificates)  shall be taken as the  statements of the
Depositor,  and neither the Owner Trustee nor the Owner  assumes  responsibility
for the correctness  thereof.  The Owner Trustee makes no  representations as to
the validity or sufficiency of this Agreement, any other Transaction Document or
the  Certificates  (other than the signature and  countersignature  of the Owner
Trustee and the certificate of authentication on the Certificates) or the Notes,
or of any  Timeshare  Loan or related  documents.  The Owner Trustee shall at no
time have any  responsibility  or liability for or with respect to the legality,
validity  and  enforceability  of any  Timeshare  Loan,  or the  perfection  and
priority of any security  interest in any security  relating to a Timeshare Loan
or the maintenance of any such  perfection and priority,  or for or with respect
to the  sufficiency  of the Trust Estate or its ability to generate the payments
to be  distributed  to the Residual  Interest  Owner under this Agreement or the
Noteholders under the Indenture,  including,  without limitation, the existence,
condition and ownership of any Timeshare Loan; the existence and  enforceability
of any insurance  thereon;  the existence and contents of any Timeshare  Loan on
any computer or other record  thereof;  the  validity of the  assignment  of any
Timeshare Loan to the Trust or of any intervening  assignment;  the completeness
of any Timeshare Loan; the performance or enforcement of any Timeshare Loan; the
compliance by the Depositor or the Servicer with any warranty or  representation
made under any Transaction  Document or in any related  document or the accuracy
of any such


                                       22
<PAGE>

warranty or  representation;  or any action of the  Servicer or any  subservicer
taken in the name of the Owner Trustee.

      Section 7.07.  Owner  Trustee May Own  Certificates  and Notes.  The Owner
Trustee in its  individual or any other capacity may become the owner or pledgee
of the  Certificates  or Notes and may deal with the Depositor,  the Owner,  the
Residual  Interest  Owner,  the  Indenture  Trustee and the  Servicer in banking
transactions with the same rights as it would have if it were not Owner Trustee.

                                 ARTICLE VIII.

                          COMPENSATION OF OWNER TRUSTEE

      Section 8.01.  Owner Trustee's Fees and Expenses.  The Owner Trustee shall
receive as compensation for its services hereunder such fees as are provided for
and paid pursuant to Section 3.4 of the Indenture.  Additionally,  in accordance
with Section 3.4 of the  Indenture,  the Owner  Trustee  shall be entitled to be
reimbursed for its other reasonable out-of-pocket expenses hereunder,  including
the  reasonable  compensation,   expenses  and  disbursements  of  such  agents,
representatives,  experts  and  counsel  as the  Owner  Trustee  may  employ  in
connection  with the  exercise  and  performance  of its  rights  and its duties
hereunder.  The Owner  Trustee's  right to  enforce  such  obligations  shall be
subject to the provisions of Section 11.08 hereof.

      Section 8.02.  Indemnification.  The Depositor  shall be liable as primary
obligor for, and shall indemnify the Trust Company and its  successors,  assigns
and servants (collectively, the "Indemnified Parties") from and against, any and
all liabilities, obligations, losses, damages, taxes, claims, actions and suits,
and  any  and  all  reasonable  costs,  expenses  and  disbursements  (including
reasonable  legal  fees  and  expenses)  of  any  kind  and  nature   whatsoever
(collectively,  "Expenses")  which may at any time be imposed on, incurred by or
asserted against the Owner Trustee or any Indemnified  Party in any way relating
to or arising out of this Agreement,  the other Transaction Documents, the Trust
Estate,  the administration of the Trust Estate or the action or inaction of the
Owner Trustee hereunder,  except only that the Depositor shall not be liable for
or required to indemnify an Indemnified  Party from and against Expenses arising
or resulting  from the Owner  Trustee's own willful  misconduct or negligence or
any  inaccuracy  of any  representation  or warranty  contained  in Section 7.03
hereof  expressly made by the Owner Trustee.  The indemnities  contained in this
Section shall survive the resignation or termination of the Owner Trustee or the
termination of this Agreement.  In the event of any claim,  action or proceeding
for which  indemnity  will be sought  pursuant to this Section  8.02,  the Owner
Trustee's  choice of legal  counsel  shall be  subject  to the  approval  of the
Depositor, which approval shall not be unreasonably withheld.

      Section 8.03. Payments to the Owner Trustee. Any amounts paid to the Owner
Trustee or the Trust  Company  pursuant to this Article VIII shall be deemed not
to be a part of the Trust Estate immediately after such payment.


                                       23
<PAGE>

                                  ARTICLE IX.

                         TERMINATION OF TRUST AGREEMENT

      Section 9.01. Termination of Trust Agreement.

      (a) The Trust shall dissolve upon written notice,  which shall be provided
by the Owner to the Owner  Trustee,  only  after the  earlier  of (i) the day on
which  the  rights  of all  Notes  to  receive  payments  from the  Issuer  have
terminated in accordance  with the Indenture and final  distribution of payments
to  the  Residual  Interest  Certificates  as  required  hereunder  (the  "Trust
Termination  Date")  and  (ii)  dissolution  of the  Trust  in  accordance  with
applicable  law. After  satisfaction  of liabilities of the Trust as provided by
applicable  law,  any money or other  property  held as part of the Trust Estate
following such  distribution  shall be distributed to the Owner. The bankruptcy,
liquidation,  dissolution,  termination,  death or incapacity of the Owner shall
not (x) operate to terminate this Agreement or annul,  dissolve or terminate the
Trust,  or (y) entitle the Owner's  legal  representatives  or heirs to claim an
accounting  or to take any action or  proceeding in any court for a partition or
winding  up of all or any part of the  Trust or Trust  Estate  or (z)  otherwise
affect the rights, obligations and liabilities of the parties hereto.

      (b) Except as provided in Section  9.0l(a)  hereof,  neither the Depositor
nor any Certificateholder shall be entitled to revoke or terminate the Trust.

      (c) Notice of any  dissolution  of the Trust,  specifying the Payment Date
upon which the Residual  Interest  Owner shall  surrender its Residual  Interest
Certificate to the Trust Paying Agent for payment of the final  distribution and
cancellation,   shall  be  given  by  the  Owner   Trustee   by  letter  to  the
Certificateholder  mailed  within  five  Business  Days of  receipt of notice of
termination from the Servicer, stating (i) the Payment Date upon or with respect
to which final payment of the Residual  Interest  Certificate shall be made upon
presentation and surrender of the Residual Interest Certificate at the office of
the Trust Paying  Agent  therein  designated,  (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Payment Date
is not applicable,  payments being made only upon  presentation and surrender of
the  Residual  Interest  Certificate  at the  office of the Trust  Paying  Agent
therein  specified.  The Owner Trustee shall give such notice to the Certificate
Registrar  (if other than the Owner  Trustee)  and the Trust Paying Agent at the
time such notice is given to the Residual  Interest Owner. Upon presentation and
surrender of the Residual  Interest  Certificates,  the Trust Paying Agent shall
cause to be distributed to the Residual Interest Owner amounts  distributable on
such Payment Date pursuant to Section 5.02 hereof.

