BLUEGREEN CORP
<DOCUMENT>
<TYPE>EX-10.114
<SEQUENCE>8
<FILENAME>ex10-114.txt
<TEXT>

                                                                  Execution Copy

                                                                  EXHIBIT 10.114
================================================================================

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                  by and among

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

                               GSS HOLDINGS, INC.
                                    as Owner

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                           Dated as of April 17, 2002

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

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page

<S>      <C>            <C>                                                                                      <C>
ARTICLE I. DEFINITIONS............................................................................................1
         Section 1.01.  Capitalized Terms.........................................................................1
         Section 1.02.  Other Definitional Provisions.............................................................3
         Section 1.03.  Usage of Terms............................................................................3
         Section 1.04.  Section References........................................................................4
         Section 1.05.  Accounting Terms..........................................................................4

ARTICLE II. ORGANIZATION..........................................................................................4
         Section 2.01.  Name......................................................................................4
         Section 2.02.  Office....................................................................................4
         Section 2.03.  Purposes and Powers.......................................................................4
         Section 2.04.  Appointment of Owner Trustee..............................................................5
         Section 2.05.  Capital Contribution of Owner Trust Estate................................................5
         Section 2.06.  Declaration of Trust......................................................................5
         Section 2.07.  Liability of Depositor....................................................................6
         Section 2.08.  Title to Trust Property...................................................................6
         Section 2.09.  Situs of Trust............................................................................6
         Section 2.10.  Representations and Warranties............................................................6
         Section 2.11.  Federal Income Tax Treatment..............................................................8
         Section 2.12.  Covenants of the Depositor and Owner......................................................9

ARTICLE III. CERTIFICATE AND TRANSFER OF INTERESTS...............................................................10
         Section 3.01.  Ownership................................................................................10
         Section 3.02.  The Trust Certificate....................................................................10
         Section 3.03.  Authentication and Delivery of Trust Certificate.........................................10
         Section 3.04.  Registration of Transfer and Exchange of Trust Certificate...............................11
         Section 3.05.  Ownership................................................................................12
         Section 3.06.  The Residual Interest Certificate........................................................12
         Section 3.07.  Authentication and Delivery of Residual Interest Certificate.............................12
         Section 3.08.  Registration of Transfer and Exchange of Residual Interest Certificate...................13
         Section 3.09.  Mutilated, Destroyed, Lost or Stolen Certificates........................................13
         Section 3.10.  Persons Deemed Owners....................................................................14
         Section 3.11.  Access to List of Certificateholder's Name and Addresses.................................14
         Section 3.12.  Maintenance of Office or Agency..........................................................14
         Section 3.13.  Appointment of Trust Paying Agent........................................................14
         Section 3.14.  Ownership by Owner of Trust Certificate..................................................15
         Section 3.15.  Ownership by Depositor of Residual Interest Certificate..................................15

ARTICLE IV. ACTIONS BY OWNER TRUSTEE.............................................................................15
         Section 4.01.  Prior Notice to Residual Interest Certificateholder with Respect to Certain Matter.......15
         Section 4.02.  Action by Residual Interest Owner with Respect to Certain Matters........................16
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<TABLE>

<S>      <C>            <C>                                                                                      <C>
         Section 4.03.  Action by Residual Interest Owner with Respect to Bankruptcy.............................16
         Section 4.04.  Restrictions on Residual Interest Owner's Power..........................................16

ARTICLE V. APPLICATION OF TRUST FUNDS; CERTAIN DUTIES............................................................16
         Section 5.01.  Establishment of Certificate Distribution Account........................................16
         Section 5.02.  Application of Trust Funds...............................................................16
         Section 5.03.  Method of Payment........................................................................17
         Section 5.04.  No Segregation of Moneys; No Interest....................................................17
         Section 5.05.  Accounting and Reports to the Certificateholder, the Internal Revenue Service and Others.17
         Section 5.06.  Signature on Returns; Tax Matters Partner................................................18

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

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

ARTICLE VIII.  COMPENSATION OF OWNER TRUSTEE.....................................................................23
       Section 8.01.  Owner Trustee's Fees and Expenses..........................................................23
       Section 8.02.  Indemnification............................................................................23
       Section 8.03.  Payments to the Owner Trustee..............................................................24

ARTICLE IX.  TERMINATION OF TRUST AGREEMENT......................................................................24
       Section 9.01.  Termination of Trust Agreement.............................................................24
       Section 9.02.  Dissolution upon Bankruptcy of Depositor or Withdrawal or Removal of Depositor.............25

