Exhibit 10.120

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                                 TRUST AGREEMENT

                                  by and among

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

                               GSS HOLDINGS, INC.
                                    as Owner

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                          Dated as of November 15, 2002

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                                TABLE OF CONTENTS

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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................................................4
      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 ..................10
      Section 3.05.       Residual Interest Certificate Ownership .....................................11
      Section 3.06.       The Residual Interest Certificate ...........................................11
      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 .............................................13
      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 ..................................................................14
      Section 4.01.       Prior Notice to Residual Interest Certificateholder with Respect to
                          Certain Matters .............................................................14
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      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 ................................................15
      Section 5.01.       Establishment of Certificate Distribution Account ...........................15
      Section 5.02.       Application of Trust Funds ..................................................16
      Section 5.03.       Method of Payment ...........................................................16
      Section 5.04.       No Segregation of Moneys; No Interest .......................................16
      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 ..............................................................17
      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 ................................................................19

 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 ................................22

 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 ..........................................................23
      Section 9.01.       Termination of Trust Agreement ..............................................23

  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
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      Section 10.05.      Appointment of Co-Trustee or Separate Trustee ...............................26

ARTICLE XI. MISCELLANEOUS .............................................................................27
      Section 11.01.      Supplements and Amendments ..................................................27
      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 .....................................................................29
      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 .................................................................31
      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
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      This TRUST AGREEMENT dated as of November 15, 2002 (this "Agreement"), by
and among BLUEGREEN RECEIVABLES FINANCE CORPORATION VI, 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, dated as of November 15, 2002 (the "Indenture"), 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
and U.S. Bank National Association, as indenture trustee, the Depositor, the
Residual Interest Owner and the Owner Trustee desire to, pursuant to the terms
of this Agreement, to create a trust known as "BXG Receivables Note Trust
2002-A".

      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.


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                                   ARTICLE II.

                                  ORGANIZATION

      Section 2.01. Name. The Trust created hereby shall be known as "BXG
Receivables Note Trust 2002-A" 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 the sale of the Notes, acquire the Trust Estate
            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 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; and

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


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

      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 this Section. 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 under
Section 1.01 hereof, 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 this Trust as set
forth in the introductory sentence of this Section.

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


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      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 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 3.12 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.

      Section 2.10. Representations and Warranties.

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


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      (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 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


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            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.

      (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.


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      (vi)  There are no proceedings or investigations pending, or to the
            Owner's best 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 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, Trust items of income, gain, loss and
deduction 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 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;


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      (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 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 and shall conspicuously
identify such office as its office.

      (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.


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<PAGE>

      (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 other than the
Trust (A) which beneficially owns, directly or indirectly, 10% or more of the
outstanding Owner, (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 of 1933 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, 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 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 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


                                       10
<PAGE>

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 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, 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


                                       11
<PAGE>

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 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.


                                       12
<PAGE>

      (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 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


                                       13
<PAGE>

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 Certificateholder 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.

                                  ARTICLE IV.

                            ACTIONS BY OWNER TRUSTEE

      Section 4.01. Prior Notice to Residual Interest Certificateholder 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 thirty (30) days before the taking of such
action the Owner Trustee shall have notified the Owner that such action will be
taken:


                                       14
<PAGE>

      (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 all 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, 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 Trust as set
forth in Section 2.03, 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,


                                       15
<PAGE>

shall be entitled "CERTIFICATE DISTRIBUTION ACCOUNT, U.S. BANK NATIONAL
ASSOCIATION, AS TRUST PAYING AGENT, IN TRUST FOR THE BXG RECEIVABLES NOTE TRUST
2002-A, 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 Certificateholder, 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 Certificateholder 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 Certificateholder,
such tax shall reduce the amount otherwise distributable to the Residual
Interest Certificateholder 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 Certificateholder shall be treated as cash distributed to such
Residual Interest Certificateholder 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) respecting the
final payment upon retirement of the Residual Interest Certificate,
distributions required to be made to the Residual Interest Certificateholder of
record on the related Record Date shall be made by check mailed to such Residual
Interest Certificateholder at the address of such Residual Interest
Certificateholder appearing in the Certificate Register.

      Section 5.04. No Segregation of Moneys; No Interest. Subject to Sections
5.01 and 5.02 above, 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 1 (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
Certificateholder.


                                       16
<PAGE>

      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 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 Certificateholder 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.