      (d) In the event that the Residual  Interest Owner shall not surrender its
Residual Interest  Certificate for cancellation within six months after the date
specified in the above mentioned written notice,  the Owner Trustee shall give a
second written notice to such Residual  Interest Owner to surrender its Residual
Interest  Certificate for cancellation and receive the final  distribution  with
respect  thereto.  If within  one year  after the  second  notice  the  Residual
Interest Certificate shall not have been surrendered for cancellation, the Owner
Trustee may take appropriate  steps, or may appoint an agent to take appropriate
steps,  to contact the  Residual  Interest  Owner  concerning  surrender  of its
Residual  Interest  Certificate,  and the cost thereof  shall


                                       24
<PAGE>

be paid out of the funds and other  assets  that  shall  remain  subject to this
Agreement.  Any funds  remaining in the Trust after  exhaustion of such remedies
shall be distributed by the Owner Trustee to the Depositor.

      (e) Upon the  winding up of the Trust and  payment of all  liabilities  in
accordance with Section 3808 of the Statutory  Trust Statute,  the Owner Trustee
shall cause the  Certificate  of Trust to be canceled by filing a certificate of
cancellation  with the Secretary of State in accordance  with the  provisions of
Section  3810 of the  Statutory  Trust  Statute  at which  time the Trust  shall
terminate.

                                   ARTICLE X.

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

      Section  10.01.  Eligibility  Requirements  for Owner  Trustee.  The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Statutory Trust Statute;  authorized to exercise  corporate trust
powers;  and having a combined  capital and surplus of at least  $50,000,000 and
subject to  supervision  or  examination  by federal or state  authorities;  and
having (or having a parent  that has) a rating of at least Baa3 by  Moody's.  If
such corporation  shall publish reports of condition at least annually  pursuant
to  law  or to  the  requirements  of the  aforesaid  supervising  or  examining
authority,  then for the purpose of this Section 10.01, the combined capital and
surplus  of such  corporation  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent  report of condition so  published.  Any
Person meeting the requirements for an owner trustee under this Section 10.01 is
referred to herein as "Eligible  Owner  Trustee".  In case at any time the Owner
Trustee  shall cease to be eligible in  accordance  with the  provisions of this
Section,  the Owner Trustee shall resign  immediately in the manner and with the
effect specified in Section 10.02 hereof.

      Section 10.02.  Resignation or Removal of Owner Trustee. The Owner Trustee
may at any time  resign  and be  discharged  from the trusts  hereby  created by
giving 30 days prior  written  notice  thereof to the Depositor and the Servicer
and the  Indenture  Trustee.  Upon  receiving  such notice of  resignation,  the
Depositor  shall promptly  appoint a successor  Owner Trustee,  which  successor
shall be an Eligible Owner Trustee,  by written  instrument,  in duplicate,  one
copy of which  instrument  shall be delivered to the resigning Owner Trustee and
one copy to the successor  Owner  Trustee.  If no successor  Owner Trustee shall
have been so appointed and shall have accepted  appointment within 30 days after
the giving of such  notice of  resignation,  the  resigning  Owner  Trustee  may
petition any court of competent  jurisdiction for the appointment of a successor
Owner Trustee which shall be an Eligible Owner Trustee.

      If at any time the Owner  Trustee shall cease to be eligible in accordance
with the  provisions  of Section  10.01  hereof  and shall fail to resign  after
written request therefor by the Owner, or if at any time the Owner Trustee shall
be legally  unable to act, or shall be  adjudged  bankrupt  or  insolvent,  or a
receiver  of the Owner  Trustee or of its  property  shall be  appointed  or any
public  officer  shall take  charge or  control  of the Owner  Trustee or of its
property  or  affairs


                                       25
<PAGE>

for the  purpose  of  rehabilitation,  conservation  or  liquidation,  then  the
Indenture Trustee,  may remove the Owner Trustee. If the Indenture Trustee shall
remove  the Owner  Trustee  under the  authority  of the  immediately  preceding
sentence, the Owner shall promptly appoint a successor Owner Trustee which shall
be an Eligible Owner Trustee by written  instrument,  in duplicate,  one copy of
which instrument shall be delivered to the outgoing Owner Trustee so removed and
one copy to the  successor  Owner  Trustee,  and  shall pay all fees owed to the
outgoing Owner Trustee.

      Any  resignation  or removal of the Owner  Trustee  and  appointment  of a
successor Owner Trustee  pursuant to any of the provisions of this Section shall
not become  effective  until  acceptance of appointment  by the successor  Owner
Trustee  pursuant to Section  10.03  hereof and payment of all fees and expenses
owed to the outgoing Owner Trustee.

      Section  10.03.  Successor  Owner  Trustee.  Any  successor  Owner Trustee
appointed  pursuant to Section  10.02  hereof  shall  execute,  acknowledge  and
deliver to the Indenture Trustee and the Depositor, and to its predecessor Owner
Trustee an instrument  accepting  such  appointment  under this  Agreement,  and
thereupon  the  resignation  or removal of the  predecessor  Owner Trustee shall
become  effective,  and such successor  Owner Trustee,  without any further act,
deed or  conveyance,  shall  become  fully  vested with all the rights,  powers,
duties and obligations of its predecessor under this Agreement, with like effect
as if originally  named as Owner Trustee.  The  predecessor  Owner Trustee shall
upon payment of its fees and expenses deliver to the successor Owner Trustee all
documents and  statements  and monies held by it under this  Agreement;  and the
Depositor, Indenture Trustee and the predecessor Owner Trustee shall execute and
deliver such  instruments and do such other things as may reasonably be required
for fully and certainly  vesting and  confirming in the successor  Owner Trustee
all such rights, powers, duties and obligations.

      No successor  Owner Trustee shall accept  appointment  as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be an Eligible Owner Trustee pursuant to Section 10.01 hereof.

      Upon  acceptance of appointment by a successor  Owner Trustee  pursuant to
this Section, the Depositor shall mail notice thereof to the Certificateholders,
the Indenture  Trustee,  the Agent and the  Noteholders.  If the Depositor shall
fail to mail such notice within ten days after acceptance of such appointment by
the successor Owner Trustee, the successor Owner Trustee shall cause such notice
to be mailed at the expense of the Depositor.