ARTICLE X.  SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES...............................................25
       Section 10.01.  Eligibility Requirements for Owner Trustee................................................25
       Section 10.02.  Resignation or Removal of Owner Trustee...................................................26
       Section 10.03.  Successor Owner Trustee...................................................................26
       Section 10.04.  Merger or Consolidation of Owner Trustee..................................................27
       Section 10.05.  Appointment of Co-Trustee or Separate Trustee.............................................27
</TABLE>


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<PAGE>

<TABLE>

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

EXHIBITS

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


                                      -iii-
<PAGE>

     This AMENDED AND RESTATED TRUST AGREEMENT dated as of April 17, 2002, by
and among BLUEGREEN RECEIVABLES FINANCE CORPORATION V, 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, as owner trustee (the "Owner Trustee") amends and restates in its
entirety, the Trust Agreement, dated as of June 29, 2001 by and among the
parties hereto.

     WHEREAS, in connection herewith and with the provisions of the Sale and
Servicing Agreement, the Depositor is willing to convey the Assets;

     WHEREAS, in connection herewith and with the provisions of the Sale and
Servicing Agreement, 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, whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the following meanings::

     "Agreement" means this Trust Agreement, as the same may be amended and
supplemented from time to time.

     "Assets" shall have the meaning specified in the Sale and Servicing
Agreement.

     "Benefit Plan" means (i) an employee benefit plan (as such term is defined
in Section 3(3) of ERlSA) that is subject to the provisions of Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity
whose underlying assets include plan assets by reason of a plan's investment in
the entity.

     "Business Trust Statute" means Chapter 38 of Title 12 of the Delaware Code,
12 Del. Codess.3801 et.,seq., as the same may be amended from time to time.

     "Certificate" or "Certificates" means the Residual Interest Certificate and
the Trust Certificate.

     "Certificate Distribution Account" shall have the meaning assigned to such
term in Section 5.01.


<PAGE>

     "Certificate of Trust" means the Certificate of Trust filed for the Trust
pursuant to Section 3810(a) of the Business Trust Statute, substantially in the
form of Exhibit A hereto.

     "Certificate Register" and "Certificate Registrar" mean the register
maintained and the registrar (or any successor thereto) appointed pursuant to
Section 3.04.

     "Certificateholder" or "Holder" means with respect to the Trust Certificate
the Person in whose name the Trust Certificate is registered in the Certificate
Register, and with respect to the Residual Interest Certificate, the person in
whose name the Residual Interest Certificate is registered in the Certificate
Register.

     "Closing Date" means June 29, 2001.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "ERISA" means the Employment Retirement Income Security Act of 1974, as
amended.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Expenses" shall have the meaning assigned to such term in Section 8.02.

     "Foreign Person" means any Person other than (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity organized in
or under the laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source, or (iv) a trust whose administration is subject to the
primary supervision of a court within the United States and which has one or
more U.S. fiduciaries who have authority to control all substantial decisions of
the Trust.

     "Indemnified Parties" shall have the meaning assigned to such term in
Section 8.02

     "Owner" means the holder of the Trust Certificate.

     "Owner Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as owner trustee under
this Agreement, and any successor Owner Trustee hereunder.

     "Owner Trustee Corporate Trust Office" means the office of the Owner
Trustee at which its corporate trust business shall be administered, which
initially shall be 1100 North Market Street, Wilmington, Delaware 19890, Attn:
Corporate Trust Administration, or such other office at such other address as
the Owner Trustee may designate from time to time by notice to the
Certificateholder, the Servicer, the Indenture Trustee, the Depositor and the
Agent.

     "Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof) unincorporated organization or government or any agency or political
subdivision thereof.

     "Residual Interest Owner" means the holder of the Residual Interest
Certificate.


                                      -2-
<PAGE>

     "Residual Interest Certificate" means the residual interest certificate
substantially in the form of Exhibit B-2 hereto, evidencing the economics, but
not equity interest in the Trust which economic interest shall be subordinate to
the rights of the Holders of the Notes in accordance with the terms of the
Operative Documents.

     "Sale and Servicing Agreement" means the Amended and Restated Sale and
Servicing Agreement, dated as of the date hereof, among the Trust, the
Depositor, Bluegreen Corporation, as Seller and as Servicer, Concord Servicing
Corporation, as Backup Servicer, Vacation Trust, Inc., as Club Trustee, and U.S.
Bank National Association (formerly known as U.S. Bank Trust National
Association), as Indenture Trustee and Custodian, as the same may be amended or
supplemented from time to time.

     "Secretary of State" means the Secretary of State of the State of Delaware.

     "Tax Matters Partner" shall have the meaning provided in Section 5.06(b)
hereof.

     "Treasury Regulations " means regulations, including proposed or temporary
regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

     "Trust" means the trust established by this Agreement.

