<PAGE>
                                                                  EXHIBIT 10.128


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

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                  by and among

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

                               GSS HOLDINGS, INC.
                                    as Owner

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                            Dated as of July 8, 2004


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



<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

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

ARTICLE II. ORGANIZATION..........................................................................................2
      Section 2.01.        Name...................................................................................2
      Section 2.02.        Office.................................................................................2
      Section 2.03.        Purposes and Powers....................................................................2
      Section 2.04.        Appointment of Owner Trustee...........................................................3
      Section 2.05.        Capital Contribution of initial Trust Estate...........................................3
      Section 2.06.        Declaration of Trust...................................................................3
      Section 2.07.        Liability of Depositor.................................................................3
      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................................................................9
      Section 3.01.        Trust Certificate Ownership............................................................9
      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..........................11
      Section 3.08.        Registration of Transfer and Exchange of Residual Interest Certificate................12
      Section 3.09.        Mutilated, Destroyed, Lost or Stolen Certificates.....................................12
      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.....................................................13
      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


</TABLE>



                                     - i -
<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>                                                                                  <C>
      Section 4.02.        Action by Residual Interest Owner with Respect to Certain Matters.....................14
      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............................................................15
      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............................................................................16
      Section 5.06.        Signature on Returns; Tax Matters Partner.............................................16

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...............................................................17
      Section 6.04.        No Duties Except as Specified in this Agreement or in Instructions....................18
      Section 6.05.        No Action Except Under Specified Documents or Instructions............................19
      Section 6.06.        Restrictions..........................................................................19

ARTICLE VII. CONCERNING THE OWNER TRUSTEE........................................................................19
      Section 7.01.        Acceptance of Trusts and Duties.......................................................19
      Section 7.02.        Furnishing of Documents...............................................................20
      Section 7.03.        Representations and Warranties of the Trust Company...................................20
      Section 7.04.        Reliance; Advice of Counsel...........................................................21
      Section 7.05.        Not Acting in Individual Capacity.....................................................21
      Section 7.06.        Owner Trustee Not Liable for Trust Certificate, Residual Interest Certificate
                           Notes or Timeshare Loans..............................................................21
      Section 7.07.        Owner Trustee May Own Certificates and Notes..........................................22

ARTICLE VIII. COMPENSATION OF OWNER TRUSTEE......................................................................22
      Section 8.01.        Owner Trustee's Fees and Expenses.....................................................22
      Section 8.02.        Indemnification.......................................................................22
      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................................................24
      Section 10.01.       Eligibility Requirements for Owner Trustee............................................24
      Section 10.02.       Resignation or Removal of Owner Trustee...............................................24
      Section 10.03.       Successor Owner Trustee...............................................................25
      Section 10.04.       Merger or Consolidation of Owner Trustee..............................................25

</TABLE>



                                     - ii -
<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>                                                                                  <C>
      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...............................................28
      Section 11.03.       Limitations on Rights of Others.......................................................28
      Section 11.04.       Notices...............................................................................29
      Section 11.05.       Severability of Provisions............................................................30
      Section 11.06.       Counterparts..........................................................................30
      Section 11.07.       Successors and Assigns................................................................30
      Section 11.08.       No Petition...........................................................................30
      Section 11.09.       No Recourse...........................................................................31
      Section 11.10.       Headings..............................................................................31
      Section 11.11.       Governing Law.........................................................................31
      Section 11.12.       Trust Certificate Transfer Restrictions...............................................31
      Section 11.13.       Extraordinary Transactions............................................................31


EXHIBITS

Exhibit A        Form of Certificate of Trust..................................................................A-1
Exhibit B-1      Form of Trust Certificate.....................................................................B-1
Exhibit B-2      Form of Residual Interest Certificate.........................................................B-2

</TABLE>




                                    - iii -
<PAGE>

         This AMENDED AND RESTATED TRUST AGREEMENT dated as of July 8,, 2004
(this "AGREEMENT"), by and among BLUEGREEN RECEIVABLES FINANCE CORPORATION VIII,
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") amends and restates in its entirety that certain Trust
Agreement dated as of June 15, 2004, as amended by that certain Amendment No.1
to the Trust Agreement dated as of June 30, 2004, each by and among the parties
hereto.

         WHEREAS, in order to consummate the transactions contemplated by that
certain Indenture, dated as of June 15, 2004 (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
2004-B".

         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.




<PAGE>

                                  ARTICLE II.

                                  ORGANIZATION

         Section 2.01. NAME. The Trust created hereby shall be known as "BXG
Receivables Note Trust 2004-B" 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 Trust Estate
                           and the making of distributions to the Residual
                           Interest Owner and the Noteholders.




                                      B-2
<PAGE>

         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.

         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



                                      B-3
<PAGE>

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:

                  (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.




                                      B-4
<PAGE>

                  (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 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



                                      B-5
<PAGE>

                           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.