      Section 10.04.  Merger or Consolidation of Owner Trustee.  Any corporation
into which the Owner  Trustee may be merged or converted or with which it may be
consolidated,  or any  corporation  resulting  from any  merger,  conversion  or
consolidation  to which the Owner Trustee shall be a party,  or any  corporation
succeeding to all or  substantially  all of the corporate  trust business of the
Owner Trustee,  shall be the successor of the Owner Trustee  hereunder,  without
the execution or filing of any  instrument or any further act on the part of any
of  the  parties  hereto,  anything  herein  to  the  contrary  notwithstanding;
provided,  that such  corporation  shall be eligible  pursuant to Section  10.01
hereof.


                                       26
<PAGE>

      Section   10.05.   Appointment   of   Co-Trustee   or  Separate   Trustee.
Notwithstanding  any other  provisions of this  Agreement,  at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Trust Estate may at the time be located, the Owner Trustee shall have the
power and shall  execute  and  deliver  all  instruments  to appoint one or more
Persons  approved by the Owner  Trustee to act as  co-trustee,  jointly with the
Owner Trustee,  or as separate trustee or separate trustees,  of all or any part
of the Trust Estate, and to vest in such Person, in such capacity, such title to
the Trust or any part  thereof  and,  subject  to the other  provisions  of this
Section,  such  powers,  duties,  obligations,  rights  and  trusts as the Owner
Trustee may consider  necessary or desirable.  No co-trustee or separate trustee
under this  Agreement  shall be required to meet the terms of  eligibility  as a
successor  Owner  Trustee  pursuant to Section 10.01 hereof and no notice of the
appointment of any co-trustee or separate trustee shall be required  pursuant to
Section 10.03 hereof.

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

      (a) all rights,  powers,  duties and obligations conferred or imposed upon
the Owner  Trustee  shall be  conferred  upon and  exercised or performed by the
Owner  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 Owner 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 Owner  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 Trust Estate 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 Owner
Trustee;

      (b) no trustee under this Agreement  shall be personally  liable by reason
of any such act or omission of any other trustee under this Agreement; and

      (c)  the  Owner  Trustee  acting  jointly  may  at  any  time  accept  the
resignation of or remove any separate trustee or co-trustee.

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

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


                                       27
<PAGE>

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

                                  ARTICLE XI.

                                  MISCELLANEOUS

      Section 11.01.  Supplements and Amendments.  This Agreement may be amended
from time to time,  by a written  amendment  duly  executed and delivered by the
Owner,  Residual Interest Owner and the Owner Trustee,  with the written consent
of the Indenture Trustee, but without the consent of any of the Noteholders,  to
cure any ambiguity, to correct or supplement any provisions in this Agreement or
for the  purpose  of adding  any  provisions  to or  changing  in any  manner or
eliminating  any of the  provisions of this Agreement or modifying in any manner
the rights of the Noteholders;  provided,  however, that such amendment will not
(i) as evidenced by an Opinion of Counsel  addressed  and delivered to the Owner
Trustee and the Indenture Trustee,  materially and adversely affect the interest
of any Noteholder or the Owner or Residual  Interest Owner or cause the Trust to
fail to be  treated  as a  "qualified  special  purpose  entity"  as  defined in
Financial  Accounting Standards Board Statement No. 140 and (ii) as evidenced by
an Opinion of Counsel  addressed  and  delivered  to the Owner  Trustee  and the
Indenture  Trustee,  cause the Trust to be  classified as an  association  (or a
publicly  traded  partnership)  taxable as a corporation  for federal income tax
purposes;  provided,  further, that Section 2.03 hereof may be amended only with
the consent of the Holders of Notes  representing  not less than 51% of the then
Outstanding Note Balance of each Class of Notes.  Additionally,  notwithstanding
the preceding  sentence,  this  Agreement may be amended by the Owner,  Residual
Interest  Owner and the Owner  Trustee  without  the  consent  of the  Indenture
Trustee or any of the Noteholders to add, modify or eliminate such provisions as
may be  necessary  or advisable in order to enable all or a portion of the Trust
(i) to qualify as, and to permit an election to be made to cause the Trust to be
treated as, a "financial asset securitization  investment trust" as described in
the  provisions of Section 860L of the Code and (ii) to avoid the  imposition of
state or local  income or  franchise  taxes  imposed on the Trust  Estate or its
income;  provided,  however,  that (i) the Owner must  deliver to the  Indenture
Trustee and the Owner  Trustee an Officer's  Certificate  to the effect that the
proposed  amendments meet the requirements set forth in this subsection and (ii)
such amendment does not affect the rights,  benefits,  protections,  privileges,
immunities, duties or obligations of the Owner Trustee hereunder.

      This  Agreement  may  also be  amended  from  time  to  time by a  written
amendment duly executed and delivered by the Owner,  Residual Interest Owner and
the Owner  Trustee,  with the  consent  of the  Indenture  Trustee  and  Holders
representing no less than 51% of the then Outstanding Note Balance of each Class
of Notes,  for the purpose of adding any provisions to or changing in any manner
or  eliminating  any of the  provisions of this Agreement or of modifying in any
manner  the rights of the  Noteholders;  provided,  however,  that  without  the
consent of all  Noteholders,  no such amendment  shall (a) increase or reduce in
any manner the amount  of, or  accelerate  or delay the timing of  distributions
that are  required to be made for the benefit of the  Noteholders  or (b) reduce
the aforesaid  percentage of the Outstanding amount of the Notes, the


                                       28
<PAGE>

Holders  of which are  required  to  consent  to any such  amendment;  provided,
further,  that  such  amendment  will  not,  (i) as  evidenced  by an  Officer's
Certificate  of the Owner  addressed  and delivered to the Owner Trustee and the
Indenture Trustee,  and (ii) as evidenced by an Opinion of Counsel addressed and
delivered to the Owner Trustee and the Indenture Trustee,  cause the Trust to be
classified as an association  (or a publicly  traded  partnership)  taxable as a
corporation for federal income tax purposes.

      Prior to the  execution of any such  amendment or consent,  the  Depositor
shall  furnish  written  notification  of the  substance  of such  amendment  or
consent,  together with a copy thereof, to the Indenture Trustee,  the Depositor
and the Agent.

      Promptly after the execution of any such  amendment or consent,  the Owner
shall furnish written notification of the substance of such amendment or consent
to the Indenture Trustee.

      It shall not be necessary for the consent of the  Noteholders  pursuant to
this Section 11.1 to approve the  particular  form of any proposed  amendment or
consent,  but it shall be sufficient if such consent shall approve the substance
thereof.