     "Trust Certificate" means the trust certificate evidencing the beneficial
equity interest of an Owner in the Trust, substantially in the form of Exhibit
B-1 hereto.

     "Trust Paying Agent" shall mean any Trust Paying Agent or co-Trust Paying
Agent or appointed pursuant to Section 3.10 and authorized by the Issuer to make
payments to and distributions from the Certificate Distribution Account,
including payment of principal of or interest on the Certificates on behalf of
the Issuer.

     "Trust Estate" means all right, title and interest of the Trust in and to
the property and rights assigned to the Trust pursuant to Article Two of the
Sale and Servicing Agreement, all funds on deposit from time to time in the
Certificate Distribution Account and all other property of the Trust from time
to time, including any rights of the Owner Trustee and the Trust all pursuant
the terms and conditions of the Sale and Servicing Agreement.

     Section 1.02. Other Definitional Provisions. Capitalized terms used that
are not otherwise defined herein shall have the meanings ascribed thereto in the
Sale and Servicing Agreement.

     Section 1.03. 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


                                      -3-
<PAGE>

to Persons include their permitted successors and assigns; and the term
"including" means "including without limitation".

     Section 1.04. Section References. All section references, unless otherwise
indicated, shall be to Sections in this Agreement.

     Section 1.05. 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.

                                  ARTICLE II.

                                  ORGANIZATION

     Section 2.01. Name. The Trust created hereby shall be known as "BXG
Receivables Note Trust 2001-A", in which name the Owner Trustee may conduct the
activities 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 sole purpose of the Trust is, and the Trust shall have the
power and authority, to manage the Trust Estate and collect and disburse the
periodic income therefrom for the use and benefit of the Residual Interest
Owner, and in furtherance of such purpose to engage in the following ministerial
activities:

              (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 and Servicing
Agreement;

              (iii) to assign, grant, transfer, pledge, mortgage and convey the
Assets and other 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 and the Sale and Servicing
Agreement;

              (v) to enter into and perform its obligations under the Operative
Documents to which it is to be a party;


                                      -4-
<PAGE>

              (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 Operative 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.

     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, or otherwise vary the assets held by the Trust. Similarly, the
Owner Trustee shall have no discretionary duties other than performing those
ministerial 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 Owner Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth herein, and the Owner Trustee
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 and Servicing 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
Operative Documents. It is the intention of the parties that the Owner, as
holder of the Trust Certificate, be the sole equity owner of the Trust. It is
the intention of the parties hereto that the Residual Interest Owner have solely
an economic, but not an entity 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 business trust under the Business Trust Statute and
that this Agreement constitutes the governing instrument of such business 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


                                      -5-
<PAGE>

Business 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.

     Section 2.07. Liability of Depositor.

          (a) Pursuant to Section 3803(a) of the Business 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
Depositor nor 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 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.

          (b) The Owner, solely by virtue of its being the Holder 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.

     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.


                                      -6-
<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 Operative 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 best 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 Operative 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 Operative 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 Operative Documents or the Residual Interest
Certificate or (D) involving the Depositor and which might adversely affect the
federal income tax or other federal, state or local tax attributes of the
Residual Interest Certificate.

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


                                      -7-
<PAGE>

               (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 Operative 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 Operative 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
Operative 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
Operative 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 constitutes the sole equity interest in
the Trust and must at all times be held by either the Owner or its transferee as
sole owner. The Residual Interest Certificate constitutes the entire residual


                                      -8-
<PAGE>

economic interest in the Trust (after payments to the Noteholders in accordance
with the terms of the Operative 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 the Servicer, or make any distribution
on or in respect of its capital stock to the Servicer, or repay the principal
amount of any indebtedness of the Depositor held by the Servicer, unless after
giving effect to such payment, distribution or repayment, the Depositor's liquid
assets shall not be less than the amount of actual damages claimed in such
litigation;

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

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

          (d) it shall obtain from each other party to each Operative 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) 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;


                                      -9-
<PAGE>

          (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.

                                  ARTICLE III.

                      CERTIFICATE AND TRANSFER OF INTERESTS

     Section 3.01. Ownership.

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

          (b) No transfer of the Trust Certificate shall be made unless such
transfer is made in a transaction which does not require registration or
qualification under the Securities Act of 1933 or qualification under any state
securities or "Blue Sky" laws. Neither the Owner Trustee nor the Certificate
Registrar shall effect the registration of any transfer of the Trust Certificate
unless, (i) prior to such transfer the Owner Trustee shall have received a Tax
Opinion, and (ii) following such transfer, there would be no more than one
holder of the Trust Certificate, and the holder of the Trust Certificate would
not be a Foreign Person, a partnership, Subchapter S corporation or grantor
trust.