      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


                                       17
<PAGE>

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 Four 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 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 (10) 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.


                                       18
<PAGE>

      (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.

      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.

      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.


                                       19
<PAGE>

                                  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 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


                                       20
<PAGE>

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
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.


                                       21
<PAGE>

      (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 Seven, 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 Certificateholder 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 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.


                                       22
<PAGE>

                                  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, 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.

                                   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


                                       23
<PAGE>

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 9.01(a) above, 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 Certificateholder 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 (5) 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
Certificateholder. Upon presentation and surrender of the Residual Interest
Certificates, the Trust Paying Agent shall cause to be distributed to the
Residual Interest Certificateholder amounts distributable on such Payment Date
pursuant to Section 5.02 hereof.

      (d) In the event that the Residual Interest Certificateholder 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
Certificateholder 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 Certificateholder concerning surrender of its Residual
Interest Certificate, and the cost thereof shall 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.


                                       24
<PAGE>

                                   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, 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.

      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 above 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 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 below and payment of all fees and expenses
owed to the outgoing Owner Trustee.


                                       25
<PAGE>

      Section 10.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.02 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 (10) 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.

      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.


                                       26
<PAGE>

      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. 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 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 trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
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


                                       27
<PAGE>

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 of this
Agreement 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 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.


                                       28
<PAGE>

      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 Five and Nine
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.

      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 (1) 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:


                                       29
<PAGE>

If to the Servicer:                Bluegreen Corporation
                                   4960 Conference Way North, Suite 100
                                   Boca Raton, Florida 33431
                                   Attn: Allan Herz, Vice President
                                   Telephone: (561) 912-8210
                                   Telecopier: (561) 912-8123

If to the Depositor                Bluegreen Receivables Finance
or Residual Interest Owner:        Corporation VI
                                   4960 Conference Way North, Suite 100
                                   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 Backup Servicer:         Concord Servicing Corporation
                                   6560 North Scottsdale Road
                                   Suite G-100
                                   Scottsdale, Arizona 85253
                                   Attn: Fredrick G. Pink, Esq.
                                   Telephone: (480) 998-2002 x 1212
                                   Telecopier: (480) 951-8879

If to the Indenture Trustee:       U.S. Bank National Association
                                   180 East Fifth Street
                                   St. Paul, Minnesota 55101
                                   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 Rating Agencies:         Moody's Investors Service, Inc.
                                   99 Church Street
                                   New York, New York 10004
                                   Attention: Residential Mortgage
                                   Pass-Through Surveillance Group

                                   Standard & Poor's, a division of The
                                   McGraw-Hill Companies, Inc.
                                   55 Water Street, 41st Floor
                                   New York, New York 10041
                                   Attention: Structured Finance

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 States 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.

      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


                                       31
<PAGE>

Originators, the Sellers, 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
Sellers, 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 Trust 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;

      (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


                                       32
<PAGE>


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 of
this Agreement.

      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 Certificateholder 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 Certificateholder's consent to this Agreement.

                            [signature page follows]


                                       33
<PAGE>



      IN WITNESS WHEREOF, the parties hereto have caused this Trust 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 VI, as
                                        Depositor and Residual
                                        Interest Owner

                                        By:
                                           -------------------------------------
                                        Printed Name: Terry Jones
                                        Title: President

                                        WILMINGTON TRUST COMPANY,
                                        as Owner Trustee

                                        By: /s/ Jeanne M. Oller
                                           -------------------------------------
                                        Printed Name:  Jeanne M. Oller
                                                     ---------------------------
                                        Title: Financial Services Officer
                                              ----------------------------------

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

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

                      [Signature Page to Trust Agreement]

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Trust 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 VI, as
                                        Depositor and Residual
                                        Interest Owner

                                        By:
                                           -------------------------------------
                                        Printed Name: Terry Jones
                                        Title: President

                                        WILMINGTON TRUST COMPANY,
                                        as Owner Trustee

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

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

                                        By: /s/ Kevin P. Burns
                                           -------------------------------------
                                        Printed Name:  Kevin P. Burns
                                                     ---------------------------
                                        Title: Vice President
                                              ----------------------------------

                      [Signature Page to Trust Agreement]

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Trust 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 VI, as
                                        Depositor and Residual
                                        Interest Owner

                                        By: /s/ Terry Jones
                                           -------------------------------------
                                        Printed Name: Terry Jones
                                        Title: President

                                        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]