      Promptly after the execution of any amendment to the Certificate of Trust,
the Owner Trustee shall cause the filing of such amendment with the Secretary of
State.

      The  Owner  Trustee  shall be  entitled  to  receive,  and  shall be fully
protected in relying upon, an Officer's  Certificate  of the Owner to the effect
that the conditions to amendment have been satisfied.

      The Owner  Trustee  may, but shall not be  obligated  to, enter into,  and
unless it has consented  thereto in writing shall not be bound by, any amendment
which affects the Owner  Trustee's own rights,  duties,  benefits,  protections,
privileges  or immunities  (as such or in its  individual  capacity)  under this
Agreement or otherwise.

      Section  11.02.  No Legal Title to Trust Estate in Owner.  The Owner shall
not have legal  title to any part of the Trust  Estate.  The  Residual  Interest
Owner shall be entitled to receive  distributions  with respect to its undivided
residual  economic  interest  herein only in  accordance  with Articles V and IX
hereof. No transfer,  by operation of law or otherwise,  of any right,  title or
interest of the Owner or the Residual  Interest Owner to and in their respective
interests in the Trust Estate shall operate to terminate  this  Agreement or the
trusts  hereunder or entitle any  transferee to an accounting or to the transfer
to it of legal title to any part of the Trust Estate.

      Section 11.03.  Limitations  on Rights of Others.  Except for Section 2.07
hereof, the provisions of this Agreement are solely for the benefit of the Owner
Trustee,  the  Depositor,  the Owner,  the Residual  Interest  Owner and, to the
extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Agreement  (other than Section 2.07 hereof),  whether express or
implied,  shall be  construed to give to any other Person any legal or equitable
right,  remedy  or claim in the  Trust  Estate  or under or in  respect  of this
Agreement or any covenants, conditions or provisions contained herein.


                                       29
<PAGE>

      Section 11.04. Notices. All notices, demands,  certificates,  requests and
communications  hereunder ("Notices") shall be in writing and shall be effective
(a) upon receipt when sent through the U.S. mails, registered or certified mail,
return receipt requested, postage prepaid, with such receipt to be effective the
date of delivery indicated on the return receipt,  or (b) one Business Day after
delivery to an overnight courier, or (c) on the date personally  delivered to an
Authorized  Officer of the party to which sent or (d) on the date transmitted by
legible  telecopier  transmission  with a confirmation of receipt,  in all cases
addressed to the recipient as follows:

If to the Servicer:                   Bluegreen Corporation
                                      4960 Conference Way North, Suite 100
                                      Boca Raton, Florida 33431
                                      Attn:  Allan Herz, Senior Vice President
                                      Telephone: (561) 912-8210
                                      Telecopier: (561) 912-8255

If to the Depositor                   BLUEGREEN RECEIVABLES FINANCE
or Residual Interest Owner:           CORPORATION IX
                                      4950 Communication Avenue, Suite 900
                                      Boca Raton, Florida 33431
                                      Attn:  Terry Jones, President
                                      Telephone: (561) 912-8025
                                      Telecopier: (561) 912-8121

If to the Owner Trustee:              Wilmington Trust Company
                                      Rodney Square North
                                      1100 North Market Street
                                      Wilmington, Delaware 19890-0001
                                      Attention: Corporate Trust Administration
                                      Telephone: (302) 636-6000
                                      Telecopier: (302) 636-4141

If to the Indenture Trustee:          U.S. Bank National Association
                                      60 Livingston Avenue
                                      St. Paul, Minnesota 55107
                                      Attn: Structured Finance
                                      Telephone: (651) 244-0011
                                      Telecopier: (651) 244-0089

If to the Owner:                      GSS Holdings, Inc.
                                      114 West 47th Street
                                      Suite 1715
                                      New York, New York 10036
                                      Attn: Kevin P. Burns
                                      Telecopier: (212) 302-8767


                                       30
<PAGE>

If to the Agent:                      Branch Banking and Trust Company
                                      805 Third Avenue, 30th Floor
                                      New York, New York 10022
                                      Attention: Paul Richardson
                                      Fax No.:  (212) 759-9133

                                      and

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

Each party  hereto may, by notice  given in  accordance  herewith to each of the
other  parties  hereto,  designate  any  further or  different  address to which
subsequent notices shall be sent.

      Section  11.05.  Severability  of  Provisions.  If any  one or more of the
covenants,  agreements,  provisions, or terms of this Agreement shall be for any
reason  whatsoever held invalid then such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the Certificateholders thereof.

      Section  11.06.  Counterparts.  This  Agreement may be executed in several
counterparts,  each  of  which  shall  be an  original  and all of  which  shall
constitute but one and the same instrument.

      Section 11.07.  Successors and Assigns. All Owner covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of the
Depositor,  and the Owner Trustee and their respective  successors and permitted
assigns  and the  Owner and the  Residual  Interest  Owner and their  respective
successors and permitted assigns, all as herein provided.  Any request,  notice,
direction,  consent,  waiver or other  instrument  or action by the Owner or the
Residual  Interest  Owner shall bind the  successors and assigns of the Owner or
the Residual Interest Owner, as the case may be.

      Section  11.08.  No Petition.  The Owner  Trustee,  by entering  into this
Agreement, each Certificateholder, by accepting a Certificate, and the Indenture
Trustee and each Noteholder, by accepting the benefits of this Agreement, hereby
covenant  and  agree  that  they  will not at any  time  institute  against  the
Depositor or the Trust, or join in any institution against the Depositor, or the
Trust of, any  bankruptcy  proceedings  under any United Sates  federal or state
bankruptcy or similar law in  connection  with any  obligations  relating to the
Certificates,  the  Notes,  this  Agreement  or  any of  the  other  Transaction
Documents.


                                       31
<PAGE>

      Section  11.09.  No  Recourse.   Each  Certificateholder  by  accepting  a
Certificate  acknowledges that such  Certificateholder's  Certificate represents
equity (in the case of the Trust  Certificate) or residual economic (in the case
of the  Residual  Interest  Certificate)  interests in the Trust only and do not
represent  interests in or  obligations  of the  Depositor,  the  Servicer,  the
Originators,  the Seller, the Owner Trustee, the Indenture Trustee or any of the
respective  Affiliates  and no recourse may be had against such parties or their
assets,  except as may be expressly set forth or contemplated in this Agreement,
the Certificates or the other Transaction Documents.  The Owner by accepting the
Trust Certificate  acknowledges that such Trust Certificate represents an equity
(but not economic)  interest in the Trust and the Trust Estate only and does not
represent  an economic  interest in the Trust or the Trust Estate or an interest
in or an obligation of the Depositor, the Servicer, the Originators, the Seller,
the Owner Trustee or any Affiliate of the foregoing,  and no recourse may be had
against any such party or their assets,  except as may be expressly set forth or
contemplated in the Transaction Documents.