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

     Section 3.03. Authentication and Delivery of Trust Certificate. The Owner
Trustee shall cause to be authenticated and delivered upon the order of the
Depositor, in exchange for the


                                      -10-
<PAGE>

Receivables and the other assets constituting the Trust Estate, simultaneously
with the sale, assignment and transfer to the Trust of the Receivables and other
Trust Assets, and the constructive delivery to the Owner Trustee of the
Receivables Documents and the other Trust Assets, a Trust Certificate duly
authenticated by the Owner Trustee, evidencing the entire ownership of the
Trust, and Notes issued by the Trust and authenticated by the Indenture Trustee
in aggregate principal amounts not to exceed $125,000,000. 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.

          (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 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 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.


                                      -11-
<PAGE>

     Section 3.05. Ownership.

          (a) Upon the formation of the Trust by the contribution by the
Depositor pursuant to Section 2.05 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, simultaneously with the sale,
assignment and transfer to the Trust of the Receivables and other Trust Assets,
and the constructive delivery to the Owner Trustee of the Receivables Documents
and the other Trust Assets, a Residual Interest Certificate duly authenticated
by the Owner Trustee, evidencing the entire residual economic (but no equity
ownership) of the Trust, and Notes issued by the Trust and authenticated by the
Indenture Trustee in aggregate principal amounts not to exceed $125,000,000. No
Residual Interest Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Residual
Interest Certificate a certificate of authentication substantially in the form
set forth in the form of Residual Interest Certificate attached hereto as
Exhibit B-2, executed by the Owner Trustee or its authenticating agent, by
manual signature, and such certificate upon any Residual Interest Certificate
shall be conclusive evidence, and the only evidence, that such Residual Interest
Certificate has been duly authenticated and delivered hereunder. Upon issuance,
authorization and delivery pursuant to the terms hereof, the Residual Interest
Certificate will be entitled to the benefits of this Agreement.


                                      -12-
<PAGE>

     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 fractional undivided
interest, in connection with the issuance or any new Certificate under this
Section, the Owner Trustee may require the payment by the Holder 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
shall constitute complete and indefeasible evidence of


                                      -13-
<PAGE>

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 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) 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). The Owner Trustee
shall cause such successor Trust Paying Agent or any additional Trust Paying
Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee
an instrument in which such Successor Trust Paying Agent or additional Trust
Paying Agent shall agree with the Owner Trustee that, as Trust Paying Agent,
such successor Trust Paying Agent or additional Trust Paying Agent will hold all
sums, if any, held by it for payment to the Certificateholder in trust for the
benefit of the Certificateholder entitled thereto until such sums shall be paid
to such


                                      -14-
<PAGE>

Certificateholder. 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 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 Matter. Subject to the provisions and limitations of Section
4.04 with respect to the following matters, the Owner Trustee shall not take
action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Residual Interest Certificateholder in writing
of the proposed action, the Indenture Trustee shall have consented to such
action in the event any Notes are outstanding and the Residual Interest
Certificateholder shall not have notified the Owner Trustee in writing prior to
the 30th day after such notice is given that such Certificateholder has withheld
consent or provided alternative direction:

          (a) the initiation of any claim or lawsuit by the Trust (except claims
or lawsuits brought in connection with the collection of the Receivables) and
the compromise of all action, claim or lawsuit brought by or against the Trust
(except with respect to the aforementioned claims or lawsuits for collection of
the Receivables);

          (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 Business Trust
Statute);

          (c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

          (d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially and adversely affects the interest of the Residual Interest
Owner; or

          (e) 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 the Agreement, as applicable.


                                      -15-
<PAGE>

     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 direction of the Residual
Interest Owner, to (a) remove the Servicer pursuant to the Sale and Servicing
Agreement, (b) except as expressly provided in the Operative Documents, sell the
Receivables or other Trust Assets after the termination of the Indenture, (c)
initiate any claim, suit or proceeding by the Trust or compromise any claim,
suit or proceeding brought by or against the Trust, (d) authorize the merger or
consolidation of the Trust with or into any other business trust or entity
(other than in accordance with Section 3.10 of the Indenture) or (e) 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), 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 Operative
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 ASSET BACKED RESIDUAL
INTEREST CERTIFICATE, SERIES 2001-A." Funds shall be deposited in the
Certificate Distribution Account as required by the Indenture, or following
satisfaction or release of the Indenture, by the Sale and Servicing Agreement.

     Section 5.02. Application of Trust Funds.

          (a) On each Payment Date, the Trust Paying Agent shall distribute to
the Residual Interest Certificateholder, pro rata, from amounts on deposit in
the Certificate Distribution Account the amounts deposited therein pursuant to
Section 3.2 of the Sale and Servicing Agreement with respect to such Payment
Date.