                  (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



                                      B-6
<PAGE>

                           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;

         (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;



                                      B-7
<PAGE>

         (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.

         (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



                                      B-8
<PAGE>

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.



                                  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



                                      B-9
<PAGE>

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 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.



                                      B-10
<PAGE>

         (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 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



                                      B-11
<PAGE>

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.

         (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



                                      B-12
<PAGE>

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 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



                                      B-13
<PAGE>

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:

         (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,



                                      B-14
<PAGE>

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, shall be entitled "CERTIFICATE DISTRIBUTION ACCOUNT, U.S. BANK
NATIONAL ASSOCIATION, AS TRUST PAYING AGENT, IN TRUST FOR THE BXG RECEIVABLES
NOTE TRUST 2004-B, 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.



                                      B-15
<PAGE>

         (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.

         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-16
<PAGE>

         (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 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,



                                      B-17
<PAGE>

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.

         (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



                                      B-18
<PAGE>

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.

                                  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



                                      B-19
<PAGE>

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 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



                                      B-20
<PAGE>

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.

         (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,




                                      B-21
<PAGE>

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.

                                  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



                                      B-22
<PAGE>

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 satisfaction of liabilities of the Trust as provided by
applicable law, any money or other property held as part of the Trust Estate
following such distribution shall be distributed to the Owner. The bankruptcy,
liquidation, dissolution, termination, death or incapacity of the Owner shall
not (x) operate to terminate this Agreement or annul, dissolve or terminate the
Trust, or (y) entitle the Owner's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Trust Estate or (z) otherwise
affect the rights, obligations and liabilities of the parties hereto.

         (b) Except as provided in Section 9.0l(a) 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.



                                      B-23
<PAGE>

         (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.



                                   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



                                      B-24
<PAGE>

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.

         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



                                      B-25
<PAGE>

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.

         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



                                      B-26
<PAGE>

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 hall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor co-trustee or separate trustee.

                                   ARTICLE XI.

                                  MISCELLANEOUS

         Section 11.01. SUPPLEMENTS AND AMENDMENTS. This Agreement may be
amended from time to time, by a written amendment duly executed and delivered by
the Owner, Residual Interest Owner and the Owner Trustee, with the written
consent of the Indenture Trustee, but without the consent of any of the
Noteholders, to cure any ambiguity, to correct or supplement any provisions in
this Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or modifying in
any manner the rights of the Noteholders; PROVIDED, HOWEVER, that such amendment
will not (i) as evidenced by an Opinion of Counsel addressed and delivered to
the Owner Trustee and the Indenture Trustee, materially and adversely affect the
interest of any Noteholder or the Owner or Residual Interest Owner or cause the
Trust to fail to be treated as a "qualified special purpose entity" as defined
in Financial Accounting Standards Board Statement No. 140 and (ii) as evidenced
by an Opinion of Counsel addressed and delivered to the Owner Trustee and the
Indenture Trustee, cause the Trust to be classified as an association (or a
publicly traded partnership) taxable as a corporation for federal income tax
purposes; provided, further, that Section 2.03 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



                                      B-27
<PAGE>

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.

         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




                                      B-28
<PAGE>

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:



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

If to the Depositor                    BLUEGREEN RECEIVABLES FINANCE
or Residual Interest Owner:            CORPORATION VIII
                                       4950 Communication Avenue, Suite 400
                                       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
                                       60 Livingston Avenue
                                       St. Paul, Minnesota  55107




                                      B-29
<PAGE>

                                        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

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



                                      B-30
<PAGE>

accepting the benefits of this Agreement, hereby covenant and agree that they
will not at any time institute against the Depositor or the Trust, or join in
any institution against the Depositor, or the Trust of, any bankruptcy
proceedings under any United Sates federal or state bankruptcy or similar law in
connection with any obligations relating to the Certificates, the Notes, this
Agreement or any of the other Transaction Documents.

         Section 11.09. NO RECOURSE. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificate represents
equity (in the case of the Trust Certificate) or residual economic (in the case
of the Residual Interest Certificate) interests in the Trust only and do not
represent interests in or obligations of the Depositor, the Servicer, the
Originators, the 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;



                                      B-31
<PAGE>

         (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 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]






                                      B-32
<PAGE>

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



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



                                        By: /S/ ALLAN J. HERZ
                                        Allan J. Herz
                                        Vice President and Assistant Secretary


                                        WILMINGTON TRUST COMPANY,
                                         as Owner Trustee



                                       By: /S/ W. CHRIS SPONENBERG
                                       Printed Name: W. Chris Sponenberg
                                       Title: Vice President





                                       GSS Holdings, Inc.,
                                         as Owner of the Trust Certificate



                                       By: /S/ BERNARD J. ANGELO
                                       Printed Name: Bernard J. Angelo
                                       Title:  Vice President







                       [Signature Page to Trust Agreement]



                                      B-33
<PAGE>
                                    EXHIBIT A


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


          This Certificate of Trust of BXG Receivables Note Trust 2004-B (the
"TRUST"), dated June 15, 2004, is being duly executed and filed by Wilmington
Trust Company, a Delaware banking corporation, as Owner Trustee, to form a
business trust under the Delaware Statutory Trust Act (12 Del. Code, ss. 3801,
ET SEQ.).