      Section 11.10. Headings.

      The  headings  of  the  various  Articles  and  Sections  herein  are  for
convenience  of reference only and shall not define or limit any of the terms or
provisions hereof.

      Section  11.11.  Governing  Law.  THIS  AGREEMENT  SHALL BE  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT  REFERENCE  TO ITS
CONFLICT OF LAW  PROVISIONS,  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      Section  11.12.  Trust  Certificate  Transfer   Restrictions.   The  Trust
Certificate  may not be  acquired by or for the  account of a Benefit  Plan.  By
accepting and holding a Trust Certificate,  the Certificateholder  thereof shall
be deemed to have  represented  and warranted  that it is not a Benefit Plan nor
will it hold such  Trust  Certificate  for the  account  of a Benefit  Plan.  By
accepting and holding a Trust Certificate,  the Certificateholder  thereof shall
be deemed to have represented and warranted that it is not a Benefit Plan.

      Section  11.13.  Extraordinary  Transactions.  Notwithstanding  any  other
provision of this  Agreement and any provision of law that otherwise so empowers
the Trust, the Trust shall not without the affirmative vote of 100% of the Owner
and the Owner Trustee:

      (a) engage in any  business  or  activity  other than in  accordance  with
Article II hereof;

      (b) incur any indebtedness, or assume or guarantee any indebtedness of any
other person or entity,  other than in connection with the activities  described
in Article II hereof;

      (c) dissolve or liquidate, in whole or in part;

      (d)  consolidate  with or merge  into any other  person or entity or sell,
convey or transfer all or substantially  all of its properties and assets to any
other  person or entity or  acquire  all or  substantially  all of the assets or
capital stock or other ownership interest of any other person or entity;


                                       32
<PAGE>

      (e) institute  proceedings  to be  adjudicated  bankrupt or insolvent;  or
consent to the  institution  of  bankruptcy,  insolvency or similar  proceedings
against it; or file a petition seeking, or consent to,  reorganization or relief
under any applicable federal or state law relating to bankruptcy,  insolvency or
readjustment of debts; or consent to the appointment of a receiver, conservator,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Trust or a substantial  part of its property;  or make any assignment for
the benefit of  creditors;  or admit in writing its  inability  to pay its debts
generally as they become due; or take any corporate action in furtherance of any
such action; or

      (f)  authorize  any  amendment to this Section  11.13 or Articles II or IV
hereof.

      When  voting on  whether  the  Trust  will take any  action  described  in
paragraph (e) of this Section  11.13,  each  controlling  person of the Residual
Interest Owner shall owe its primary  fiduciary duty or other  obligation to the
Trust (including, without limitation, the Trust's creditors) and not to its sole
shareholder  (except as may be  specifically  required by applicable  law).  The
Trust  shall be  deemed to have  consented  to the  foregoing  by virtue of such
Residual Interest Owner's consent to this Agreement.

                            [signature pages follow]


                                       33
<PAGE>

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

                                             BLUEGREEN RECEIVABLES FINANCE
                                             CORPORATION IX, as Depositor and
                                             Residual Interest Owner


                                             By: _______________________________
                                                 Printed Name:
                                                 Title:


                                             WILMINGTON TRUST COMPANY,
                                               as Owner Trustee

                                             By: _______________________________
                                                 Printed Name:
                                                 Title:


                                             GSS HOLDINGS, INC.,
                                               as Owner of the Trust Certificate

                                             By: _______________________________
                                                 Printed Name:
                                                 Title:

                       [Signature Page to Trust Agreement]


                                       34
<PAGE>

                                     ANNEX A

                              STANDARD DEFINITIONS


                                     Annex A
<PAGE>

                                    EXHIBIT A

                         FORM OF CERTIFICATE OF TRUST OF
                        BXG RECEIVABLES NOTE TRUST 2004-C

      This  Certificate  of Trust of BXG  Receivables  Note  Trust  2004-C  (the
"Trust"), dated November 2, 2004, is being duly executed and filed by Wilmington
Trust Company,  a Delaware  banking  corporation,  as Owner  Trustee,  to form a
statutory trust under the Delaware  Statutory Trust Act (12 Del. Code, ss. 3801,
et seq.).

      1. Name. The name of the trust formed hereby is BXG Receivables Note Trust
2004-C.

      2. Delaware Trustee. The name and business address of the Owner Trustee of
the Trust in the State of Delaware is Wilmington  Trust  Company,  Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

      IN WITNESS WHEREOF,  the undersigned,  being the sole Owner Trustee of the
Trust,  has  executed  this  Certificate  of Trust as of the  date  first  above
written.

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


                                   By:__________________________________________
                                       Printed Name:
                                       Title:


                                      A-1
<PAGE>

                                   EXHIBIT B-1

                            FORM OF TRUST CERTIFICATE

THIS TRUST  CERTIFICATE IS  SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE
EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

THIS TRUST  CERTIFICATE  DOES NOT  REPRESENT AN  OBLIGATION OF OR AN INTEREST IN
BLUEGREEN  RECEIVABLES  FINANCE  CORPORATION  IX,  BLUEGREEN  CORPORATION OR ANY
AFFILIATE THEREOF,  EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT.  THIS
TRUST  CERTIFICATE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE
CONDITIONS  SET FORTH IN SECTION 3.04 OF THE TRUST  AGREEMENT HAVE BEEN COMPLIED
WITH.

THIS CERTIFICATE IS TRANSFERABLE ONLY IN WHOLE AND NOT IN PART.

THIS  TRUST  CERTIFICATE  (OR  ITS  PREDECESSOR)  WAS  ORIGINALLY  ISSUED  IN  A
TRANSACTION  EXEMPT  FROM  REGISTRATION  UNDER  SECTION 5 OF THE  UNITED  STATES
SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT") OR ANY  APPLICABLE
STATE  SECURITIES LAWS, AND THIS TRUST  CERTIFICATE MAY NOT BE OFFERED,  SOLD OR
OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF SUCH  REGISTRATION  OR AN  APPLICABLE
EXEMPTION THEREFROM.

               BXG RECEIVABLES NOTE TRUST 2004-C TRUST CERTIFICATE

NO. 1

      THIS CERTIFIES THAT GSS HOLDINGS,  INC. is the registered owner of 100% of
the nonassessable, fully-paid, fractional undivided non-economic interest in the
BXG Receivables Note Trust 2004-C (the "Trust") formed by BLUEGREEN  RECEIVABLES
FINANCE CORPORATION IX, a Delaware corporation (the "Depositor").