                                      -16-
<PAGE>

          (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 Article III of the Sale and Servicing
Agreement with respect to such Payment Date.

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

     Section 5.03. Method of Payment. Subject to Section 9.01(c) respecting the
final payment upon retirement of the Residual Interest Certificate,
distributions required to be made to the Residual Interest Certificateholder of
record on the related Record Date shall be made by check mailed to such Residual
Interest Certificateholder at the address of such Residual Interest
Certificateholder appearing in the Certificate Register.

     Section 5.04. No Segregation of Moneys; No Interest. Subject to Sections
5.01 and 5.02, moneys received by the Trust Paying Agent hereunder and deposited
into the Certificate Distribution Account will be segregated except to the
extent required otherwise by law and shall be invested in Eligible Investments
maturing no later than one Business Day prior to the related Payment Date at the
direction of the Depositor (with the consent of the Seller). 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, (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) 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 Receivables. If applicable,


                                      -17-
<PAGE>

the Owner Trustee shall not make the election provided under Section 754 or
Section 761 of the Code.

     Section 5.06. Signature on Returns; Tax Matters Partner.

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

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

                                  ARTICLE VI.

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

     Section 6.01. General Authority. Subject to the provisions and limitations
of Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to
execute and deliver the Operative 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 Operative 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 Operative Documents.

     Section 6.02. General Duties. Subject to the provisions and limitations of
Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to discharge
all of its responsibilities pursuant to the terms of this Agreement and the
Operative 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
Operative Documents and in accordance with the provisions of this Agreement.
Without limiting the foregoing, the Owner Trustee shall on behalf of the Trust
file and prove any claim or claims that may exist against the Seller in
connection with any claims paying procedure as part of an insolvency or
receivership proceeding involving the Seller.

     Section 6.03. Action Upon Instruction.

          (a) Subject to Article Four, in accordance with the terms of the
Operative 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 Operative 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 Operative 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 Operative Document, the Owner Trustee shall promptly give notice (in
such form as shall be


                                      -18-
<PAGE>

appropriate under the circumstances) to the Owner and the Residual Interest
Owner requesting instruction as to the course of action to be adopted, and to
the extent the Owner Trustee acts in good faith in accordance with any written
instruction of the Owner and the Residual Interest Owner received, the Owner
Trustee shall not be liable on account of such action to any Person. If the
Owner Trustee shall not have received appropriate instruction within ten days of
such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement and the other Operative 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 Operative 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 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
Operative 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)-(iii) 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


                                      -19-
<PAGE>

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; and no implied duties or obligations shall be
read into this Agreement or any other Operative Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to prepare or file any Commission filing for the Trust or to
record this Agreement or any other Operative 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 Operative Documents and (iii) in
accordance with any document or instruction delivered to the Owner Trustee
pursuant to Section 6.03.

     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 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 Operative Documents and this
Agreement. The Owner Trustee shall not be answerable or accountable hereunder or
under any other Operative 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 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
gross negligence on the part of such responsible officer;


                                      -20-
<PAGE>

          (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 Operative Document
shall require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers hereunder
or under any Operative 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 Operative 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 Operative 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
Operative 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 Operative 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
Operative 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 Operative Documents.

     Section 7.03. Representations and Warranties of the Owner Trustee. The
Owner Trustee 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.


                                      -21-
<PAGE>

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

          (c) Neither the execution nor the delivery by it of this Agreement,
nor the consummation by it of the transactions contemplated hereby nor
compliance by it with any of the terms or provisions hereof will contravene any
federal or Delaware law, governmental rule or regulation governing the banking
or trust powers of the Owner Trustee 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 Owner Trustee individually which are unrelated to this
Agreement or the other Operative 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
Operative 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 Operative 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 Receivables. The recitals contained herein and in
the Trust Certificate and


                                      -22-
<PAGE>

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 Operative 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 Receivable or
related documents, The Owner Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Receivable, or the perfection and priority of any security interest in any
security relating to a Receivable 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
Receivable; the existence and enforceability of any insurance thereon; the
existence and contents of any Receivable on any computer or other record
thereof; the validity of the assignment of any Receivable to the Trust or of any
intervening assignment; the completeness of any receivable; the performance or
enforcement of any Receivable; the compliance by the Depositor or the Servicer
with any warranty or representation made under any Operative 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 3.2 of the Sale and Servicing Agreement.
Additionally, the Owner Trustee shall be entitled to be reimbursed by the
Depositor or Service 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.