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

         2. DELAWARE TRUSTEE. The name and business address of the Owner Trustee
of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19801.

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

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


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






                                      A-1
<PAGE>
                                   EXHIBIT B-1


                            FORM OF TRUST CERTIFICATE

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

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

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

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

               BXG RECEIVABLES NOTE TRUST 2004-B TRUST CERTIFICATE


NO. 1

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

         The trust was created pursuant to a Trust Agreement, dated as of June
15, 2004 (as amended, restated and/or supplemented from time to time, the "TRUST
AGREEMENT"), among the Depositor, and Wilmington Trust Company, as owner trustee
(the "OWNER TRUSTEE"), a summary of certain of the pertinent provisions of which
is set forth below. To the extent not otherwise defined herein, the capitalized
terms used herein have the meanings assigned to them in (i) the Trust Agreement,
(ii) the Sale Agreement, dated as of June 15, 2004 (the "SALE AGREEMENT"), among
the Trust and the Depositor, or (iii) Indenture, dated as of June 15, 2004 (the
"INDENTURE"), between BXG Receivables Note Trust 2004-B, as Issuer, Bluegreen
Corporation, as Servicer, Vacation Trust, Inc., as Club Trustee and U.S. Bank
National Association, as Indenture Trustee.




                                     B-1-1
<PAGE>

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

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

         Each Certificateholder, by its acceptance of a Trust Certificate or
beneficial interest in a Trust Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Trust or the
Depositor, or join in any institution against the Trust or the Depositor any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Trust
Certificate, the Notes, the Trust Agreement or any of the other Transaction
Documents.

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

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

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

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



                                     B-1-2
<PAGE>


                            [REVERSE OF CERTIFICATE]

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

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

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

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

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




                                     B-1-3
<PAGE>

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

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





                                     B-1-4
<PAGE>

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

Dated:

                                       BXG RECEIVABLES NOTE TRUST 2004-B

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

                                       By:
                                           -------------------------------------
                                           Authorized Signatory



                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                       By:
                                           -------------------------------------
                                           Authorized Signatory





                                     B-1-5
<PAGE>
                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



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

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

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

Dated:____________

Signature Guaranteed:

<TABLE>
<CAPTION>

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


</TABLE>



                                     B-1-6
<PAGE>

                                   EXHIBIT B-2

                      FORM OF RESIDUAL INTEREST CERTIFICATE

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

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

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

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

         BXG RECEIVABLES NOTE TRUST 2004-B RESIDUAL INTEREST CERTIFICATE

NO. 1

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

         The Trust was created pursuant to a Trust Agreement, dated as of June
15, 2004 (as amended, restated and/or supplemented from time to time, the "TRUST
AGREEMENT"), among the Depositor, and Wilmington Trust Company, as owner trustee
(the "OWNER TRUSTEE"), a summary of certain of the pertinent provisions of which
is set forth below. To the extent not otherwise defined herein, the capitalized
terms used herein have the meanings assigned to them in (i) the Trust Agreement,
(ii) the Sale Agreement, dated as of June 15, 2004 (the "SALE AGREEMENT"), among
the Trust and the Depositor, or (iii) the Indenture, dated as of June 15, 2004
(the "INDENTURE"), between BXG Receivables Note Trust 2004-B, as Issuer
Bluegreen Corporation, as Servicer, Vacation Trust, Inc., as Club Trustee and
U.S. Bank National Association, as Indenture Trustee.




                                     B-2-1
<PAGE>

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

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

         Each Certificateholder, by its acceptance of a Residual Interest
Certificate or beneficial interest in a Residual Interest Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
the Trust or the Depositor, or join in any institution against the Trust or the
Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Residual Interest Certificate, the Notes, the Trust Agreement or any of the
other Transaction Documents.

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

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

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




                                     B-2-2
<PAGE>

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




                                     B-2-3
<PAGE>

                            [REVERSE OF CERTIFICATE]

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

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

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

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

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




                                     B-2-4
<PAGE>

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

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




                                     B-2-5
<PAGE>
         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Residual Interest Certificate to be
duly executed.

Dated:

                                       BXG RECEIVABLES NOTE TRUST 2004-B

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

                                       By:
                                           -------------------------------------
                                           Authorized Signatory



                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                       By:
                                           -------------------------------------
                                           Authorized Signatory





                                     B-2-6
<PAGE>
                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



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

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

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

Dated:____________

Signature Guaranteed:


<TABLE>
<CAPTION>

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

</TABLE>





                                     B-2-7