      The trust was created pursuant to a Trust Agreement,  dated as of November
2, 2004 (as amended,  restated and/or supplemented from time to time, the "Trust
Agreement"), among the Depositor, and Wilmington Trust Company, as owner trustee
(the "Owner Trustee"), a summary of certain of the pertinent provisions of which
is set forth below. To the extent not otherwise defined herein,  the capitalized
terms used herein have the meanings assigned to them in (i) the Trust Agreement,
(ii) the Sale  Agreement,  dated as of December 1, 2004 (the "Sale  Agreement"),
among the Trust and the Depositor,  or (iii) Indenture,  dated as of December 1,
2004 (the  "Indenture"),  between BXG Receivables Note Trust 2004-C,  as Issuer,
Bluegreen  Corporation,  as Servicer,  Vacation  Trust,  Inc.,  as Club Trustee,
Branch Banking and Trust Company, as Agent, and U.S. Bank National  Association,
as Indenture Trustee.


                                     B-1-1
<PAGE>

      This Trust Certificate is the duly authorized Trust Certificate designated
as  "BXG   Receivables  Note  Trust  2004-C  Trust   Certificate"   (the  "Trust
Certificate"). Also issued under the Indenture are the Timeshare Loan-Backed VFN
Notes,  Series 2004-C (the "Notes").  This Trust Certificate is issued under and
is subject to the terms,  provisions and conditions of the Trust  Agreement,  to
which Trust Agreement the  Certificateholder of this Trust Certificate by virtue
of its  acceptance  hereof  assents  and by which  such  Holder  is  bound.  The
Certificateholder  of this Trust  Certificate  acknowledges  and agrees that its
rights to  receive  distributions  in  respect  of this  Trust  Certificate  are
subordinated  to the rights of the  Noteholders  to the extent  described in the
Indenture.

      It is the intent of the Servicer, the Depositor,  Owner Trustee, Indenture
Trustee and the  Certificateholder  that, for purposes of federal income,  state
and local income and single  business tax and any other income taxes,  the Trust
will be  disregarded  as a separate  entity  for  federal  income  tax  purposes
pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii). The Depositor and
any  Certificateholder,  by  acceptance of a Trust  Certificate,  agrees to such
treatment,  and to take no action inconsistent with such treatment of, the Trust
for federal income tax purposes.

      Each  Certificateholder,  by its  acceptance  of a  Trust  Certificate  or
beneficial  interest  in a Trust  Certificate,  covenants  and agrees  that such
Certificateholder  will  not at any  time  institute  against  the  Trust or the
Depositor,  or join in any  institution  against the Trust or the  Depositor 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  Trust
Certificate,  the Notes,  the Trust  Agreement  or any of the other  Transaction
Documents.

      Distributions  on this Trust  Certificate  will be made as provided in the
Trust  Agreement  by the Owner  Trustee or its Agent by wire  transfer  or check
mailed to the  Certificateholder  of record in the Certificate  Register without
the  presentation  or surrender of this Trust  Certificate  or the making of any
notation  hereon.  Except  as  otherwise  provided  in the Trust  Agreement  and
notwithstanding the above, the final distribution on this Trust Certificate will
be  made  after  due  notice  by the  Owner  Trustee  of the  pendency  of  such
distribution and only upon  presentation and surrender of this Trust Certificate
at the office or agency maintained for that purposes by the Owner Trustee in the
City of Wilmington, State of Delaware.

      Reference  is  hereby  made  to  the  further  provisions  of  this  Trust
Certificate set forth on the reverse hereof,  which further provisions shall for
all purposes have the same effect as if set forth at this place.

      Unless the certificate of  authentication  hereon shall have been executed
by an authorized officer of the Owner Trustee,  by manual signature,  this Trust
Certificate  shall not entitle the holder  hereof to any benefit under the Trust
Agreement or any other Transaction Document or be valid for any purpose.

      THIS TRUST  CERTIFICATE  SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE,  WITHOUT REFERENCE TO ITS


                                     B-1-2
<PAGE>

CONFLICT OF LAW  PROVISIONS,  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                     B-1-3
<PAGE>

                            [REVERSE OF CERTIFICATE]

      The Trust  Certificate does not represent an obligation of, or an interest
in the Depositor, the Servicer, the Originators,  the Seller, the Owner Trustee,
the Indenture Trustee or any of their respective  Affiliates and no recourse may
be had against such parties or their  assets,  except as expressly  set forth or
contemplated  herein  or  in  the  Trust  Agreement  or  the  other  Transaction
Documents.  In  addition,  this  Trust  Certificate  is  not  guaranteed  by any
governmental  agency or  instrumentality  and is  limited in right of payment to
certain  collections  and  recoveries  with respect to the  Timeshare  Loans and
certain other amounts, in each case as more specifically set forth herein and in
the  Indenture.  A copy of each of the Indenture and the Trust  Agreement may be
examined by any  Certificateholder  upon written  request during normal business
hours at the principal office of the Depositor and at such other places, if any,
designated by the Depositor.

      The Trust Agreement permits, with certain exceptions therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Depositor and the rights of the  Certificateholder  under the Trust Agreement at
any time by the  Depositor and the Owner Trustee with the consent of the Holders
representing at least 66-2/3% of the  Outstanding  Note Balance of each Class of
Notes. Any such consent shall be conclusive and binding on the Holder and on all
future Holders of this Trust  Certificate  and of any Trust  Certificate  issued
upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation  of such  consent  is made  upon  this  Trust  Certificate.  The  Trust
Agreement also permits the amendment thereof, in certain limited  circumstances,
without the consent of the  Certificateholder  of the Trust  Certificate  or any
Noteholder.

      As provided  in the Trust  Agreement  and  subject to certain  limitations
therein set forth, the transfer of this Trust Certificate is registerable in the
Certificate Register upon surrender of this Trust Certificate for resignation of
transfer at the offices or agencies of the Certificate  Registrar  maintained by
the Owner Trustee in Wilmington,  Delaware,  accompanied by a written instrument
of  transfer  in form  satisfactory  to the Owner  Trustee  and the  Certificate
Registrar,  executed by the Certificateholder hereof or such Certificateholder's
attorney  duly  authorized  in writing,  and  thereupon a new Trust  Certificate
evidencing  the same  aggregate  interest  in the  Trust  will be  issued to the
designated  transferee.  The initial  Certificate  Registrar appointed under the
Trust Agreement is the Owner Trustee.

      Except as  provided  in the Trust  Agreement,  the  Trust  Certificate  is
issuable only as a registered  Trust  Certificate  without  coupons.  No service
charge will be made for any registration of transfer of such Trust  Certificate,
but the Owner Trustee or the Certificate  Registrar may require payment of a sum
sufficient  to  cover  any tax or  governmental  charge  payable  in  connection
therewith.