     Section 8.02. Indemnification. The Depositor shall be liable as primary
obligor for, and shall indemnify the Owner Trustee 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


                                      -23-
<PAGE>

other Operative 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 any of the
matters described in the third sentence of Section 7.0. The indemnities
contained in this Section shall survive the resignation or termination of the
Owner Trustee or the termination of this Agreement. In the event of any claim,
action or proceeding for which indemnity will be sought pursuant to this
Section, the Owner Trustee's choice of legal counsel shall be subject to the
approval of the Depositor, which approval shall not be unreasonably withheld.

     Section 8.03. Payments to the Owner Trustee. Any amounts paid to the Owner
Trustee pursuant to this Article 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) This Trust shall dissolve upon the earlier of (i) final
distribution by the Owner Trustee of all moneys or other property or proceeds of
the Trust Estate in accordance with the terms of the Indenture, the Sale and
Servicing Agreement and Article Five, (ii) the expiration of 21 years from the
death of the survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James's, living on the date
hereof and (iii) the time provided in Section 9.02. The bankruptcy, liquidation,
dissolution, death or incapacity of any Owner, other than the Depositor as
described in Section 9.02, shall not (i) operate to terminate this Agreement or
the Trust, (ii) entitle such 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 (iii) otherwise
affect the rights, obligations and liabilities of the parties hereto.

          (b) Except as provided in Section 9.0l(a), neither the Depositor nor
any Holder 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 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


                                      -24-
<PAGE>

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.

          (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 Business 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 Business Trust Statute at which time the Trust shall
terminate.

     Section 9.02. Dissolution upon Bankruptcy of Depositor or Withdrawal or
Removal of Depositor. In the event that an Insolvency Event shall occur with
respect to the Depositor or the Depositor shall withdraw, liquidate or be
removed from the Trust, this Agreement shall be terminated in accordance with
Section 9.01 ninety (90) days after the date of such event. Promptly after the
occurrence of any Insolvency Event with respect to the Depositor, the Depositor
shall give the Indenture Trustee, Owner Trustee and Agent written notice
thereof, and the Indenture Trustee shall give prompt written notice to the
Noteholders thereof. Upon a termination pursuant to this Section, the Owner
Trustee shall direct the Indenture Trustee promptly to sell the Trust Assets in
a commercially reasonable manner and on commercially reasonable terms. The
proceeds of such a sale of the Trust Estate shall be treated as Collections
under the Sale and Servicing Agreement.

                                   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 Business 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


                                      -25-
<PAGE>

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 Seller and
the Indenture Trustee. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor Owner Trustee, which successor shall be an
Eligible Owner Trustee, by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee and one copy to the
successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and shall have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Owner Trustee may petition any court
of competent jurisdiction for the appointment of a successor Owner Trustee which
shall be an Eligible Owner Trustee.

     If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 10.01 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 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 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


                                      -26-
<PAGE>

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.

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

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

     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 and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 10.03.

     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


                                      -27-
<PAGE>

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 or omission of any other trustee under this Agreement;
and

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

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

     Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts 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.

          (a) The Agreement may be amended by the Depositor, and the owner
Trustee, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or to add any other provisions with respect to
matters or questions arising under this Agreement that shall not be inconsistent
with the provisions of this Agreement; provided, however, that any such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder or the Certificateholders.

          (b) This Agreement may also be amended from time to time by the
Depositor, and the Owner Trustee, with the consent of the Note Majority, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, or of modifying in any manner the rights of
the Noteholders or the Certificateholders; provided, however, that no such
amendment shall increase or reduce in any manner the amount of, or


                                      -28-
<PAGE>

accelerate or delay the timing of, (i) collections of payments on Receivables or
distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholder, or (ii) eliminate the Certificateholders'
consent or reduce the aforesaid percentage of the Outstanding Amount of the
Notes required to consent to any such amendment, without the consent of the
Holders of all outstanding Notes and the Residual Interest Certificate.

          (c) 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.

          (d) Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder. It shall not be necessary for
the consent of the Certificateholders, Noteholders or the Indenture Trustee
pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents (and any other
consents of the Certificateholders provided for in this Agreement or in any
other Operative Document) and of evidencing the authorization of the execution
thereof by the Certificateholders shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.

          (e) 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.

          (f) Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The Owner Trustee may, but shall not
be obligated to, enter into any such amendment that affects the Owner Trustee's
own rights, duties or immunities 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. 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,
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), whether express or implied,
shall be construed to give to any other Person any legal or equitable right,
remedy or claim in the Trust Estate or under or in respect of this Agreement or
any covenants, conditions or provisions contained herein.


                                      -29-
<PAGE>

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

If to the Servicer:              Bluegreen Corporation
                                 4960 Conference Way North, Suite 100
                                 Boca Raton, Florida  33431
                                 Attn:  John F. Chiste
                                 Telephone No.:  (561) 912-8010
                                 Telecopy:  (561) 912-8123

If to the Depositor              Bluegreen Receivables Finance Corporation V
or Residual Interest Owner:      4960 Conference Way North, Suite 100
                                 Boca Raton, Florida  33431
                                 Attn:  John F. Chiste
                                 Telephone No.:  (561) 912-8010
                                 Telecopy:  (561) 912-8123

If to the Owner Trustee:         Wilmington Trust Company
                                 Rodney Square North
                                 1100 North Market Street
                                 Wilmington, Delaware  19890-0001
                                 Attention: Corporate Trust Administration
                                 Telecopier No.: (302) 651-8882

If to the Agent:                 ING Capital LLC
                                 1325 Avenue of the Americas
                                 New York, New York 10019
                                 Attn:  Michelle LoVuolo
                                 Facsimile:   (646) 424-6251

If to the Backup Servicer:       Concord Servicing Corporation
                                 6560 North Scottsdale Road
                                 Suite G-100
                                 Scottsdale, Arizona  85253
                                 Attn:  Fredrick G. Pink, Esq.
                                 Fax No.:  (480) 951-8879

If to the Indenture Trustee:     U.S. Bank National Association
                                 180 East Fifth Street

                                      -30-
<PAGE>

                                 St. Paul, Minnesota  55101
                                 Attn:  Structured Finance
                                 Fax No.: (651) 244-0089
                                 Tel. No.: (651) 244-0011

If to the Owner:                 GSS Holdings, Inc.
                                 114 West 47th Street
                                 Suite 1715
                                 New York, New York  10036
                                 Attn:  Kevin P. Burns
                                 Fax No.:  (212) 302-8767

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 Holders thereof.

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

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

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

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


                                      -31-
<PAGE>

Seller, the Agent, 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 Operative Documents. The Owner by accepting the
Trust Certificate (i) 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 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 Operative Documents and (ii) enters into the undertakings and agreements
provided for such Certificateholders set forth in Section 8.14 of the Sale and
Servicing Agreement.

     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 Holder 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 Holder thereof shall be deemed to have
represented and warranted that it is not a Benefit Plan.

                            [signature page follows]


                                      -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 V, as Depositor and
                                 Residual Interest Owner

                                 By: /s/ Allan J. Herz
                                     -------------------------------------------
                                     Printed Name:  Allan J. Herz
                                                  ------------------------------
                                     Title:   President, Secretary
                                            ------------------------------------

                                 WILMINGTON TRUST COMPANY,
                                   as Owner Trustee

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

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

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


                                      -33-
<PAGE>

                                    EXHIBIT A

                         FORM OF CERTIFICATE OF TRUST OF
                        BXG RECEIVABLES NOTE TRUST 2001-A

          This Certificate of Trust of BXG Receivables Note Trust 2001-A (the
"Trust"), dated June 29, 2001, 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 Business Trust Act (12 Del. Code, ss. 3801, et
seq.).

     1. Name. The name of the business trust formed hereby is BXG Receivables
Note Trust 2001-A.

     2. Delaware Trustee. The name and business address of the Owner Trustee of
the Trust in the State of Delaware is [name], [street], Wilmington, Delaware
19890.

     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 SALE AND SERVICING AGREEMENT AND INDENTURE REFERRED TO
HEREIN.

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN
BLUEGREEN RECEIVABLES FINANCE CORPORATION V, 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 2001-A TRUST CERTIFICATE

NO. 1

     THIS CERTIFIES THAT [____________________________________] is the
registered owner of 100% of the nonassessable, fully-paid, fractional undivided
equity interests in the BXG Receivables Note Trust 2001-A (the "Trust") formed
by Bluegreen Receivables Finance Corporation V, a Delaware corporation (the
"Depositor").

     The trust was created pursuant to a Trust Agreement, dated as of June 29,
2001 (as amended, restated and/or supplemented from time to time, the "Trust
Agreement"), among Bluegreen Receivables Finance Corporation V, as Depositor
(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 Amended and Restated Sale and Servicing Agreement, dated as of April 17,
2002 (the "Sale and Servicing Agreement"), among the Trust, Bluegreen
Receivables Finance Corporation V, as depositor (the "Depositor"), Bluegreen
Corporation, as Servicer (in such capacity, the "Servicer"), Concord Servicing
Corporation, as Backup Servicer, Vacation Trust, Inc., as Club Trustee, and U.S.
Bank National Association (formerly known as U.S. Bank Trust National


                                       B-2
<PAGE>

Association), as Indenture Trustee (the "Indenture Trustee") and Custodian (the
"Custodian") or (iii) the Amended and Restated Indenture, dated as of April 17,
2002 (the "Indenture"), between the Trust and Indenture Trustee.