      The Owner Trustee,  the Certificate  Registrar and any of their respective
agents may treat the Person in whose name this Trust  Certificate  is registered
as the  owner  hereof  for all  purposes,  and none of the  Owner  Trustee,  the
Certificate  Registrar  or any such agent shall be affected by any notice to the
contrary.


                                     B-1-4
<PAGE>

      The  obligations and  responsibilities  created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to  Certificateholder
of all  amounts  required  to be paid  to  such  holder  pursuant  to the  Trust
Agreement and the  Indenture and the  deposition of all property held as part of
the Trust  Estate.  The Servicer may at its option  purchase the Trust Estate at
the times and at the prices specified in the Indenture.

      The Trust  Certificate may not be acquired by a Benefit Plan. By accepting
and holding  this Trust  Certificate,  the  Certificateholder  hereof,  shall be
deemed to have  represented  and warranted  that it is not a Benefit Plan and is
not acquiring this Trust  Certificate or an interest  therein for the account of
such an entity.


                                     B-1-5
<PAGE>

      IN WITNESS WHEREOF,  the Owner Trustee,  on behalf of the Trust and not in
its individual capacity, has caused this Trust Certificate to be duly executed.

Dated:

                                    BXG RECEIVABLES NOTE TRUST 2004-C

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


                                    By: ________________________________________
                                        Authorized Signatory

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This the  Trust  Certificate  referred  to in the  within-mentioned  Trust
Agreement.

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


                                    By: ________________________________________
                                        Authorized Signatory


                                     B-1-6
<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)


________________________________________________________________________________
the within Trust  Certificate,  and all rights  thereunder,  hereby  irrevocably
constituting and appointing


________________________________________________________________________________
to transfer said Trust Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:____________

Signature Guaranteed:

________________________________________      __________________________________
NOTICE:  Signature(s) must be guaranteed      NOTICE:  The  signature  to  this
by an eligible guarantor institution.         assignment  must  correspond with
                                              the name of the registered  owner
                                              as it  appears on the face of the
                                              within Trust Certificate in every
                                              particular, without alteration or
                                              enlargement    or   any    change
                                              whatever.


                                     B-1-7
<PAGE>

                                   EXHIBIT B-2

                      FORM OF RESIDUAL INTEREST CERTIFICATE

THIS RESIDUAL  INTEREST  CERTIFICATE IS  SUBORDINATED IN RIGHT OF PAYMENT TO THE
NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

THIS  RESIDUAL  INTEREST  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR AN
INTEREST IN BLUEGREEN  RECEIVABLES FINANCE CORPORATION IX, BLUEGREEN CORPORATION
OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT.
THIS RESIDUAL INTEREST  CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE SOLD,  TRANSFERRED  OR
PLEDGED UNLESS THE  CONDITIONS SET FORTH IN SECTION 3.04 OF THE TRUST  AGREEMENT
HAVE BEEN COMPLIED WITH.

THIS CERTIFICATE IS TRANSFERRABLE ONLY IN WHOLE AND NOT IN PART.

THIS RESIDUAL INTEREST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A  TRANSACTION  EXEMPT FROM  REGISTRATION  UNDER  SECTION 5 OF THE UNITED STATES
SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT") OR ANY  APPLICABLE
STATE  SECURITIES  LAWS,  AND  THIS  RESIDUAL  INTEREST  CERTIFICATE  MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.

         BXG RECEIVABLES NOTE TRUST 2004-C RESIDUAL INTEREST CERTIFICATE

NO. 1

      THIS CERTIFIES THAT BLUEGREEN  RECEIVABLES  FINANCE  CORPORATION IX is the
registered  owner  of  100%  of  the  residual  economic  interest  in  the  BXG
Receivables  Note Trust 2004-C (the  "Trust")  formed by  BLUEGREEN  RECEIVABLES
FINANCE CORPORATION IX, a Delaware corporation (the "Depositor").

      The Trust was created pursuant to a Trust Agreement,  dated as of November
2, 2004 (as amended,  restated and/or supplemented from time to time, the "Trust
Agreement"), among the Depositor, and Wilmington Trust Company, as owner trustee
(the "Owner Trustee"), a summary of certain of the pertinent provisions of which
is set forth below. To the extent not otherwise defined herein,  the capitalized
terms used herein have the meanings assigned to them in (i) the Trust Agreement,
(ii) the Sale  Agreement,  dated as of December 1, 2004 (the "Sale  Agreement"),
among the Trust and the Depositor, or (iii) the Indenture,  dated as of December
1, 2004 (the "Indenture"),  between BXG Receivables Note Trust 2004-C, as Issuer
Bluegreen  Corporation,  as Servicer,  Vacation  Trust,  Inc.,  as Club Trustee,
Branch Banking and Trust Company, as Agent, and U.S. Bank National  Association,
as Indenture Trustee.


                                     B-2-1
<PAGE>

      This  Residual  Interest  Certificate  is  the  duly  authorized  Residual
Interest  Certificate  designated as "BXG Receivables Note Trust 2004-C Residual
Interest Certificate" (the "Residual Interest  Certificate").  Also issued under
the  Indenture  are the  Timeshare  Loan-Backed  VFN Notes,  Series  2004-C (the
"Notes").  This Residual Interest  Certificate is issued under and is subject to
the terms,  provisions  and  conditions of the Trust  Agreement,  to which Trust
Agreement the  Certificateholder of this Residual Interest Certificate by virtue
of its acceptance hereof assents and by which such  Certificateholder  is bound.
The holder of this Residual  Interest  Certificate  acknowledges and agrees that
its  rights to  receive  distributions  in  respect  of this  Residual  Interest
Certificate  are  subordinated  to the rights of the  Noteholders  to the extent
described in the Sale Agreement and the Indenture.

      It is the intent of the Servicer, the Depositor,  Owner Trustee, Indenture
Trustee and the  Certificateholder  that, for purposes of federal income,  state
and local income and single  business tax and any other income taxes,  the Trust
will be  disregarded  as a separate  entity  for  federal  income  tax  purposes
pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) and that all items
of income, deduction,  gain, loss or credit of the Trust will be treated as such
items of the Certificateholder.  The Depositor and any other  Certificateholder,
by acceptance of a Residual Interest Certificate,  agrees to such treatment, and
to take no action  inconsistent  with such  treatment  of, the Trust for federal
income tax purposes.