     This Trust Certificate is the duly authorized Trust Certificate designated
as "BXG Receivables Note Trust 2001-A Certificate" (the "Trust Certificate").
Also issued under the Indenture are the Asset-Backed Notes, Series 2001-A (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
Holder of this Trust Certificate by virtue of its acceptance hereof assents and
by which such Holder is bound. The Holder 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 Sale and Servicing 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). The Depositor and
any Certificateholder, by acceptance of a Trust Certificate, agrees to treat ,
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 Operative
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 Certicateholder 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 Operative Document or be valid for any purpose.


                                      B-3
<PAGE>

     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-4
<PAGE>

                            [REVERSE OF CERTIFICATE]

     The Trust Certificate does not represent an obligation of, or an interest
in the Depositor, the Servicer, 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 Operative 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 Receivables and certain other amounts, in each case as more
specifically set forth herein and in the Sale and Servicing Agreement. A copy of
each of the Sale and Servicing Agreement 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 majority
of the outstanding principal balance of the 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 Holder 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 Holder hereof or such Holder'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.

     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


                                      B-5
<PAGE>

to such holder pursuant to the Trust Agreement and the Sale and Servicing
Agreement and the deposition of all property held as part of the Trust Estate.
The Depositor may at its option purchase the Trust Estate at the times and at
the prices specified in the Sale and Servicing Agreement.

     The Trust Certificate may not be acquired by a Benefit Plan. By accepting
and holding this Trust Certificate, the Holder 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.

     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 2001-A

                                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-6
<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

Dated:____________

Signature Guaranteed:

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



                                      B-7
<PAGE>

                                   EXHIBIT B-2

                      FORM OF RESIDUAL INTEREST CERTIFICATE

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

THIS RESIDUAL INTEREST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN
INTEREST IN BLUEGREEN RECEIVABLES FINANCE CORPORATION V, 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 2001-A RESIDUAL INTEREST CERTIFICATE

NO. 1

     THIS CERTIFIES THAT Bluegreen Receivables Finance Corporation V is the
registered owner of 100% of the residual interest in the BXG Receivables Note
Trust 2001-A (the "Trust") formed by Bluegreen Receivables Finance Corporation
V, a Delaware corporation (the "Depositor").

     The Trust was created pursuant to a Trust Agreement, dated as of June 29,
2001 (as amended, restated and/or supplemented from time to time, the "Trust
Agreement"), among Bluegreen Receivables Finance Corporation V, as Depositor
(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 Amended and Restated Sale and Servicing Agreement, dated as of April 17,
2002 (the "Sale and Servicing Agreement"), among the Trust, Bluegreen
Receivables Finance Corporation V, as depositor (the "Depositor"), Bluegreen
Corporation, as Servicer (in such capacity, the "Servicer"), Concord Servicing
Corporation, as Backup Servicer, Vacation Trust, Inc., as Club Trustee, and U.S.
Bank National Association (formerly known as U.S. Bank Trust National


                                      B-8
<PAGE>

Association), as Indenture Trustee (the "Indenture Trustee")) and Custodian (the
"Custodian") or (iii) the Amended and Restated Indenture, dated as of April 17,
2002 (the "Indenture"), between the Trust and the Indenture Trustee.

     This Residual Interest Certificate is the duly authorized Residual Interest
Certificate designated as "BXG Receivables Note Trust 2001-A Certificate" (the
"Residual Interest Certificate"). Also issued under the Indenture are the
Asset-Backed Notes, Series 2001-A (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 Holder of this
Residual Interest Certificate by virtue of its acceptance hereof assents and by
which such Holder 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 and Servicing 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 treat, 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 Operative 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


                                      B-9
<PAGE>

entitle the holder hereof to any benefit under the Trust Agreement or any other
Operative Document or be valid for any purpose.

     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-10
<PAGE>

                            [REVERSE OF CERTIFICATE]

     The Residual Interest Certificate does not represent an obligation of, or
an interest in the Depositor, the Servicer, 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 Operative 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 Receivables and certain other amounts, in each
case as more specifically set forth herein and in the Sale and Servicing
Agreement. A copy of each of the Sale and Servicing Agreement 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 majority
of the outstanding principal balance of the 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 Holder 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 Holder
hereof or such Holder'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-11
<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 Sale and Servicing Agreement and the deposition of all property held as
part of the Trust Estate. The Depositor may at its option purchase the Trust
Estate at the times and at the prices specified in the Sale and Servicing
Agreement.

     The Residual Interest Certificate may not be acquired by a Benefit Plan. By
accepting and holding this Residual Interest Certificate, the Holder 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.

     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 2001-A

                                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-12
<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)

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

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

Dated:____________

Signature Guaranteed:

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


                                      B-13

</TEXT>
</DOCUMENT>