      Each   Certificateholder,   by  its  acceptance  of  a  Residual  Interest
Certificate or beneficial interest in a Residual Interest Certificate, covenants
and agrees that such  Certificateholder  will not at any time institute  against
the Trust or the Depositor,  or join in any institution against the Trust or the
Depositor 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
Residual  Interest  Certificate,  the Notes,  the Trust  Agreement or any of the
other Transaction Documents.

      Distributions  on  this  Residual  Interest  Certificate  will  be made as
provided  in the  Trust  Agreement  by the  Owner  Trustee  or its Agent by wire
transfer or check mailed to the  Certificateholder  of record in the Certificate
Registrar  without the  presentation  or  surrender  of this  Residual  Interest
Certificate or the making of any notation hereon.  Except as otherwise  provided
in the Trust Agreement and  notwithstanding the above, the final distribution on
this Residual  Interest  Certificate  will be made after due notice by the Owner
Trustee of the  pendency of such  distribution  and only upon  presentation  and
surrender  of  this  Residual  Interest  Certificate  at the  office  or  agency
maintained  for that  purpose by the Owner  Trustee  in the City of  Wilmington,
State of Delaware.

      Reference  is  hereby  made to the  further  provisions  of this  Residual
Interest  Certificate set forth on the reverse hereof,  which further provisions
shall for all purposes have the same effect as if set forth at this place.

      Unless the certificate of  authentication  hereon shall have been executed
by an  authorized  officer  of the  Owner  Trustee,  by manual  signature,  this
Residual Interest Certificate shall not entitle the holder hereof to any benefit
under the Trust Agreement or any other Transaction  Document or be valid for any
purpose.


                                     B-2-2
<PAGE>

      THIS RESIDUAL  INTEREST  CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT  REFERENCE  TO ITS  CONFLICT OF LAW
PROVISIONS,  AND THE OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                     B-2-3
<PAGE>

                            [REVERSE OF CERTIFICATE]

      The Residual Interest  Certificate does not represent an obligation of, or
an interest in the Depositor,  the Servicer,  the Originators,  the Seller,  the
Owner Trustee, the Indenture Trustee or any of the respective  Affiliates and no
recourse may be had against such  parties of their  assets,  except as expressly
set  forth  or  contemplated  herein  or in the  Trust  Agreement  or the  other
Transaction  Documents.  In addition,  this Residual Interest Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain  collections  and recoveries with respect to the Timeshare
Loans and certain other  amounts,  in each case as more  specifically  set forth
herein  and in the  Indenture.  A copy of each of the  Indenture  and the  Trust
Agreement may be examined by any  Certificateholder  upon written request during
normal business hours at the principal office of the Depositor and at such other
places, if any, designated by the Depositor.

      The Trust Agreement permits, with certain exceptions therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Depositor and the rights of the  Certificateholder  under the Trust Agreement at
any time by the  Depositor and the Owner Trustee with the consent of the Holders
representing at least 66-2/3% of the then Outstanding Note Balance of each Class
of Notes.  Any such consent shall be conclusive and binding on the Holder and on
all future  Holders of this Residual  Interest  Certificate  and of any Residual
Interest Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof,  whether or not notation of such consent is made upon this Residual
Interest Certificate. The Trust Agreement also permits the amendment thereof, in
certain limited  circumstances,  without the consent of the Certificateholder of
the Residual Interest Certificate or any Noteholder.

      As provided  in the Trust  Agreement  and  subject to certain  limitations
therein  set forth,  the  transfer  of this  Residual  Interest  Certificate  is
registerable  in the  Certificate  Register  upon  surrender  of  this  Residual
Interest  Certificate for registration of transfer at the offices or agencies of
the  Certificate  Registrar  maintained  by the  Owner  Trustee  in  Wilmington,
Delaware,  accompanied by a written  instrument of transfer in form satisfactory
to  the  Owner  Trustee  and  the   Certificate   Registrar,   executed  by  the
Certificateholder hereof or such Certificateholder's attorney duly authorized in
writing, and thereupon a new Residual Interest  Certificate  evidencing the same
aggregate interest in the Trust will be issued to the designated transferee. The
initial  Certificate  Registrar appointed under the Trust Agreement is the Owner
Trustee.

      Except  as  provided  in  the  Trust  Agreement,   the  Residual  Interest
Certificate  is issuable  only as a  registered  Residual  Interest  Certificate
without coupons. No service charge will be made for any registration of transfer
of such Residual Interest Certificate,  but the Owner Trustee or the Certificate
Registrar  may  require  payment  of a  sum  sufficient  to  cover  any  tax  or
governmental charge payable in connection therewith.

      The Owner Trustee,  the Certificate  Registrar and any of their respective
agents may treat the Person in whose name this Residual Interest  Certificate is
registered as the owner hereof for all purposes,  and none of the Owner Trustee,
the  Certificate  Registrar or any such agent shall be affected by any notice to
the contrary.


                                     B-2-4
<PAGE>

      The  obligations and  responsibilities  created by the Trust Agreement and
the Trust crated thereby shall  terminate upon the payment to  Certificateholder
of all  amounts  required  to be paid  to  such  holder  pursuant  to the  Trust
Agreement and the  Indenture and the  deposition of all property held as part of
the Trust  Estate.  The Servicer may at its option  purchase the Trust Estate at
the times and at the prices specified in the Indenture.

      The Residual  Interest  Certificate may not be acquired by a Benefit Plan.
By   accepting   and   holding   this   Residual   Interest   Certificate,   the
Certificateholder hereof, shall be deemed to have represented and warranted that
it is not a Benefit Plan and is not acquiring this Residual Interest Certificate
or an interest therein for the account of such an entity.


                                     B-2-5
<PAGE>

      IN WITNESS WHEREOF,  the Owner Trustee,  on behalf of the Trust and not in
its individual  capacity,  has caused this Residual  Interest  Certificate to be
duly executed.

Dated:

                                     BXG RECEIVABLES NOTE TRUST 2004-C

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


                                     By: __________________________________
                                         Authorized Signatory

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This the Residual Interest Certificate referred to in the within-mentioned
Trust Agreement.

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


                                     By: ________________________________
                                         Authorized Signatory


                                     B-2-6
<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)


________________________________________________________________________________
the within Residual  Interest  Certificate,  and all rights  thereunder,  hereby
irrevocably constituting and appointing

________________________________________________________________________________
to transfer said Residual  Interest  Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.

Dated:____________

Signature Guaranteed:


________________________________________      __________________________________
NOTICE:  Signature(s) must be guaranteed      NOTICE:  The  signature  to  this
 by an eligible guarantor institution.        assignment  must  correspond with
                                              the name of the registered  owner
                                              as it  appears on the face of the
                                              within     Residual      Interest
                                              Certificate in every  particular,
                                              without alteration or enlargement
                                              or any change whatever.


                                     B-2-7